1
                                                                   EXHIBIT 10.20

THIS AMENDMENT is made the 22nd of July, 1997, by and between RAYONIER INC. (the
"Corporation") and RONALD M. GROSS (the "Employee") with respect to the DEFERRED
COMPENSATION/SUPPLEMENTAL RETIREMENT AGREEMENT effective June 28, 1994 (the
"Agreement").

WHEREAS, the Corporation and the Employee desire to amend the Agreement
effective as of the day and year first above written to authorize the payment of
the Retirement Benefit thereunder upon termination of the Employee's employment
for any reason following a Change in Control of the Corporation.

NOW, THEREFORE, in consideration of the agreements hereinafter contained, the
parties hereto hereby agree to amend the Agreement effective as of the day and
year first above written by adding thereto the following new Article 9:

"9. Change in Control.

Notwithstanding any provision in this Agreement to the contrary, if, following a
Change in Control, the Employee terminates his employment for any reason other
than death or the Corporation terminates the Employee's employment for any
reason other than death, the Employee shall be entitled to payment of the
Retirement Benefit set forth in Article 1 of this Agreement. Payment of the
Retirement Benefit shall commence as soon as is practicable after the Employee's
termination of employment following a Change in Control. If the Employee dies
during the Payout Period, the amounts due under Article 1 of this Agreement
shall be paid to the Employee's Designated Beneficiary as provided therein.

In the event that the Employee is required to defend in any legal action or
other proceeding the validity or enforceability of any right or benefit afforded
by this Agreement, including this Article 9, the Corporation shall pay any and
all actual legal fees and expenses incurred by the Employee regardless of the
outcome of such action and, if requested by the Employee, shall (within two
business days of such request) advance such expenses to the Employee. The
Corporation shall be precluded from asserting in any judicial or other
proceeding commenced with respect to any right or benefit afforded by this
Agreement, including this Article 9, that such rights and benefits are not
valid, binding and enforceable and shall stipulate in any such proceeding that
the Corporation is bound by all the provisions of the Agreement.

For purposes of this Article 9, "Change in Control" has the meaning specified in
the Retirement Plan for Salaried Employees of Rayonier Inc. as amended effective
July 18, 1997, and as the same may be thereafter amended from time to time prior
to the occurrence of a Change in Control."
   2
IN WITNESS WHEREOF, the Corporation has caused this Amendment to be executed by
its duly authorized officer and the Employee has hereunto set his hand as of the
date and year first above written.

ATTEST:                             RAYONIER INC.

By: /s/ John B. Canning             By: /s/John P. O'Grady
Title: Corporate Secretary          Name:  John P. O'Grady
                                    Title: Senior Vice President, Administration

                                    /S/ RONALD M. GROSS