March 30, 1994



VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

     Filed  herewith  on  behalf   of  Rayonier  Inc.  (the  "Company")   is  a
Registration Statement on  Form S-8  registering 383,000 Common  Shares of  the
Company to be issued under the Company's Substitute Stock Option Plan.

     The registration  fee has  been sent by  wire transfer to  the appropriate
account at Mellon Bank in Pittsburgh, Pennsylvania.

                              Very truly yours,



                              M. Louise Turilli

MLT:hr
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{"company-data": {"conformed-name": "ITT RAYONIER INC", "cik": "0000052827", "assigned-sic": "2611", "irs-number": "132607329", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-52891", "film-number": "94519137"}, "business-address": {"street1": "1177 SUMMER ST", "city": "STAMFORD", "state": "CT", "zip": "06904", "phone": "2033487000"}}
March 30, 1994

VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

     Filed  herewith  on  behalf   of  Rayonier  Inc.  (the  "Company")   is  a
Registration Statement on  Form S-8  registering 383,000 Common  Shares of  the
Company to be issued under the Company's Substitute Stock Option Plan.

     The registration  fee has  been sent by  wire transfer to  the appropriate
account at Mellon Bank in Pittsburgh, Pennsylvania.

                              Very truly yours,

                              M. Louise Turilli

MLT:hr