PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                    RAYONIER INVESTMENT AND SAVINGS PLAN
                           FOR SALARIED EMPLOYEES



Item 3.   Incorporation of Documents by Reference.

     The following documents filed by Rayonier Inc. (the "Company") or the
Plan with the Securities and Exchange Commission (the "Commission") (File
No. 1-6780) are hereby incorporated by reference:  (a) the Company's most
recent Annual Report on Form 10-K for the fiscal year ended December 31,
1992, filed pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"); (b) all other reports filed
by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since
the end of the fiscal year covered by the Annual Report referred to in (a)
and (c) the description of the Company's Common Shares which is contained
in its registration statement on Form 8-A filed under the Exchange Act and
any amendment or report filed under the Exchange Act for the purpose of
updating such description.

     All documents subsequently filed by the Company or the Plan with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing with the Commission of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be a part
thereof from the date of filing of such documents.  Any statement contained
in a document incorporated or deemed to be incorporated by reference shall
be deemed to be modified or superseded to the extent that a statement
contained in the registration statement or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by
reference modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration.

Item 4.  Description of Securities.

     This item is not applicable to the securities registered hereby.

Item 5.  Interests of Named Experts and Counsel.

     The financial statements and schedules incorporated by reference in
the prospectus and elsewhere in the registration statement have been
audited by Arthur Anderson & Co., independent public accountants, as
indicated in their reports with respect thereto, and are incorporated by
reference in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.




                                    II-1
<PAGE>

Item 6.  Indemnification of Directors and Officers.

     The North Carolina Business Corporation Act provides that the
registrant may indemnify officers and directors who are parties in actual
or threatened lawsuits and other proceedings against reasonable expenses,
judgments, penalties, fines and amounts paid in settlement.  North Carolina
law further provides that a corporation may purchase insurance, providing
for the indemnification of officers and directors whether or not the
corporation would have the power to indemnify them against such liability
under the provisions of the North Carolina law.

     Reference is made to Article VI of the Amended and Restated Articles
of Incorporation of the Company filed as Exhibit 4(a) hereto.  

Item 7.  Exemption from Registration Claimed.

     This item is not applicable to the securities to be registered hereby.

Item 8.  Exhibits

     The following exhibits are filed herewith:

Exhibit
No.                          Title                     Location

4.   Instruments defining the rights of security holders,
     including indentures:

     (a)  Amended and Restated Articles of IncorporationFiled herewith.

     (b)  Bylaws                                       Incorporated by
                                                       reference to the
                                                       Company's
                                                       Registration
                                                       Statement on Form 8-
                                                       A/A, dated February
                                                       4, 1994 

     (c)  Form of the Rayonier Investment and Savings
          Plan for Salaries Employees (the "Plan")     Filed herewith.

5.   Opinion re legality                               Filed herewith.  The
                                                       Company will submit
                                                       the Plan to the
                                                       Internal Revenue
                                                       Service ("IRS") in a
                                                       timely manner and
                                                       will make all
                                                       changes required by
                                                       the IRS in order to
                                                       qualify the Plan. 

15.  Letter re unaudited interim financial information Not applicable.

23.  Consents of experts and counsel                   The consent of
                                                       independent auditors
                                                       is incorporated by

                                    II-2
<PAGE>
                                                       reference to the
                                                       Company's Form 10-K
                                                       for the fiscal year
                                                       ended December 31,
                                                       1992.  The consent
                                                       of counsel is
                                                       incorporated by
                                                       reference to Exhibit
                                                       5.

24.  Powers of attorney                                Filed herewith.

27.  Financial Data Schedule                           None.

28.  Information from reports furnished to state       None.
     insurance regulatory authorities.


Item 9.  Undertakings

(a)  The undersigned registrant hereby undertakes:

     (1)  to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

          (i)  to include any prospectus required by section 10(a)(3) of
     the Securities Act of 1933;

          (ii) to reflect in the prospectus any facts or events arising
     after the effective date of the registration statement (or the most
     recent post-effective amendment thereof) which, individually or in the
     aggregate, represents a fundamental change in the information set
     forth in the registration statement; and

          (iii)  to include any material information with respect to the
     plan of distribution not previously disclosed in the registration
     statement or any material change to such information in the
     registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement:

     (2)  that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and

     (3)  to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of

                                    II-3
<PAGE>
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

(c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than
the payment by a registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.


































                                    II-4
<PAGE>
                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Stamford, State of Connecticut on
this 28th day of February, 1994.

                         RAYONIER INC.


                         By /s/ John P. O'Grady           
                         Name:John P. O'Grady
                         Title:    Senior Vice President

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                Title


            *                 Chairman, President, Chief
Ronald M. Gross          Executive Officer and
                         Director (Principal
                         Executive Officer)

/s/ Gerald J. Pollack         Senior Vice President
Gerald J. Pollack        and Chief Financial
                         Officer (Principal 
                         Financial Officer)


            *                 Acting Corporate
George S. Areson         Controller (Principal 
                         Accounting Officer)


            *                 Director
Robert A. Bowman



            *                 Director
D. Travis Engen



                      *By /s/ John P. O'Grady         
                         John P. O'Grady
                         Attorney-in-Fact
                         February 28, 1994

     Pursuant to the requirements of the Securities Act of 1933, the
trustees have duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Stamford, State of Connecticut on this 28th day of February, 1994.  

                                    II-5
<PAGE>


                         Rayonier Investment and Savings Plan
                              for Salaried Employees


                         /s/ John P. O'Grady                    
                         Name:John P. O'Grady
                         Title:    Chairman


















































                                    II-6
<PAGE>

                               EXHIBIT INDEX

Exhibit
No.                        Title                Location               Page

4.       Instruments defining the rights of security
         holders, including indentures:

         (a)  Amended and Restated Articles of  Filed herewith.  
         Incorporation

         (b)  Bylaws                            Incorporated by reference
                                                to the Company's
                                                Registration Statement on
                                                Form 8-A/A, dated February
                                                4, 1994. 

         (c)  Form of the Plan                  Filed herewith.


5.       Opinion re legality                    Filed herewith.

15.      Letter re unaudited interim financial  Not applicable.
         information

23.      Consents of experts and counsel        The consent of independent
                                                auditors is incorporated by
                                                reference to the Company's
                                                Form 10-K for the fiscal 
                                                year ended December 31,
                                                1992.  The consent of counsel is
                                                incorporated by reference
                                                to Exhibit 5.

24.      Powers of attorney                     Filed herewith.

27.      Financial Data Schedule                None.

28.      Information from reports furnished to  None.
         state insurance regulatory authorities.


















                                    II-7
[{"type": "S-8", "sequence": "1", "description": "RAYONIER INVESTMENT/SAVINGS PLAN - SALARIED EMPLOY", "secsgml_size_bytes": 14337}]
{"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": "033-52437", "film-number": "94513753"}, "business-address": {"street1": "1177 SUMMER ST", "city": "STAMFORD", "state": "CT", "zip": "06904", "phone": "2033487000"}}
PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                    RAYONIER INVESTMENT AND SAVINGS PLAN
                           FOR SALARIED EMPLOYEES

Item 3.   Incorporation of Documents by Reference.

     The following documents filed by Rayonier Inc. (the "Company") or the
Plan with the Securities and Exchange Commission (the "Commission") (File
No. 1-6780) are hereby incorporated by reference:  (a) the Company's most
recent Annual Report on Form 10-K for the fiscal year ended December 31,
1992, filed pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"); (b) all other reports filed
by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since
the end of the fiscal year covered by the Annual Report referred to in (a)
and (c) the description of the Company's Common Shares which is contained
in its registration statement on Form 8-A filed under the Exchange Act and
any amendment or report filed under the Exchange Act for the purpose of
updating such description.

     All documents subsequently filed by the Company or the Plan with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing with the Commission of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be a part
thereof from the date of filing of such documents.  Any statement contained
in a document incorporated or deemed to be incorporated by reference shall
be deemed to be modified or superseded to the extent that a statement
contained in the registration statement or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by
reference modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration.

Item 4.  Description of Securities.

     This item is not applicable to the securities registered hereby.

Item 5.  Interests of Named Experts and Counsel.

     The financial statements and schedules incorporated by reference in
the prospectus and elsewhere in the registration statement have been
audited by Arthur Anderson & Co., independent public accountants, as
indicated in their reports with respect thereto, and are incorporated by
reference in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.

                                    II-1
Item 6.  Indemnification of Directors and Officers.

     The North Carolina Business Corporation Act provides that the
registrant may indemnify officers and directors who are parties in actual
or threatened lawsuits and other proceedings against reasonable expenses,
judgments, penalties, fines and amounts paid in settlement.  North Carolina
law further provides that a corporation may purchase insurance, providing
for the indemnification of officers and directors whether or not the
corporation would have the power to indemnify them against such liability
under the provisions of the North Carolina law.

     Reference is made to Article VI of the Amended and Restated Articles
of Incorporation of the Company filed as Exhibit 4(a) hereto.  

Item 7.  Exemption from Registration Claimed.

     This item is not applicable to the securities to be registered hereby.

Item 8.  Exhibits

     The following exhibits are filed herewith:

Exhibit
No.                          Title                     Location

4.   Instruments defining the rights of security holders,
     including indentures:

     (a)  Amended and Restated Articles of IncorporationFiled herewith.

     (b)  Bylaws                                       Incorporated by
                                                       reference to the
                                                       Company's
                                                       Registration
                                                       Statement on Form 8-
                                                       A/A, dated February
                                                       4, 1994 

     (c)  Form of the Rayonier Investment and Savings
          Plan for Salaries Employees (the "Plan")     Filed herewith.

5.   Opinion re legality                               Filed herewith.  The
                                                       Company will submit
                                                       the Plan to the
                                                       Internal Revenue
                                                       Service ("IRS") in a
                                                       timely manner and
                                                       will make all
                                                       changes required by
                                                       the IRS in order to
                                                       qualify the Plan. 

15.  Letter re unaudited interim financial information Not applicable.

23.  Consents of experts and counsel                   The consent of
                                                       independent auditors
                                                       is incorporated by

                                    II-2
reference to the
                                                       Company's Form 10-K
                                                       for the fiscal year
                                                       ended December 31,
                                                       1992.  The consent
                                                       of counsel is
                                                       incorporated by
                                                       reference to Exhibit
                                                       5.

24.  Powers of attorney                                Filed herewith.

27.  Financial Data Schedule                           None.

28.  Information from reports furnished to state       None.
     insurance regulatory authorities.

Item 9.  Undertakings

(a)  The undersigned registrant hereby undertakes:

     (1)  to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

          (i)  to include any prospectus required by section 10(a)(3) of
     the Securities Act of 1933;

          (ii) to reflect in the prospectus any facts or events arising
     after the effective date of the registration statement (or the most
     recent post-effective amendment thereof) which, individually or in the
     aggregate, represents a fundamental change in the information set
     forth in the registration statement; and

          (iii)  to include any material information with respect to the
     plan of distribution not previously disclosed in the registration
     statement or any material change to such information in the
     registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement:

     (2)  that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and

     (3)  to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of

                                    II-3
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

(c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than
the payment by a registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                    II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Stamford, State of Connecticut on
this 28th day of February, 1994.

                         RAYONIER INC.

                         By /s/ John P. O'Grady           
                         Name:John P. O'Grady
                         Title:    Senior Vice President

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                Title

            *                 Chairman, President, Chief
Ronald M. Gross          Executive Officer and
                         Director (Principal
                         Executive Officer)

/s/ Gerald J. Pollack         Senior Vice President
Gerald J. Pollack        and Chief Financial
                         Officer (Principal 
                         Financial Officer)

            *                 Acting Corporate
George S. Areson         Controller (Principal 
                         Accounting Officer)

            *                 Director
Robert A. Bowman

            *                 Director
D. Travis Engen

                      *By /s/ John P. O'Grady         
                         John P. O'Grady
                         Attorney-in-Fact
                         February 28, 1994

     Pursuant to the requirements of the Securities Act of 1933, the
trustees have duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Stamford, State of Connecticut on this 28th day of February, 1994.  

                                    II-5
Rayonier Investment and Savings Plan
                              for Salaried Employees

                         /s/ John P. O'Grady                    
                         Name:John P. O'Grady
                         Title:    Chairman

                                    II-6
EXHIBIT INDEX

Exhibit
No.                        Title                Location               Page

4.       Instruments defining the rights of security
         holders, including indentures:

         (a)  Amended and Restated Articles of  Filed herewith.  
         Incorporation

         (b)  Bylaws                            Incorporated by reference
                                                to the Company's
                                                Registration Statement on
                                                Form 8-A/A, dated February
                                                4, 1994. 

         (c)  Form of the Plan                  Filed herewith.

5.       Opinion re legality                    Filed herewith.

15.      Letter re unaudited interim financial  Not applicable.
         information

23.      Consents of experts and counsel        The consent of independent
                                                auditors is incorporated by
                                                reference to the Company's
                                                Form 10-K for the fiscal 
                                                year ended December 31,
                                                1992.  The consent of counsel is
                                                incorporated by reference
                                                to Exhibit 5.

24.      Powers of attorney                     Filed herewith.

27.      Financial Data Schedule                None.

28.      Information from reports furnished to  None.
         state insurance regulatory authorities.

                                    II-7