As filed with the Securities
and Exchange Commission on
January 31, 2000                  Registration No. 333-_____________


                 SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C.  20549

                              FORM S-8
                       REGISTRATION STATEMENT
                               UNDER
                     THE SECURITIES ACT OF 1933
                      CTB INTERNATIONAL CORP.
       (Exact name of registrant as specified in its charter)

                         INDIANA                      35-1970751
              (State or other jurisdiction         (I.R.S. Employer
            of incorporation or organization)     Identification
No.)

                   STATE ROAD 15 NORTH
                      P.O. BOX 2000
                    MILFORD, INDIANA                  46542-2000
                  (Address of Principal               (Zip Code)
                   Executive Offices)

                   CTB, INC. PROFIT SHARING PLAN
                      (Full title of the plan)

                         MICHAEL J. KISSANE
           VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                        STATE ROAD 15 NORTH
                           P.O. BOX 2000
                    MILFORD, INDIANA  46542-2000
              (Name and address of agent for service)

                           (219) 658-4191
              (Telephone number, including area code,
                       of agent for service)

                              COPY TO:
                         JAMES A. ASCHLEMAN
                          BAKER & DANIELS
               300 NORTH MERIDIAN STREET, SUITE 2700
                    INDIANAPOLIS, INDIANA 46204
                           (317) 237-0300

                  CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of   Amount to  Proposed maximum      Proposed    Amount of
Securities be         offering price per    maximum     registration
to be      registered share (2)             aggregate   fee
registered (1)                              offering
                                            price (2)
<S>        <C>        <C>                   <C>         <C>
Common     2,000,000  $6.5938               $13,187,600 $3,481.53
Stock,     shares
$0.01 par
value
</TABLE>

(1)  In  addition,  pursuant to Rule 416(c) under the Securities Act
     of 1933 (the "Securities  Act"),  this  Registration  Statement
     also covers an indeterminate amount of interests to be  offered
     or sold pursuant to the employee benefit plan described herein.
     Pursuant  to  Rule  457(h)(2)  under  the  Securities  Act,  no
     separate fee is required to register such interests.
(2)  Estimated  solely  for purposes of calculating the registration
     fee and computed in  accordance  with Rule 457(c) and (h) under
     the Securities Act using the average  of  the high and low sale
     prices of the Common Stock as reported by the  NASDAQ  National
     Market System on January 24, 2000, which was $6.5938 per share.
<PAGE>
                               PART I

        INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION*

     *Information required by Part I of Form S-8 to be contained  in
the  Section  10(a)  Prospectus  is  omitted  from this Registration
Statement in accordance with Rule 428 under the  Securities  Act and
the Note to Part I of Form S-8.


                              PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents heretofore filed by CTB International
Corp. (the "Registrant") with the Securities and Exchange Commission
are incorporated by reference in this Registration Statement:

     (1) The Registrant's  Annual Report on Form 10-K for the fiscal
         year ended December 31, 1998;

     (2) The CTB, Inc. Profit  Sharing  Plan's Annual Report on Form
         11-K for the fiscal year ended December 31, 1998;

     (3) The Registrant's Current Report  on Form 8-K dated February
         10, 1999;

     (4) The Registrant's Current Report on Form 8-K dated September
         21, 1999;

     (5) The Registrant's Quarterly Reports  on  Forms  10-Q for the
         three  months  ended  March  31,  1999,  June 30, 1999  and
         September 30, 1999; and

     (6) The description of the Registrant's Common  Stock contained
         in  the  Registrant's  Registration Statement on  Form  S-1
         (Registration No. 333-29873)  filed with the Securities and
         Exchange  Commission  on  August 11,  1997,  including  any
         amendment or report filed for  the purpose of updating such
         description.

     In addition, all documents subsequently filed by the Registrant
or  the  CTB,  Inc.  Profit Sharing Plan (the  "Plan")  pursuant  to
Sections 13(a), 13(c),  14  and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange  Act"),  prior to the filing of a
post-effective amendment which indicates that all securities offered
hereby  have been sold or which deregisters all  securities  offered
hereby then  remaining unsold, shall be deemed to be incorporated by
reference in this  Registration  Statement  and  to be a part hereof
from their respective dates of filing.

     The  Registrant will promptly provide without  charge  to  each
person to whom  a  prospectus  is  delivered  a  copy  of any or all
information  that  has  been  incorporated herein by reference  (not
including  exhibits  to  the information  that  is  incorporated  by
reference  unless such exhibits  are  specifically  incorporated  by
reference into such information) upon the written or oral request of
such person  directed  to  the  Secretary  of  the Registrant at its
principal offices, State Road 15 North, P.O. Box  2000,  Milford, IN
46542, telephone (219) 658-4191.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The  following  is  a  summary  of  the  general  effect of the
indemnification provisions of the Registrant's Restated  Articles of
Incorporation and of the indemnification provided for under  Indiana
law.   All  statements  made  herein,  which  are  only  intended to
summarize  the  above-referenced provisions, are qualified in  their
entirety by reference  to  the  Registrant's  Restated  Articles  of
Incorporation and the Indiana Business Corporation Law (the "IBCL").

     The  Restated  Articles  of  Incorporation  of  the  Registrant
provide  for  the  mandatory  indemnification,  to  the  extent  not
inconsistent  with  applicable law, of an individual who is or was a
director, officer, employee or agent of the Registrant (or who is or
was serving at the request  of  the  Registrant as such for, or as a
manager  or  fiduciary for, another entity,  including  an  employee
benefit plan)  ("Eligible  Person"),  against  reasonable  expenses,
counsel fees, judgments, settlements, fines and penalties (including
excise taxes assessed with respect to an employee benefit plan) that
may  be  incurred  by  him in connection with or resulting from  any
pending, threatened or completed  claim,  action, suit or proceeding
and all appeals thereof, (whether brought by  or in the right of the
Registrant or any other corporation or otherwise)  civil,  criminal,
administrative or investigative, formal or informal, in which he may
become involved, as a party or otherwise, by reason of his being  or
having  been an Eligible Person, or by reason of any action taken or
not taken by him in his capacity as an Eligible Person ("Claim"), if
(i) any Claim  terminates  without any finding of guilt or liability
against the Eligible Person;  (ii)  a court approves, with knowledge
of  the  indemnity provided, any settlement  of  a  Claim;  (iii)  a
reasonable  period  of  time  expires  after  a  Claim  is  made  or
threatened   without   the   commencement  of  an  action,  suit  or
proceeding, and without any payment  or  promise  made  to  induce a
settlement; or (iv) the Eligible Person is determined to have  acted
in  good  faith  and in a manner he reasonably believed to be in the
best interests of the Registrant or at least not opposed to the best
interests of the Registrant  (or with respect to an employee benefit
plan, if he reasonably believed  he  was  acting  in conformity with
ERISA  or  if  he  reasonably  believed  his  actions to be  in  the
interests of the participants in or beneficiaries  of the plan) and,
in addition, with respect to any criminal action or  proceeding,  he
either had reasonable cause to believe his conduct was lawful or had
no  reasonable  cause  to  believe  his  conduct  was unlawful.  The
Registrant's   Restated   Articles  of  Incorporation  empower   the
Registrant, under certain circumstances,  to  advance to an Eligible
Person  expenses  incurred  in connection with an  action,  suit  or
proceeding prior to the final disposition thereof.  The Registrant's
Restated Articles of Incorporation  also set forth the procedures to
be followed in connection with a claim for indemnification.

     Under the IBCL, a corporation may  indemnify any individual who
was  or  is  a party or is threatened to be  made  a  party  to  any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal,  administrative or investigative and whether formal
or informal, by reason  of  the  fact  that he is or was a director,
officer, employee or agent of the corporation  or,  while a director
of  a  corporation,  is  or  was  serving  at  the  request  of  the
corporation  as  a  director,  officer,  partner,  member,  manager,
trustee,   employee   or   agent  of  another  foreign  or  domestic
corporation, partnership, limited  liability company, joint venture,
trust, employee benefit plan or other enterprise, whether for profit
or  not,  against  reasonable  expenses  (including  counsel  fees),
judgments, fines (including any  excise tax assessed with respect to
an employee benefit plan), penalties  and amounts paid in settlement
incurred by him in connection with such  action,  suit or proceeding
(i) if he acted in good faith, and (ii) in the case  of  conduct  in
his  official  capacity  with  the  corporation,  if  he  reasonably
believed  his  conduct  was in the best interests of the corporation
or, in all other cases, if he reasonably believed his conduct was at
least not opposed to the  best interests of the corporation (or with
respect to an employee benefit  plan,  if he reasonably believed his
conduct   was   in  the  interests  of  the  participants   in   and
beneficiaries of  the  plan), and (iii) with respect to any criminal
action or proceeding, if  he  had  reasonable  cause  to believe his
conduct was lawful or had no reasonable cause to believe his conduct
was unlawful.

     The  IBCL  further  provides  that a corporation shall,  unless
limited by its articles of incorporation,  indemnify  a  director or
officer  who  was wholly successful, on the merits or otherwise,  in
the defense of  any  action,  suit  or  proceeding to which he was a
party because he is or was a director or  officer of the corporation
against reasonable expenses incurred by him in connection therewith.
The  IBCL  empowers a corporation, under certain  circumstances,  to
advance to an  individual  expenses  incurred  in connection with an
action,  suit or proceeding prior to the final disposition  thereof.
The IBCL also  provides  that,  unless  limited by the corporation's
articles of incorporation, a court of competent jurisdiction may, in
certain  cases,  order  indemnification  of a  director  or  officer
irrespective of whether the director or officer met the standards of
conduct set forth above.

     In  addition,  the  Registrant has a directors'  and  officers'
liability policy that insures against certain liabilities, including
liabilities  under  the  Securities   Act,   subject  to  applicable
retentions.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

     The list of Exhibits is incorporated herein by reference to the
Index to Exhibits.

     The Registrant hereby undertakes that it  will  submit  or  has
submitted the Plan and any amendment thereto to the Internal Revenue
Service  ("IRS")  in  a  timely manner and has made or will make all
changes required by the IRS  in  order  to  qualify  the  Plan under
Section 401 of the Internal Revenue Code.

ITEM 9.  UNDERTAKINGS.

     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,  represent  a  fundamental  change in the
                information set forth in the Registration Statement;

         (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 (1)(i) and (1)(ii)  of
         this section do not apply if the information required to be
         included in a post-effective  amendment by those paragraphs
         is contained in periodic reports filed with or furnished to
         the Commission 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.

     (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.

     The undersigned Registrant hereby undertakes that, for purposes
of determining any liability  under the Securities Act of 1933, each
filing of 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.

     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
the 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.
<PAGE>
                             SIGNATURES

     The Registrant.  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 Milford, State of Indiana, on January 28, 2000.

                                CTB INTERNATIONAL CORP.


                                By:  /S/ VICTOR A. MANCINELLI
                                   Victor A. Mancinelli
                                   President and Chief
                                   Executive Officer

                         POWER OF ATTORNEY

            Pursuant  to  the requirements of the Securities Act  of
1933, this Registration Statement  has  been signed by the following
persons in their respective capacities and  on  the respective dates
indicated opposite their names.  Each person whose signature appears
below  hereby authorizes each of  Victor A. Mancinelli  and  Don  J.
Steinhilber, each with full power of substitution, to execute in the
name and  on  behalf  of such person any post-effective amendment to
this Registration Statement  and  to  file  the  same, with exhibits
thereto,  and other documents in connection therewith,  making  such
changes in  this  Registration  Statement  as  the  registrant deems
appropriate, and appoints each of J. Christopher Chocola  and Don J.
Steinhilber,  each with full power of substitution, attorney-in-fact
to sign any amendment  and  any  post-effective  amendment  to  this
Registration  Statement and to file the same, with exhibits thereto,
and other documents in connection therewith.

SIGNATURE                    TITLE DATE

/S/ VICTOR A. MANCINELLI     President, Chief    January 28, 2000
Victor A. Mancinelli         Executive Officer
                             and Director
                             (Principal
                             Executive Officer)

 /S/ DON J. STEINHILBER      Vice President and  January 28, 2000
Don J. Steinhilber           Chief Financial
                             Officer (Principal
                             Financial Officer
                             and Principal
                             Accounting Officer)

  /S/ CARYL M. CHOCOLA       Director            January 28, 2000
Caryl M. Chocola

/S/ MICHAEL G. FISCH         Director            January 28, 2000
Michael G. Fisch

   /S/ LARRY D. GREENE       Director            January 28, 2000
Larry D. Greene

  /S/ FRANK S. HERMANCE      Director            January 28, 2000
Frank S. Hermance

   /S/ DAVID L. HORING       Director            January 28, 2000
David L. Horing

  /S/ CHARLES D. KLEIN       Director            January 28, 2000
Charles D. Klein

/S/ J. CHRISTOPHER CHOCOLA   Director            January 28, 2000
J. Christopher Chocola

 /S/ GERARD VAN ROOIJEN      Director            January 28, 2000
Gerard van Rooijen
<PAGE>
            THE   PLAN.    Pursuant   to  the  requirements  of  the
Securities  Act  of  1933,  the  trustees  (or   other  persons  who
administer  the  employee  benefit  plan)  have  duly  caused   this
Registration   Statement   to   be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized,  in  the  City  of  Milford,
State of Indiana on January 28, 2000.

                            CTB, INC. PROFIT SHARING PLAN

                            By:  CTB, Inc. Profit
                                 Sharing Committee

                                     /S/ DON J. STEINHILBER
                                 Don J. Steinhilber, Member

                                  /S/ MICHAEL J. KISSANE
                                 Michael J. Kissane, Member

                                  /S/ MARK W. NEAL
                                 Mark W. Neal, Member

                                  /S/ RICHARD A. VAN PUFFELEN
                                 Richard A. Van Puffelen, Member
<PAGE>
                         INDEX TO EXHIBITS


      Exhibit
        NO.                DESCRIPTION OF EXHIBIT

        4.1     Restated Articles of Incorporation of
                the Registrant.

        4.2     By-Laws of the Registrant.

        4.3     CTB, Inc. Profit Sharing Plan.

       23.1     Consent of Deloitte & Touche LLP

        24      Powers of Attorney (included on the Signature
                Page of the Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 21258}]
{"company-data": {"conformed-name": "CTB INTERNATIONAL CORP", "cik": "0001038005", "assigned-sic": "3523", "irs-number": "351970751", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-95843", "film-number": "518635"}, "business-address": {"street1": "STATE ROAD 15 NORTH", "street2": "P O BOX 2000", "city": "MILFORD", "state": "IN", "zip": "46542", "phone": "2196584191"}, "mail-address": {"street1": "STATE ROAD 15 NORTH", "street2": "P O BOX 2000", "city": "MILFORD", "state": "IN", "zip": "46542"}}
As filed with the Securities
and Exchange Commission on
January 31, 2000                  Registration No. 333-_____________

                 SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C.  20549

                              FORM S-8
                       REGISTRATION STATEMENT
                               UNDER
                     THE SECURITIES ACT OF 1933
                      CTB INTERNATIONAL CORP.
       (Exact name of registrant as specified in its charter)

                         INDIANA                      35-1970751
              (State or other jurisdiction         (I.R.S. Employer
            of incorporation or organization)     Identification
No.)

                   STATE ROAD 15 NORTH
                      P.O. BOX 2000
                    MILFORD, INDIANA                  46542-2000
                  (Address of Principal               (Zip Code)
                   Executive Offices)

                   CTB, INC. PROFIT SHARING PLAN
                      (Full title of the plan)

                         MICHAEL J. KISSANE
           VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                        STATE ROAD 15 NORTH
                           P.O. BOX 2000
                    MILFORD, INDIANA  46542-2000
              (Name and address of agent for service)

                           (219) 658-4191
              (Telephone number, including area code,
                       of agent for service)

                              COPY TO:
                         JAMES A. ASCHLEMAN
                          BAKER & DANIELS
               300 NORTH MERIDIAN STREET, SUITE 2700
                    INDIANAPOLIS, INDIANA 46204
                           (317) 237-0300

                  CALCULATION OF REGISTRATION FEE
Title of   Amount to  Proposed maximum      Proposed    Amount of
Securities be         offering price per    maximum     registration
to be      registered share (2)             aggregate   fee
registered (1)                              offering
                                            price (2)
Common     2,000,000  $6.5938               $13,187,600 $3,481.53
Stock,     shares
$0.01 par
value
(1)  In  addition,  pursuant to Rule 416(c) under the Securities Act
     of 1933 (the "Securities  Act"),  this  Registration  Statement
     also covers an indeterminate amount of interests to be  offered
     or sold pursuant to the employee benefit plan described herein.
     Pursuant  to  Rule  457(h)(2)  under  the  Securities  Act,  no
     separate fee is required to register such interests.
(2)  Estimated  solely  for purposes of calculating the registration
     fee and computed in  accordance  with Rule 457(c) and (h) under
     the Securities Act using the average  of  the high and low sale
     prices of the Common Stock as reported by the  NASDAQ  National
     Market System on January 24, 2000, which was $6.5938 per share.
PART I

        INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION*

     *Information required by Part I of Form S-8 to be contained  in
the  Section  10(a)  Prospectus  is  omitted  from this Registration
Statement in accordance with Rule 428 under the  Securities  Act and
the Note to Part I of Form S-8.

                              PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents heretofore filed by CTB International
Corp. (the "Registrant") with the Securities and Exchange Commission
are incorporated by reference in this Registration Statement:

     (1) The Registrant's  Annual Report on Form 10-K for the fiscal
         year ended December 31, 1998;

     (2) The CTB, Inc. Profit  Sharing  Plan's Annual Report on Form
         11-K for the fiscal year ended December 31, 1998;

     (3) The Registrant's Current Report  on Form 8-K dated February
         10, 1999;

     (4) The Registrant's Current Report on Form 8-K dated September
         21, 1999;

     (5) The Registrant's Quarterly Reports  on  Forms  10-Q for the
         three  months  ended  March  31,  1999,  June 30, 1999  and
         September 30, 1999; and

     (6) The description of the Registrant's Common  Stock contained
         in  the  Registrant's  Registration Statement on  Form  S-1
         (Registration No. 333-29873)  filed with the Securities and
         Exchange  Commission  on  August 11,  1997,  including  any
         amendment or report filed for  the purpose of updating such
         description.

     In addition, all documents subsequently filed by the Registrant
or  the  CTB,  Inc.  Profit Sharing Plan (the  "Plan")  pursuant  to
Sections 13(a), 13(c),  14  and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange  Act"),  prior to the filing of a
post-effective amendment which indicates that all securities offered
hereby  have been sold or which deregisters all  securities  offered
hereby then  remaining unsold, shall be deemed to be incorporated by
reference in this  Registration  Statement  and  to be a part hereof
from their respective dates of filing.

     The  Registrant will promptly provide without  charge  to  each
person to whom  a  prospectus  is  delivered  a  copy  of any or all
information  that  has  been  incorporated herein by reference  (not
including  exhibits  to  the information  that  is  incorporated  by
reference  unless such exhibits  are  specifically  incorporated  by
reference into such information) upon the written or oral request of
such person  directed  to  the  Secretary  of  the Registrant at its
principal offices, State Road 15 North, P.O. Box  2000,  Milford, IN
46542, telephone (219) 658-4191.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The  following  is  a  summary  of  the  general  effect of the
indemnification provisions of the Registrant's Restated  Articles of
Incorporation and of the indemnification provided for under  Indiana
law.   All  statements  made  herein,  which  are  only  intended to
summarize  the  above-referenced provisions, are qualified in  their
entirety by reference  to  the  Registrant's  Restated  Articles  of
Incorporation and the Indiana Business Corporation Law (the "IBCL").

     The  Restated  Articles  of  Incorporation  of  the  Registrant
provide  for  the  mandatory  indemnification,  to  the  extent  not
inconsistent  with  applicable law, of an individual who is or was a
director, officer, employee or agent of the Registrant (or who is or
was serving at the request  of  the  Registrant as such for, or as a
manager  or  fiduciary for, another entity,  including  an  employee
benefit plan)  ("Eligible  Person"),  against  reasonable  expenses,
counsel fees, judgments, settlements, fines and penalties (including
excise taxes assessed with respect to an employee benefit plan) that
may  be  incurred  by  him in connection with or resulting from  any
pending, threatened or completed  claim,  action, suit or proceeding
and all appeals thereof, (whether brought by  or in the right of the
Registrant or any other corporation or otherwise)  civil,  criminal,
administrative or investigative, formal or informal, in which he may
become involved, as a party or otherwise, by reason of his being  or
having  been an Eligible Person, or by reason of any action taken or
not taken by him in his capacity as an Eligible Person ("Claim"), if
(i) any Claim  terminates  without any finding of guilt or liability
against the Eligible Person;  (ii)  a court approves, with knowledge
of  the  indemnity provided, any settlement  of  a  Claim;  (iii)  a
reasonable  period  of  time  expires  after  a  Claim  is  made  or
threatened   without   the   commencement  of  an  action,  suit  or
proceeding, and without any payment  or  promise  made  to  induce a
settlement; or (iv) the Eligible Person is determined to have  acted
in  good  faith  and in a manner he reasonably believed to be in the
best interests of the Registrant or at least not opposed to the best
interests of the Registrant  (or with respect to an employee benefit
plan, if he reasonably believed  he  was  acting  in conformity with
ERISA  or  if  he  reasonably  believed  his  actions to be  in  the
interests of the participants in or beneficiaries  of the plan) and,
in addition, with respect to any criminal action or  proceeding,  he
either had reasonable cause to believe his conduct was lawful or had
no  reasonable  cause  to  believe  his  conduct  was unlawful.  The
Registrant's   Restated   Articles  of  Incorporation  empower   the
Registrant, under certain circumstances,  to  advance to an Eligible
Person  expenses  incurred  in connection with an  action,  suit  or
proceeding prior to the final disposition thereof.  The Registrant's
Restated Articles of Incorporation  also set forth the procedures to
be followed in connection with a claim for indemnification.

     Under the IBCL, a corporation may  indemnify any individual who
was  or  is  a party or is threatened to be  made  a  party  to  any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal,  administrative or investigative and whether formal
or informal, by reason  of  the  fact  that he is or was a director,
officer, employee or agent of the corporation  or,  while a director
of  a  corporation,  is  or  was  serving  at  the  request  of  the
corporation  as  a  director,  officer,  partner,  member,  manager,
trustee,   employee   or   agent  of  another  foreign  or  domestic
corporation, partnership, limited  liability company, joint venture,
trust, employee benefit plan or other enterprise, whether for profit
or  not,  against  reasonable  expenses  (including  counsel  fees),
judgments, fines (including any  excise tax assessed with respect to
an employee benefit plan), penalties  and amounts paid in settlement
incurred by him in connection with such  action,  suit or proceeding
(i) if he acted in good faith, and (ii) in the case  of  conduct  in
his  official  capacity  with  the  corporation,  if  he  reasonably
believed  his  conduct  was in the best interests of the corporation
or, in all other cases, if he reasonably believed his conduct was at
least not opposed to the  best interests of the corporation (or with
respect to an employee benefit  plan,  if he reasonably believed his
conduct   was   in  the  interests  of  the  participants   in   and
beneficiaries of  the  plan), and (iii) with respect to any criminal
action or proceeding, if  he  had  reasonable  cause  to believe his
conduct was lawful or had no reasonable cause to believe his conduct
was unlawful.

     The  IBCL  further  provides  that a corporation shall,  unless
limited by its articles of incorporation,  indemnify  a  director or
officer  who  was wholly successful, on the merits or otherwise,  in
the defense of  any  action,  suit  or  proceeding to which he was a
party because he is or was a director or  officer of the corporation
against reasonable expenses incurred by him in connection therewith.
The  IBCL  empowers a corporation, under certain  circumstances,  to
advance to an  individual  expenses  incurred  in connection with an
action,  suit or proceeding prior to the final disposition  thereof.
The IBCL also  provides  that,  unless  limited by the corporation's
articles of incorporation, a court of competent jurisdiction may, in
certain  cases,  order  indemnification  of a  director  or  officer
irrespective of whether the director or officer met the standards of
conduct set forth above.

     In  addition,  the  Registrant has a directors'  and  officers'
liability policy that insures against certain liabilities, including
liabilities  under  the  Securities   Act,   subject  to  applicable
retentions.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

     The list of Exhibits is incorporated herein by reference to the
Index to Exhibits.

     The Registrant hereby undertakes that it  will  submit  or  has
submitted the Plan and any amendment thereto to the Internal Revenue
Service  ("IRS")  in  a  timely manner and has made or will make all
changes required by the IRS  in  order  to  qualify  the  Plan under
Section 401 of the Internal Revenue Code.

ITEM 9.  UNDERTAKINGS.

     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,  represent  a  fundamental  change in the
                information set forth in the Registration Statement;

         (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 (1)(i) and (1)(ii)  of
         this section do not apply if the information required to be
         included in a post-effective  amendment by those paragraphs
         is contained in periodic reports filed with or furnished to
         the Commission 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.

     (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.

     The undersigned Registrant hereby undertakes that, for purposes
of determining any liability  under the Securities Act of 1933, each
filing of 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.

     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
the 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.
SIGNATURES

     The Registrant.  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 Milford, State of Indiana, on January 28, 2000.

                                CTB INTERNATIONAL CORP.

                                By:  /S/ VICTOR A. MANCINELLI
                                   Victor A. Mancinelli
                                   President and Chief
                                   Executive Officer

                         POWER OF ATTORNEY

            Pursuant  to  the requirements of the Securities Act  of
1933, this Registration Statement  has  been signed by the following
persons in their respective capacities and  on  the respective dates
indicated opposite their names.  Each person whose signature appears
below  hereby authorizes each of  Victor A. Mancinelli  and  Don  J.
Steinhilber, each with full power of substitution, to execute in the
name and  on  behalf  of such person any post-effective amendment to
this Registration Statement  and  to  file  the  same, with exhibits
thereto,  and other documents in connection therewith,  making  such
changes in  this  Registration  Statement  as  the  registrant deems
appropriate, and appoints each of J. Christopher Chocola  and Don J.
Steinhilber,  each with full power of substitution, attorney-in-fact
to sign any amendment  and  any  post-effective  amendment  to  this
Registration  Statement and to file the same, with exhibits thereto,
and other documents in connection therewith.

SIGNATURE                    TITLE DATE

/S/ VICTOR A. MANCINELLI     President, Chief    January 28, 2000
Victor A. Mancinelli         Executive Officer
                             and Director
                             (Principal
                             Executive Officer)

 /S/ DON J. STEINHILBER      Vice President and  January 28, 2000
Don J. Steinhilber           Chief Financial
                             Officer (Principal
                             Financial Officer
                             and Principal
                             Accounting Officer)

  /S/ CARYL M. CHOCOLA       Director            January 28, 2000
Caryl M. Chocola

/S/ MICHAEL G. FISCH         Director            January 28, 2000
Michael G. Fisch

   /S/ LARRY D. GREENE       Director            January 28, 2000
Larry D. Greene

  /S/ FRANK S. HERMANCE      Director            January 28, 2000
Frank S. Hermance

   /S/ DAVID L. HORING       Director            January 28, 2000
David L. Horing

  /S/ CHARLES D. KLEIN       Director            January 28, 2000
Charles D. Klein

/S/ J. CHRISTOPHER CHOCOLA   Director            January 28, 2000
J. Christopher Chocola

 /S/ GERARD VAN ROOIJEN      Director            January 28, 2000
Gerard van Rooijen
THE   PLAN.    Pursuant   to  the  requirements  of  the
Securities  Act  of  1933,  the  trustees  (or   other  persons  who
administer  the  employee  benefit  plan)  have  duly  caused   this
Registration   Statement   to   be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized,  in  the  City  of  Milford,
State of Indiana on January 28, 2000.

                            CTB, INC. PROFIT SHARING PLAN

                            By:  CTB, Inc. Profit
                                 Sharing Committee

                                     /S/ DON J. STEINHILBER
                                 Don J. Steinhilber, Member

                                  /S/ MICHAEL J. KISSANE
                                 Michael J. Kissane, Member

                                  /S/ MARK W. NEAL
                                 Mark W. Neal, Member

                                  /S/ RICHARD A. VAN PUFFELEN
                                 Richard A. Van Puffelen, Member
INDEX TO EXHIBITS

      Exhibit
        NO.                DESCRIPTION OF EXHIBIT

        4.1     Restated Articles of Incorporation of
                the Registrant.

        4.2     By-Laws of the Registrant.

        4.3     CTB, Inc. Profit Sharing Plan.

       23.1     Consent of Deloitte & Touche LLP

        24      Powers of Attorney (included on the Signature
                Page of the Registration Statement).