8-A12B

                                   March 30, 1994



VIA ELECTRONIC TRANSMISSION

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

Gentlemen:

     In  accordance  with  the  regulations  of  the  Securities  and  Exchange
Commission  (the "SEC"), Rayonier Inc. (the "Company") is filing electronically
herewith  a registration  statement  on  Form  8-A (the  "Form  8-A")  for  the
registration of ____% Debentures due ______ of the Company.

     A registration fee in the amount of $250 has been sent by wire transfer to
the designated account at the Mellon Bank in Pittsburgh, Pennsylvania.

     A Registration  Statement on  Form S-3  (No. 033-52855)  (the "Form  S-3")
relating to the Debentures was filed by electronic transmission with the SEC on
the date hereof.  On  behalf of the registrant, we request acceleration  of the
effective date of the Form 8-A to the effective date of the Form S-3.

                              Very truly yours,



                              M. Louise Turilli
MLT:hr

EX-99

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-A


               For Registration of Certain Classes of Securities
                   Pursuant to Section 12(b) or 12(g) of the
                        Securities Exchange Act of 1934


                                 RAYONIER INC.
             (Exact name of registrant as specified in its charter)

          North Carolina                        13-2607329
(State of Incorporation or Organization)     (I.R.S. Employer
                                             Identification No.)


1177 Summer Street
Stamford, Connecticut                             06904
                                                  (Zip Code)



       Securities to be registered pursuant to Section 12(b) of the Act:


          Title of Each Class                Name of Each Exchange on Which
          to be so Registered                Each Class is to be Registered

          ____% Debentures due ____          New York Stock Exchange



       Securities to be registered pursuant to Section 12(g) of the Act:

                                      None
                                (Title of Class)







                                  Page 1 of 2
                            Exhibit Index at Page 2


Item 1.  Description of Registrant's Securities to be Registered

          A description  of the  Registrant's ____  Debentures Due  ____ to  be
     registered hereby is  contained on pages 5  through 13, inclusive,  of the
     Prospectus,  dated March  __, 1994,  and  on pages  S-19 and  S-20  of the
     Prospectus Supplement, dated  March __, 1994,  each of  which is filed  as
     part of  the Registrant's  Registration Statement  on Form  S-3 (No.  033-
     52855) (also constituting Amendment No. 1 to the Registrant's Registration
     Statement  on Form  S-3 (No.  33-51972)).   Such  description is,  and any
     Prospectus Supplement  to the Prospectus filed hereafter under Rule 424(b)
     under  the  Securities  Act  of  1933,   as  amended,  is  deemed  to  be,
     incorporated herein by reference and made a part hereof.

Item 2.  Exhibits

          No.                      Document                           Page


          1         Specimen Form of  Debenture (Incorporated  by
                    reference to Exhibit  4.4 to the Registrant's
                    Registration Statement on Form  S-3 (No. 033-
                    52855)).

          2         Indenture dated  as of April 1,  1994 between
                    the Registrant and Chemical Bank, as  Trustee
                    (Incorporated by reference  to Exhibit 4.1 to
                    the  Registrant's  Registration  Statement on
                    Form S-3 (No. 033-52855)).




                                   SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities  Exchange Act
of 1934,  the Registrant  has duly  caused  this registration  statement to  be
signed on its behalf by the undersigned, thereunto duly authorized.

                              RAYONIER INC.



                              By: /s/ George S. Areson
Date: March 29, 1994               George S. Areson
                                   Acting Corporate Controller