PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 8.  Exhibits

     The following additional Exhibits are filed herewith:

Exhibit
No.                           Title                         Location

24.                         Powers of attorney              Filed herewith.

                                   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 Post-Effective
Amendment No. 1 to be signed on  its behalf by the undersigned, thereunto  duly
authorized, in the City of  Stamford, State of Connecticut on this 29th  day of
March, 1994.

                         RAYONIER INC.


                         By /s/ George S. Areson                 
                         Name:     George S. Areson
                         Title:    Acting Corporate Controller

     Pursuant to  the requirements of  the Securities  Act of 1933,  this Post-
Effective Amendment  No. 1  has been  signed by  the following  persons in  the
capacities and on the dates indicated.

Signature                     Title


/s/ Ronald M. Gross            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)


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

         *                    Director
William J. Alley


         *                    Director
Rand V. Araskog


         *                    Director
Donald W. Griffin


         *                    Director
Paul G. Kirk, Jr.




         *                    Director
Katherine D. Ortega


         *                    Director
Burnell R. Roberts


         *                    Director
Gordon I. Ulmer



                         *By /s/ Gerald J. Pollack                         
                              Gerald J. Pollack
                              Attorney-in-Fact
                              March 29, 1994


                                 EXHIBIT INDEX

Exhibit
No.                      Title               Location                      Page

24.                      Powers of attorney  Filed herewith.