March 29, 1994 VIA ELECTRONIC TRANSMISSION Securities and Exchange Commission 450 Fifth Street N.W. Washington, D.C. 20549 Ladies and Gentlemen: In accordance with the regulations of the Securities and Exchange Commission, Rayonier Inc. (the "Company") is filing electronically herewith Post-Effective Amendment No. 1 to the Company's Registration Statement on Form S-8 (No. 33-52445) and Post-Effective Amendment No. 1 to the Company's Registration Statement on Form S-8 (No. 33-52437). Very truly yours, M. Louise Turilli MLT:hr