1
                                                                    Exhibit 10.1

                             SIXTH AMENDMENT TO THE

                      RAYONIER INVESTMENT AND SAVINGS PLAN

                             FOR SALARIED EMPLOYEES


      1. Section 10.3(d)(ii) of the Rayonier Investment and Savings Plan for
Salaried Employees (the "Plan") is hereby amended to read in its entirety as
follows, effective as of February 12, 1996:

            "(ii) Provided the value of the Member's or Deferred Member's vested
Accounts is at least $3,500, and the first payment is at least $1,000, by
payment in annual cash installments over the Member's or Deferred Member's life
expectancy or the joint life expectancies of the Member or Deferred Member and
the Member or Deferred Member's spouse, as actuarially determined at the time of
commencement of the initial installment and which may be redetermined annually
thereafter. The amount of such installments will be based on the value of the
Member's or Deferred Member's Accounts as of the Valuation Date coinciding with
or next following the date of receipt by the Savings Plan Administrator of a
properly completed application as transmitted by the Company and each
anniversary thereof, and shall be determined by multiplying such value by a
fraction, the numerator of which shall be one and the denominator of which shall
be the number of years and fraction thereof of the Member's or Deferred Member's
life expectancy (or the joint life expectancies of the Member or Deferred Member
and the Member's or Deferred Member's spouse) based on age at the time of the
initial installment (if life expectancy is not to be recalculated) or at the
time the installment is payable (if life expectancy is to be recalculated). Any
Member or Deferred Member who elects annual cash installment payments over the
Member's or Deferred Member's life expectancy or over the joint life
expectancies of the Member of Deferred Member and the Member's or Deferred
Member's spouse may not thereafter elect to receive in a lump sum the remaining
value of the Accounts."



Dated:  February 26, 1996


_____________________
John P. O'Grady
Senior Vice President
Human Resources