<PAGE>


    As filed with the Securities and Exchange Commission on November 4, 1996

                                                Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------

                              WTD INDUSTRIES, INC.
             (Exact name of Registrant as specified in its charter)

        Oregon                                              98-0832150
(State or other jurisdiction                (I.R.S. Employer Identification No.)
 of incorporation or organization)

                      10260 S.W. Greenburg Road, Suite 900
                             Portland, Oregon 97223
          (Address of Principal Executive Offices, including zip code)

                   WTD INDUSTRIES, INC. 1996 STOCK OPTION PLAN
                            (Full title of the Plan)

                                ROBERT J. RIECKE
                                 General Counsel
                      10260 S.W. Greenburg Road, Suite 900
                             Portland, Oregon 97223
                                 (503) 246-3440
 (Name, address and telephone number, including area code, of agent for service)

                             ----------------------
                                    Copy to:
                               ROY W. TUCKER, ESQ.
                              SEHAR S. AHMAD, ESQ.
                                  Perkins Coie
                       1211 S.W. Fifth Avenue, Suite 1500
                             Portland, Oregon 97204
                             ----------------------


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
---------------------------- ----------------- ----------------------------- ----------------------------- ------------------
    Title of Securities        Amount to Be          Proposed Maximum              Proposed Maximum            Amount of
     to Be Registered         Registered(1)    Offering Price Per Share(2)   Aggregate Offering Price(2)   Registration Fee
---------------------------- ----------------- ----------------------------- ----------------------------- ------------------
<S>                          <C>               <C>                           <C>                           <C>
  Common Stock, no par value per share:
   WTD Industries, Inc.
     1996 Stock Option Plan      525,000                   $1.86                       $976,500                  $295.91

============================ ----------------- ----------------------------- ----------------------------- ------------------
<FN>
(1)      Together with an indeterminate  number of additional shares that may be
         necessary to adjust the number of shares  reserved  for issuance  under
         the WTD  Industries,  Inc.  1996 Stock Option Plan as the result of any
         future  stock  split,  stock  dividend  or  similar  adjustment  of the
         outstanding Common Stock of the Registrant.

(2)      Estimated  pursuant to Rule 457(h) under the Securities Act of 1933, as
         amended,  solely for the purpose of calculating the  registration  fee.
         The price per share is  estimated  to be $1.86  based on the average of
         the  high  and  low  price   reported  for  the  Common  Stock  in  the
         over-the-counter  market on October  30, 1996 as reported on the Nasdaq
         National Market.
</FN>
</TABLE>


                                       1
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following  documents are hereby  incorporated  by reference in this
Registration Statement:

                  (a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended April 30, 1996 filed with the Securities and Exchange Commission (the
"Commission");

                  (b) The  Registrant's  Quarterly  Report  on Form 10-Q for the
quarter ended July 31, 1996 filed with the Commission; and

                  (c) The description of the Registrant's Common Stock contained
in the  Registration  Statement on Form 8-A filed with the  Commission on August
26, 1987 under Section 12(g) of the Securities  Exchange Act of 1934, as amended
(the "Exchange Act") and as amended on Form 8 filed with the Commission on March
17,  1989 and  including  any  amendment  or  reports  filed for the  purpose of
updating such description.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c),  14 and 15(d) of the  Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that the securities offered
hereby have been sold or which  deregisters  the securities  covered hereby then
remaining unsold, shall also be deemed to be incorporated by reference into this
Registration  Statement  and to be a part hereof  commencing  on the  respective
dates on which such documents are filed.

Item 6.  Indemnification of Directors and Officers

         As an Oregon  corporation  the  Registrant  is  subject  to the  Oregon
Business  Corporation  Act (the "Act") and the  exculpation  from  liability and
indemnification  provisions contained therein.  Pursuant to Section 60.047(2)(d)
of  the  Act,  Article  7  of  the  Registrant's  Fourth  Restated  Articles  of
Incorporation  (the  "Articles")  eliminates  the liability of the  Registrant's
directors to the Registrant or its  shareholders to the fullest extent permitted
by the Act.

         Section  60.391  of the Act  allows  corporations  to  indemnify  their
directors and officers against liability where the director or officer has acted
in good faith and with a reasonable  belief that actions  taken were in the best
interests of the corporation or at least not opposed to the  corporation's  best
interests  and, if in a criminal  proceeding,  the  individual had no reasonable
cause  to  believe  the  conduct  in  question  was  unlawful.  Under  the  Act,
corporations may not indemnify  against  liability in connection with a claim by
or in the right of the corporation or for any improper personal benefit in which
the director or officer was adjudged liable to the  corporation.  Section 60.394
of the Act mandates  indemnification for all reasonable expenses incurred in the
successful defense of any claim made or threatened whether or not such claim was
by or in the right of the corporation.  Finally,  pursuant to the Section 60.401
of the  Act,  a court  may  order  indemnification  in view of all the  relevant
circumstances,  whether or not the  director or officer met the  good-faith  and
reasonable belief standards of conduct set out in Section 60.391 of the Act.

         Section   60.414  of  the  Act  also   provides   that  the   statutory
indemnification provisions are not deemed exclusive of any other rights to which
directors  or  officers  may be  entitled  under  a  corporation's  articles  of
incorporation or bylaws, any agreement,  general or specific action of the board
of directors, vote of shareholders or otherwise.

     The Articles  provide  that the  Registrant  is required to  indemnify  its
current and former directors and officers to the fullest extent permitted by law
and may  indemnify its current and former  employees or agents.  Indemnification
Agreements executed by all directors and officers of the Registrant obligate the
Registrant to


                                        2
<PAGE>
indemnify such individuals for liabilities  incurred by such  individuals  while
serving as directors or officers of the Registrant.

Item 8.  Exhibits

     Exhibit
      Number               Description
     -------  ------------------------------------------------------------------
       5.1    Opinion of Perkins Coie regarding legality of the Common Stock
              being registered

      23.1    Consent of Moss Adams LLP

      23.2    Consent of Perkins Coie
                (included in the opinion filed as Exhibit 5.1)

      99.1    WTD Industries, Inc. 1996 Stock Option Plan

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, as amended (the "Securities Act");

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of this  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 this Registration
Statement; and

                 (iii) To include any material  information  with respect to the
plan of distribution not previously disclosed in this Registration  Statement or
any material change to such information in this Registration Statement;

provided,  however, that paragraphs (1)(i) and (1)(ii) above do not apply if 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  Exchange  Act that  are  incorporated  by
reference in this Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, 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.

B.  The  undersigned   Registrant   hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where applicable,  each filing of an employee benefits plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in this 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
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 Commission such  indemnification  is
against public policy as expressed

                                        3
<PAGE>
in the  Securities  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
Securities Act and will be governed by the final adjudication of such issue.

                                        4
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Portland, State of Oregon, on November 4, 1996.

                                   WTD INDUSTRIES, INC.

                                   By:/s/Bruce L. Engel
                                      -----------------
                                      Bruce L. Engel
                                      President

                                POWER OF ATTORNEY

         Each person whose individual  signature appears below hereby authorizes
Bruce L. Engel and K. Stanley Martin and each of them as attorneys-in-fact, with
full power of substitution, to execute in the name and on behalf of such person,
individually  and in  each  capacity  stated  below,  and to  file,  any and all
amendments to this Registration Statement,  including any and all post-effective
amendments  with  the  Securities  and  Exchange  Commission  or any  regulatory
authority.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities indicated on November 4, 1996.

               Signature                              Title

           /s/ Bruce L. Engel               President and Director
-------------------------------------------- (Principal Executive Officer)
               Bruce L. Engel

           /s/ K. Stanley Martin            Vice President-Finance and Director
-------------------------------------------- (Principal Financial Officer and
               K. Stanley Martin             Principal Accounting Officer)


           /s/ Robert J. Riecke             Vice President-Administration
--------------------------------------------   and Director
               Robert J. Riecke

           /s/ Scott Christie               Director
--------------------------------------------
               Scott Christie

           /s/ William H. Wright            Director
--------------------------------------------
               William H. Wright

           /s/ Richard W. Detweiler         Director
--------------------------------------------
               Richard W. Detweiler


                                        5
<PAGE>
                                INDEX TO EXHIBITS

     Exhibit                                                       Sequentially
      Number                      Description                      Numbered Page
     -------      -----------------------------------------------  -------------
        5.1       Opinion of Perkins Coie regarding legality of          7
                  the Common Stock being registered


       23.1       Consent of Moss Adams LLP                              8


       23.2       Consent of Perkins Coie (included in the opinion
                  filed as Exhibit 5.1)                                  9


       99.1       WTD Industries, Inc. 1996 Stock Option Plan           10


                                       6
<PAGE>
                                                                     Exhibit 5.1





                                November 4, 1996



WTD Industries, Inc.
10260 S.W. Greenburg Road, Suite 900
Portland, Oregon  97223

         Re:    525,000 Shares of Common Stock (no par value) of WTD Industries,
                Inc. (the "Company")

Gentlemen and Ladies:

         We have  acted  as  counsel  to the  Company  in  connection  with  the
preparation  of  a  Registration   Statement  on  Form  S-8  (the  "Registration
Statement")  under the  Securities  Act of 1933,  as amended (the "Act"),  to be
filed with the Securities and Exchange  Commission  with respect to an aggregate
of 525,000 shares of Common Stock,  no par value of the Company (the  "Shares"),
which may be issued pursuant to the WTD Industries,  Inc. 1996 Stock Option Plan
(the "Plan"). We have examined the Registration Statement and such documents and
records of the Company and other  documents as we have deemed  necessary for the
purpose of this opinion.

         We are of the  opinion  that the  Shares  that will be issued  upon the
exercise of stock options granted pursuant to the Plan have been duly authorized
and that, upon the receipt of the consideration  therefor in accordance with the
terms of the Plan and  issuance  thereof  by the  Company,  the  Shares  will be
validly issued, fully paid and nonassessable.

         We hereby  consent to the filing of this  opinion as Exhibit 5.1 to the
Registration  Statement.  In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.

                                Very truly yours,


                                                                /s/Perkins Coie
                                                                ---------------
                                                                   PERKINS COIE


                                       7
<PAGE>

                                                                   Exhibit 23.1


               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



         We  hereby   consent  to  the   incorporation   by   reference  in  the
Registration Statement on Form S-8 pertaining to WTD Industries, Inc. 1996 Stock
Option Plan with respect to the  financial  statements of WTD  Industries,  Inc.
which appear in the WTD Industries, Inc. Annual Report on Form 10-K for the year
ended April 30, 1996, filed with the Securities and Exchange Commission.

                                                             /s/ Moss Adams LLP
                                                             ------------------
                                                                 MOSS ADAMS LLP


Beaverton, Oregon
November 4, 1996


                                       8
<PAGE>
                                                                    Exhibit 23.2





                                November 4, 1996



WTD Industries, Inc.
10260 S.W. Greenburg Road, Suite 900
Portland, Oregon  97223

         Re:    525,000 Shares of Common Stock (no par value) of WTD Industries,
                Inc. (the "Company")

Gentlemen and Ladies:

         We have  acted  as  counsel  to the  Company  in  connection  with  the
preparation  of  a  Registration   Statement  on  Form  S-8  (the  "Registration
Statement")  under the  Securities  Act of 1933,  as amended (the "Act"),  to be
filed with the Securities and Exchange  Commission  with respect to an aggregate
of 525,000 shares of Common Stock,  no par value of the Company (the  "Shares"),
which may be issued pursuant to the WTD Industries,  Inc. 1996 Stock Option Plan
(the "Plan"). We have examined the Registration Statement and such documents and
records of the Company and other  documents as we have deemed  necessary for the
purpose of this opinion.

         We are of the  opinion  that the  Shares  that will be issued  upon the
exercise of stock options granted pursuant to the Plan have been duly authorized
and that, upon the receipt of the consideration  therefor in accordance with the
terms of the Plan and  issuance  thereof  by the  Company,  the  Shares  will be
validly issued, fully paid and nonassessable.

         We hereby  consent to the filing of this  opinion as Exhibit 5.1 to the
Registration  Statement.  In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.

                                Very truly yours,


                                                                /s/Perkins Coie
                                                                ---------------
                                                                   PERKINS COIE


                                        9
<PAGE>
                                                                    Exhibit 99.1




                              WTD INDUSTRIES, INC.

                             1996 STOCK OPTION PLAN




                               SECTION 1. PURPOSE


         The purpose of the WTD  Industries,  Inc.  1996 Stock  Option Plan (the
"Plan") is to enhance the long-term  shareholder value of WTD Industries,  Inc.,
an Oregon corporation (the "Company"),  by offering  opportunities to employees,
directors, officers,  consultants,  agents, advisors and independent contractors
of the Company and its  Subsidiaries (as defined in Section 2) to participate in
the Company's growth and success, and to encourage them to remain in the service
of the Company and its  Subsidiaries and to acquire and maintain stock ownership
in the Company.


                             SECTION 2. DEFINITIONS


         For purposes of the Plan,  the following  terms shall be defined as set
forth below:

2.1      Award


         "Award" means an award or grant of Nonqualified Stock Options made to a
Participant pursuant to the Plan.

2.2      Board


         "Board" means the Board of Directors of the Company.

2.3      Cause


         "Cause"  means  dishonesty,  fraud,  misconduct,  unauthorized  use  or
disclosure  of  confidential  information  or trade  secrets,  or  conviction or
confession of a crime punishable by law (except minor violations),  in each case
as  determined  by the  Plan  Administrator,  and  its  determination  shall  be
conclusive and binding.

2.4      Code


         "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

2.5      Common Stock


         "Common Stock" means the common stock, no par value, of the Company.

2.6      Disability


         "Disability" means "disability" as that term is defined for purposes of
the  Company's  Long  Term  Disability  Plan or  other  similar  successor  plan
applicable to salaried employees.

2.7      Exchange Act


         "Exchange Act" means the Securities Exchange Act of 1934, as amended.


                                       10
<PAGE>
2.8      Fair Market Value


         "Fair Market Value" shall be as  established  in good faith by the Plan
Administrator  or, if the Common Stock is listed on the Nasdaq National  Market,
the last  reported  sales  price for the Common  Stock as reported by the Nasdaq
National Market for a single trading day. If there is no such reported price for
the Common Stock for the date in question, then such price on the last preceding
date for which such  price  exists  shall be  determinative  of the Fair  Market
Value.

2.9      Grant Date


         "Grant Date" means the date the Plan Administrator adopted the granting
resolution or a later date designated in a resolution of the Plan  Administrator
as the date an Award is to be granted.

2.10     Holder


         "Holder"  means the  Participant  to whom an Award is granted or, for a
Holder who has died, the personal  representative  of the Holder's  estate,  the
person(s) to whom the Holder's rights under the Award have passed by will or the
applicable  laws of  descent  and  distribution  or the  beneficiary  designated
pursuant to Section 8.

2.11     Nonqualified Stock Option


         "Nonqualified  Stock Option"  means an Option to purchase  Common Stock
granted under Section 7 that does not qualify as an "incentive  stock option" as
that term is defined in Section 422 of the Code.

2.12     Option


         "Option"  means  the  right  to  purchase  Common  Stock  granted under
Section 7.

2.13     Participant


         "Participant"  means an  individual  who is a Holder of an Award or, as
the context may require, any employee,  director,  officer,  consultant,  agent,
advisor or  independent  contractor of the Company or a Subsidiary  who has been
designated by the Plan Administrator as eligible to participate in the Plan.

2.14     Plan Administrator


         "Plan  Administrator"  means  the Board or any  committee  of the Board
designated to administer the Plan under Section 3.1.

2.15     Securities Act


         "Securities Act" means the Securities Act of 1933, as amended.

2.16     Subsidiary


         "Subsidiary" means any entity that is directly or indirectly controlled
by the Company or in which the Company has a significant  ownership interest, as
determined by the Plan Administrator, and any entity that may become a direct or
indirect parent of the Company.


                                       11
<PAGE>
                            SECTION 3. ADMINISTRATION


3.1      Plan Administrator


         The  Plan  shall  be  administered  by  the  Board  or a  committee  or
committees (which term includes  subcommittees)  appointed by, and consisting of
two or more  members  of,  the  Board.  If and so long as the  Common  Stock  is
registered  under  Section  12(b) or 12(g) of the Exchange  Act, the Board shall
consider in selecting the Plan Administrator and the membership of any committee
acting as Plan Administrator for the Plan with respect to any persons subject or
likely to become  subject to Section 16 under the  Exchange  Act the  provisions
regarding (a) "outside  directors" as contemplated by Section 162(m) of the Code
and (b) "nonemployee directors" as contemplated by Rule 16b-3 under the Exchange
Act. The Board may delegate the  responsibility  for administering the Plan with
respect to designated classes of eligible  Participants to different committees,
subject to such limitations as the Board deems  appropriate.  Committee  members
shall serve for such term as the Board may determine,  subject to removal by the
Board at any time.

3.2      Administration and Interpretation by the Plan Administrator


         Except for the terms and  conditions  explicitly set forth in the Plan,
the Plan Administrator  shall have exclusive  authority,  in its discretion,  to
determine all matters relating to Awards under the Plan, including the selection
of  individuals  to be  granted  Awards,  the  number of shares of Common  Stock
subject to an Award, all terms,  conditions,  restrictions  and limitations,  if
any, of an Award and the terms of any instrument  that evidences the Award.  The
Plan Administrator shall also have exclusive authority to interpret the Plan and
may from time to time  adopt,  and  change,  rules and  regulations  of  general
application   for  the   Plan's   administration.   The   Plan   Administrator's
interpretation of the Plan and its rules and regulations,  and all actions taken
and determinations made by the Plan Administrator pursuant to the Plan, shall be
conclusive  and  binding  on  all  parties   involved  or  affected.   The  Plan
Administrator  may  delegate  administrative  duties  to such  of the  Company's
officers as it so determines.


                      SECTION 4. STOCK SUBJECT TO THE PLAN


4.1      Authorized Number of Shares


         Subject to  adjustment  from time to time as provided in Section 9.1, a
maximum of 525,000  shares of Common Stock shall be available for issuance under
the Plan.  Shares  issued  under the Plan  shall be drawn  from  authorized  and
unissued shares or shares now held or subsequently acquired by the Company.

4.2      Limitations


         Subject to adjustment from time to time as provided in Section 9.1, not
more than 50,000  shares of Common Stock may be made subject to Awards under the
Plan to any  individual  Participant  in the aggregate in any one fiscal year of
the Company,  except that the Plan  Administrator  may make  additional  onetime
grants of up to 100,000 shares to newly hired  Participants,  such limitation to
be  applied in a manner  consistent  with the  requirements  of, and only to the
extent  required for  compliance  with,  the  exclusion  from the  limitation on
deductibility of compensation under Section 162(m) of the Code.

4.3      Reuse of Shares


         Any shares of Common Stock that have been made subject to an Award that
cease to be subject to the Award (other than by reason of exercise or payment of
the Award to the extent it is exercised  for in shares) shall again be available
for  issuance  in  connection  with  future  grants  of  Awards  under the Plan;
provided,  however,  that for  purposes of Section 4.2, any such shares shall be
counted in accordance with the requirements of Section 162(m) of the Code.


                                       12
<PAGE>
                             SECTION 5. ELIGIBILITY


         Awards may be granted under the Plan to those  officers,  directors and
key employees of the Company and its Subsidiaries as the Plan Administrator from
time to time selects.  Awards may also be made to consultants,  agents, advisors
and  independent  contractors  who  provide  services  to the  Company  and  its
Subsidiaries.


                                SECTION 6. AWARDS


6.1      Form and Grant of Awards


         The  Plan  Administrator   shall  have  the  authority,   in  its  sole
discretion, to determine the Awards to be made under the Plan. Such Awards shall
consist of Nonqualified Stock Options.

6.2      Acquired Company Awards


         Notwithstanding  anything  in  the  Plan  to  the  contrary,  the  Plan
Administrator  may grant Awards under the Plan in substitution for awards issued
under other plans,  or assume under the Plan awards issued under other plans, if
the  other  plans  are or were  plans  of  other  acquired  entities  ("Acquired
Entities")  (or  the  parent  of the  Acquired  Entity)  and the  new  Award  is
substituted, or the old award is assumed, by reason of a merger,  consolidation,
acquisition  of  property  or  of  stock,  reorganization  or  liquidation  (the
"Acquisition  Transaction").  In the event that a written agreement  pursuant to
which the Acquisition Transaction is completed is approved by the Board and said
agreement  sets  forth the  terms  and  conditions  of the  substitution  for or
assumption  of  outstanding  awards  of the  Acquired  Entity,  said  terms  and
conditions  shall be deemed to be the action of the Plan  Administrator  without
any further  action by the Plan  Administrator,  except as may be  required  for
compliance  with Rule 16b3 under the Exchange Act, and the persons  holding such
Awards shall be deemed to be Participants and Holders.


                          SECTION 7. AWARDS OF OPTIONS


7.1      Grant of Options


         The Plan  Administrator  is  authorized  under  the  Plan,  in its sole
discretion, to issue Nonqualified Stock Options.

7.2      Option Exercise Price


         The  exercise  price for shares  purchased  under an Option shall be as
determined by the Plan Administrator, but shall not be less than 85% of the Fair
Market Value of the Common Stock on the Grant Date.

7.3      Term of Options


         The  term  of  each  Option  shall  be  as   established  by  the  Plan
Administrator or, if not so established, shall be 10 years from the Grant Date.

7.4      Exercise of Options


         The Plan Administrator shall establish and set forth in each instrument
that  evidences  an Option  the time at which or the  installments  in which the
Option shall become  exercisable,  which provisions may be waived or modified by
the Plan  Administrator  at any time. If not so  established  in the  instrument
evidencing  the  Option,  the Option will become  exercisable  according  to the
following schedule, which may be waived or modified by the Plan Administrator at
any time:


                                       13
<PAGE>
Period of Holder's Continuous Employment or Service
      With the Company or Its Subsidiaries              Percent of Total Option
           From the Option Grant Date                     That Is Exercisable
--------------------------------------------------      ------------------------
                      After 6 months                             20%
                       After 1 year                              40%
                       After 2 years                             60%
                       After 3 years                             80%
                       After 4 years                            100%


         To the extent that the right to purchase shares has accrued thereunder,
an Option may be exercised  from time to time by written  notice to the Company,
in accordance with  procedures  established by the Plan  Administrator,  setting
forth the number of shares with  respect to which the Option is being  exercised
and  accompanied  by  payment in full as  described  in  Section  7.5.  The Plan
Administrator  may  determine at any time that an Option may not be exercised as
to less than 100  shares  at any one time (or the  lesser  number  of  remaining
shares covered by the Option).

7.5      Payment of Exercise Price


         The exercise price for shares  purchased  under an Option shall be paid
in full to the Company by delivery of consideration  equal to the product of the
Option  exercise price and the number of shares  purchased.  Such  consideration
must be paid in cash or by check, or, unless the Plan  Administrator at any time
determines otherwise,  a combination of cash and/or check: if and so long as the
Common Stock is  registered  under  Section  12(b) or 12(g) of the Exchange Act,
delivery of a properly  executed  exercise  notice,  together  with  irrevocable
instructions,  to (i) a  brokerage  firm  designated  by the  Company to deliver
promptly to the Company the aggregate  amount of sale proceeds to pay the Option
exercise price and any withholding tax obligations  that may arise in connection
with the  exercise  and (ii) the  Company to deliver the  certificates  for such
purchased  shares  directly to such brokerage  firm, all in accordance  with the
regulations of the Federal  Reserve Board.  In addition,  the exercise price for
shares  purchased  under an Option may be paid,  either singly or in combination
with one or more of the alternative forms of payment  authorized by this Section
7.5, or by such other consideration as the Plan Administrator may permit.

7.6      Post-Termination Exercises


         The Plan Administrator shall establish and set forth in each instrument
that evidences an Option whether the Option will continue to be exercisable, and
the terms and conditions of such exercise, if a Holder ceases to be employed by,
or to provide services to, the Company or its Subsidiaries, which provisions may
be  waived  or  modified  by  the  Plan  Administrator  at any  time.  If not so
established  in the  instrument  evidencing  the  Option,  the  Option  will  be
exercisable according to the following terms and conditions, which may be waived
or modified by the Plan Administrator at any time.

         In case of  termination  of the Holder's  employment  or services,  the
Option shall be exercisable,  to the extent of the number of shares  purchasable
by the Holder at the date of such  termination,  only (a) within one year if the
termination of the Holder's employment or services is coincident with Disability
or (b) within  one month  after the date the  Holder  ceases to be an  employee,
director, officer,  consultant,  agent, advisor or independent contractor of the
Company or a Subsidiary if termination of the Holder's employment or services is
for any reason  other than death or  Disability,  but in no event later than the
remaining term of the Option. Any Option exercisable at the time of the Holder's
death may be exercised, to the extent of the number of shares purchasable by the
Holder at the date of the Holder's death, by the personal  representative of the
Holder's estate,  the person(s) to whom the Holder's rights under the Award have
passed  by will or the  applicable  laws of  descent  and  distribution,  or the
beneficiary  designated  pursuant  to Section 8 at any time or from time to time
within  one  year  after  the date of  death,  but in no  event  later  than the
remaining term of the Option.  Any portion of an Option that is not  exercisable
on the  date  of  termination  of the  Holder's  employment  or  services  shall
terminate on such date, unless the Plan Administrator  determines otherwise.  In
case of termination of the Holder's employment or services for Cause, the Option
shall  automatically  terminate  upon first  notification  to the Holder of such
termination,  unless the Plan Administrator  determines otherwise. If a Holder's
employment or services with the Company are suspended


                                       14
<PAGE>
pending an  investigation of whether the Holder shall be  terminated  for Cause,
all the Holder's  rights under any Option likewise shall be suspended during the
period of investigation.

         A transfer of employment  or services  between or among the Company and
its  Subsidiaries  shall  not be  considered  a  termination  of  employment  or
services.  The  effect of a Company  approved  leave of absence on the terms and
conditions of an option shall be determined  by the Plan  Administrator,  in its
sole discretion.


                            SECTION 8. ASSIGNABILITY


         No Award granted under the Plan may be assigned, pledged or transferred
by the Holder  other than by will or by the laws of  descent  and  distribution,
and,  during the Holder's  lifetime,  such Awards may be  exercised  only by the
Holder.  Notwithstanding  the  foregoing,  the Plan  Administrator,  in its sole
discretion,  may permit such  assignment,  transfer and  exercisability  and may
permit a Holder of such Awards to designate a  beneficiary  who may exercise the
Award or  receive  compensation  under  the  Award  after  the  Holder's  death;
provided, however, that any Award so assigned or transferred shall be subject to
all the same terms and  conditions  contained in the  instrument  evidencing the
Award.


                             SECTION 9. ADJUSTMENTS


9.1      Adjustment of Shares


         The  aggregate  number  and class of shares  for which  Options  may be
granted under the Plan, the maximum  number and class of securities  that may be
made  subject to Awards to any  individual  Participant  as set forth in Section
4.2, the number and class of shares covered by each  outstanding  Option and the
exercise  price  per  share  thereof  (but not the  total  price)  shall  all be
proportionately  adjusted  for any  increase or decrease in the number of issued
shares of Common Stock resulting from a split-up or  consolidation  of shares or
any like capital adjustment, or the payment of any stock dividend.

9.2      Cash, Stock or Other Property for Stock


         Except as provided in Section 9.3,  upon a merger  (other than a merger
of the Company in which the holders of shares of Common Stock  immediately prior
to the merger have the same proportionate ownership of shares of Common Stock in
the  surviving  corporation   immediately  after  the  merger),   consolidation,
acquisition of property or stock, separation,  reorganization (other than a mere
reincorporation  or the  creation of a holding  company) or  liquidation  of the
Company,  as a result of which the  shareholders  of the Company  receive  cash,
stock or other  property in exchange for or in  connection  with their shares of
Common Stock, any Option granted hereunder shall terminate,  but the Participant
shall  have the  right  immediately  prior to any  such  merger,  consolidation,
acquisition of property or stock,  separation,  reorganization or liquidation to
exercise  such  Participant's  Option  in  whole or in part  whether  or not the
vesting requirements set forth in the option agreement have been satisfied.

9.3      Conversion of Options on Stock for Stock Exchange


         If the  shareholders  of the Company  receive  capital stock of another
corporation  ("Exchange  Stock") in exchange for their shares of Common Stock in
any transaction  involving a merger,  consolidation,  acquisition of property or
stock,  separation or  reorganization,  all Options  granted  hereunder shall be
converted into options to purchase shares of Exchange Stock,  unless the Company
and the  corporation  issuing  the  Exchange  Stock,  in their sole  discretion,
determine that any or all such Options granted  hereunder shall not be converted
into options to purchase shares of Exchange Stock but instead shall terminate in
accordance with the provisions of Section 9.2. The amount and price of converted
options  shall be  determined  by adjusting  the amount and price of the options
granted  hereunder in the same  proportion as used for determining the number of
shares of Exchange  Stock the holders of the shares of Common  Stock  receive in
such merger,  consolidation,  acquisition  of property or stock,  separation  or
reorganization.  In any such transaction,  other than a merger of the Company in
which the holders of Common Stock  immediately prior to the merger have the same
proportionate ownership of Common Stock in the surviving corporation immediately
after the merger or a mere reincorporation or the creation of a holding company,
the  converted  options  shall  be  fully  vested  whether  or not  the  vesting
requirements  set forth in the option  


                                       15
<PAGE>
agreement have been satisfied;  provided that such  acceleration  will not occur
if, in the opinion of the Company's outside accountants, such acceleration would
render  unavailable   "pooling  of  interests"   accounting  treatment  for  any
reorganization,  merger or  consolidation  of the Company  for which  pooling of
interests accounting treatment is sought by the Company.

9.4      Fractional Shares


         In the event of any  adjustment in the number of shares  covered by any
Option,   any  fractional   shares  resulting  from  such  adjustment  shall  be
disregarded  and each such  Option  shall  cover only the number of full  shares
resulting from such adjustment.

9.5      Determination of Board to Be Final


         All  Section  9  adjustments  shall  be  made  by the  Board,  and  its
determination  as to what  adjustments  shall be made,  and the extent  thereof,
shall be final, binding and conclusive.

9.6      Further Adjustment of Awards


         Subject to Sections 9.2 and 9.3, the Plan Administrator  shall have the
discretion,  exercisable  at any  time  before  a sale,  merger,  consolidation,
reorganization,  liquidation or change in control of the Company,  as defined by
the Plan  Administrator,  to take such  further  action as it  determines  to be
necessary or advisable, and fair and equitable to Participants (but shall not be
limited to)  establishing,  amending or waiving the type,  terms,  conditions or
duration of, or  restrictions  on,  Awards so as to provide for earlier,  later,
extended or additional time for exercise and other  modifications,  and the Plan
Administrator may take such actions with respect to all Participants, to certain
categories  of  Participants  or  only  to  individual  Participants.  The  Plan
Administrator may take such actions before or after granting Awards to which the
action relates and before or after any public  announcement with respect to such
sale, merger,  consolidation,  reorganization,  liquidation or change in control
that is the reason for such action.

9.7      Limitations


         The  grant of  Awards  will in no way  affect  the  Company's  right to
adjust,  reclassify,  reorganize  or  otherwise  change its  capital or business
structure or to merge, consolidate,  dissolve, liquidate or sell or transfer all
or any part of its business or assets.

                             SECTION 10. WITHHOLDING

         The  Company may require the Holder to pay to the Company the amount of
any  withholding  taxes that the Company is required to withhold with respect to
the grant or exercise of any Award. The Company shall have the right to withhold
from any shares of Common Stock  issuable  pursuant to an Award or from any cash
amounts  otherwise due or to become due from the Company to the  Participant  an
amount equal to such taxes. The Company may also deduct from any Award any other
amounts due from the Participant to the Company or a Subsidiary.


                  SECTION 11. AMENDMENT AND TERMINATION OF PLAN


11.1     Amendment of Plan


         The Plan may be amended  only by the Board as it shall deem  advisable;
however,  to the extent  required  for  compliance  with any  applicable  law or
regulation,  shareholder  approval will be required for any amendment  that will
(a) increase the total number of shares as to which Options may be granted under
the Plan or (b) otherwise require shareholder  approval under any applicable law
or regulation.

11.2     Termination of Plan


         The  Company's  shareholders  or the Board may suspend or terminate the
Plan at any time. The Plan will have no fixed expiration date.


                                       16
<PAGE>
11.3     Consent of Holder


         The amendment or termination of the Plan shall not, without the consent
of the  Holder of any Award  under the Plan,  impair or  diminish  any rights or
obligations under any Award theretofore granted under the Plan.


                               SECTION 12. GENERAL


12.1     Award Agreements


         Awards granted under the Plan shall be evidenced by a written agreement
that shall contain such terms,  conditions,  limitations and restrictions as the
Plan  Administrator  shall deem advisable and that are not inconsistent with the
Plan.

12.2     Continued Employment or Services; Rights in Awards


         None of the Plan,  participation  in the Plan as a  Participant  or any
action of the Plan  Administrator  taken  under the Plan shall be  construed  as
giving any  Participant  or  employee of the Company any right to be retained in
the  employ  of the  Company  or limit  the  Company's  right to  terminate  the
employment or services of the Participant.

12.3     Registration; Certificates for Shares


         The Company shall be under no obligation to any Participant to register
for offering or resale or to qualify for exemption  under the Securities Act, or
to register or qualify under state  securities laws, any shares of Common Stock,
security  or  interest in a security  paid or issued  under,  or created by, the
Plan, or to continue in effect any such registrations or qualifications if made.
The Company may issue  certificates  for shares with such legends and subject to
such restrictions on transfer and stop transfer  instructions as counsel for the
Company deems  necessary or desirable for compliance by the Company with federal
and state securities laws.

         Inability  of the Company to obtain,  from any  regulatory  body having
jurisdiction,  the authority deemed by the Company's counsel to be necessary for
the lawful issuance and sale of any shares hereunder or the unavailability of an
exemption from  registration  for the issuance and sale of any shares  hereunder
shall  relieve the Company of any  liability  in respect of the non  issuance or
sale of such  shares as to which such  requisite  authority  shall not have been
obtained.

12.4     No Rights as a Shareholder


         No Award  shall  entitle  the Holder to any  dividend,  voting or other
right of a shareholder  unless and until the date of issuance  under the Plan of
the  shares  that  are  the  subject  of  such  Award,  free  of all  applicable
restrictions.

12.5     Compliance With Laws and Regulations


         Notwithstanding anything in the Plan to the contrary, the Board, in its
sole  discretion,  may bifurcate the Plan so as to restrict,  limit or condition
the use of any  provision  of the  Plan to  Participants  who  are  officers  or
directors  subject to Section 16 of the  Exchange  Act  without so  restricting,
limiting or conditioning the Plan with respect to other Participants.


                                       17
<PAGE>
12.6     No Trust or Fund


         The  Plan  is  intended  to  constitute  an  "unfunded"  plan.  Nothing
contained  herein  shall  require the Company to  segregate  any monies or other
property,  or shares of Common  Stock,  or to create any trusts,  or to make any
special   deposits  for  any  immediate  or  deferred  amounts  payable  to  any
Participant,  and no  Participant  shall have any rights that are  greater  than
those of a general unsecured creditor of the Company.

12.7     Severability


         If any  provision of the Plan or any Award is determined to be invalid,
illegal or  unenforceable  in any  jurisdiction,  or as to any person,  or would
disqualify  the Plan or any Award  under any law deemed  applicable  by the Plan
Administrator, such provision shall be construed or deemed amended to conform to
applicable laws, or, if it cannot be so construed or deemed amended without,  in
the Plan  Administrator's  determination,  materially altering the intent of the
Plan or the Award,  such  provision  shall be stricken as to such  jurisdiction,
person or Award,  and the  remainder of the Plan and any such Award shall remain
in full force and effect.


                           SECTION 13. EFFECTIVE DATE


         The  Plan's  effective  date is the date on which it is  adopted by the
Board,  so long as it is  approved  by the  Company's  shareholders  at any time
within 12 months of such adoption.

         Adopted by the Board on August 20, 1996 and  approved by the  Company's
shareholders on October 21, 1996.


                                       18
<PAGE>
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{"company-data": {"conformed-name": "WTD INDUSTRIES INC", "cik": "0000797543", "assigned-sic": "2421", "irs-number": "930832150", "state-of-incorporation": "OR", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15461", "film-number": "96653810"}, "business-address": {"street1": "10260 SW GREENBURG RD STE 900", "street2": "P O BOX 5805", "city": "PORTLAND", "state": "OR", "zip": "97223-5805", "phone": "5032463440"}, "mail-address": {"street1": "10260 SW GREENBURG RD SUITE 900", "street2": "P.O. BOX 5805", "city": "PORTLAND", "state": "OR", "zip": "97228-5805"}}
As filed with the Securities and Exchange Commission on November 4, 1996

                                                Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------

                              WTD INDUSTRIES, INC.
             (Exact name of Registrant as specified in its charter)

        Oregon                                              98-0832150
(State or other jurisdiction                (I.R.S. Employer Identification No.)
 of incorporation or organization)

                      10260 S.W. Greenburg Road, Suite 900
                             Portland, Oregon 97223
          (Address of Principal Executive Offices, including zip code)

                   WTD INDUSTRIES, INC. 1996 STOCK OPTION PLAN
                            (Full title of the Plan)

                                ROBERT J. RIECKE
                                 General Counsel
                      10260 S.W. Greenburg Road, Suite 900
                             Portland, Oregon 97223
                                 (503) 246-3440
 (Name, address and telephone number, including area code, of agent for service)

                             ----------------------
                                    Copy to:
                               ROY W. TUCKER, ESQ.
                              SEHAR S. AHMAD, ESQ.
                                  Perkins Coie
                       1211 S.W. Fifth Avenue, Suite 1500
                             Portland, Oregon 97204
                             ----------------------

                         CALCULATION OF REGISTRATION FEE
---------------------------- ----------------- ----------------------------- ----------------------------- ------------------
    Title of Securities        Amount to Be          Proposed Maximum              Proposed Maximum            Amount of
     to Be Registered         Registered(1)    Offering Price Per Share(2)   Aggregate Offering Price(2)   Registration Fee
---------------------------- ----------------- ----------------------------- ----------------------------- ------------------
Common Stock, no par value per share:
   WTD Industries, Inc.
     1996 Stock Option Plan      525,000                   $1.86                       $976,500                  $295.91

============================ ----------------- ----------------------------- ----------------------------- ------------------
(1)      Together with an indeterminate  number of additional shares that may be
         necessary to adjust the number of shares  reserved  for issuance  under
         the WTD  Industries,  Inc.  1996 Stock Option Plan as the result of any
         future  stock  split,  stock  dividend  or  similar  adjustment  of the
         outstanding Common Stock of the Registrant.

(2)      Estimated  pursuant to Rule 457(h) under the Securities Act of 1933, as
         amended,  solely for the purpose of calculating the  registration  fee.
         The price per share is  estimated  to be $1.86  based on the average of
         the  high  and  low  price   reported  for  the  Common  Stock  in  the
         over-the-counter  market on October  30, 1996 as reported on the Nasdaq
         National Market.
1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following  documents are hereby  incorporated  by reference in this
Registration Statement:

                  (a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended April 30, 1996 filed with the Securities and Exchange Commission (the
"Commission");

                  (b) The  Registrant's  Quarterly  Report  on Form 10-Q for the
quarter ended July 31, 1996 filed with the Commission; and

                  (c) The description of the Registrant's Common Stock contained
in the  Registration  Statement on Form 8-A filed with the  Commission on August
26, 1987 under Section 12(g) of the Securities  Exchange Act of 1934, as amended
(the "Exchange Act") and as amended on Form 8 filed with the Commission on March
17,  1989 and  including  any  amendment  or  reports  filed for the  purpose of
updating such description.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c),  14 and 15(d) of the  Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that the securities offered
hereby have been sold or which  deregisters  the securities  covered hereby then
remaining unsold, shall also be deemed to be incorporated by reference into this
Registration  Statement  and to be a part hereof  commencing  on the  respective
dates on which such documents are filed.

Item 6.  Indemnification of Directors and Officers

         As an Oregon  corporation  the  Registrant  is  subject  to the  Oregon
Business  Corporation  Act (the "Act") and the  exculpation  from  liability and
indemnification  provisions contained therein.  Pursuant to Section 60.047(2)(d)
of  the  Act,  Article  7  of  the  Registrant's  Fourth  Restated  Articles  of
Incorporation  (the  "Articles")  eliminates  the liability of the  Registrant's
directors to the Registrant or its  shareholders to the fullest extent permitted
by the Act.

         Section  60.391  of the Act  allows  corporations  to  indemnify  their
directors and officers against liability where the director or officer has acted
in good faith and with a reasonable  belief that actions  taken were in the best
interests of the corporation or at least not opposed to the  corporation's  best
interests  and, if in a criminal  proceeding,  the  individual had no reasonable
cause  to  believe  the  conduct  in  question  was  unlawful.  Under  the  Act,
corporations may not indemnify  against  liability in connection with a claim by
or in the right of the corporation or for any improper personal benefit in which
the director or officer was adjudged liable to the  corporation.  Section 60.394
of the Act mandates  indemnification for all reasonable expenses incurred in the
successful defense of any claim made or threatened whether or not such claim was
by or in the right of the corporation.  Finally,  pursuant to the Section 60.401
of the  Act,  a court  may  order  indemnification  in view of all the  relevant
circumstances,  whether or not the  director or officer met the  good-faith  and
reasonable belief standards of conduct set out in Section 60.391 of the Act.

         Section   60.414  of  the  Act  also   provides   that  the   statutory
indemnification provisions are not deemed exclusive of any other rights to which
directors  or  officers  may be  entitled  under  a  corporation's  articles  of
incorporation or bylaws, any agreement,  general or specific action of the board
of directors, vote of shareholders or otherwise.

     The Articles  provide  that the  Registrant  is required to  indemnify  its
current and former directors and officers to the fullest extent permitted by law
and may  indemnify its current and former  employees or agents.  Indemnification
Agreements executed by all directors and officers of the Registrant obligate the
Registrant to

                                        2
indemnify such individuals for liabilities  incurred by such  individuals  while
serving as directors or officers of the Registrant.

Item 8.  Exhibits

     Exhibit
      Number               Description
     -------  ------------------------------------------------------------------
       5.1    Opinion of Perkins Coie regarding legality of the Common Stock
              being registered

      23.1    Consent of Moss Adams LLP

      23.2    Consent of Perkins Coie
                (included in the opinion filed as Exhibit 5.1)

      99.1    WTD Industries, Inc. 1996 Stock Option Plan

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, as amended (the "Securities Act");

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of this  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 this Registration
Statement; and

                 (iii) To include any material  information  with respect to the
plan of distribution not previously disclosed in this Registration  Statement or
any material change to such information in this Registration Statement;

provided,  however, that paragraphs (1)(i) and (1)(ii) above do not apply if 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  Exchange  Act that  are  incorporated  by
reference in this Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, 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.

B.  The  undersigned   Registrant   hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where applicable,  each filing of an employee benefits plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in this 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
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 Commission such  indemnification  is
against public policy as expressed

                                        3
in the  Securities  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
Securities Act and will be governed by the final adjudication of such issue.

                                        4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Portland, State of Oregon, on November 4, 1996.

                                   WTD INDUSTRIES, INC.

                                   By:/s/Bruce L. Engel
                                      -----------------
                                      Bruce L. Engel
                                      President

                                POWER OF ATTORNEY

         Each person whose individual  signature appears below hereby authorizes
Bruce L. Engel and K. Stanley Martin and each of them as attorneys-in-fact, with
full power of substitution, to execute in the name and on behalf of such person,
individually  and in  each  capacity  stated  below,  and to  file,  any and all
amendments to this Registration Statement,  including any and all post-effective
amendments  with  the  Securities  and  Exchange  Commission  or any  regulatory
authority.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities indicated on November 4, 1996.

               Signature                              Title

           /s/ Bruce L. Engel               President and Director
-------------------------------------------- (Principal Executive Officer)
               Bruce L. Engel

           /s/ K. Stanley Martin            Vice President-Finance and Director
-------------------------------------------- (Principal Financial Officer and
               K. Stanley Martin             Principal Accounting Officer)

           /s/ Robert J. Riecke             Vice President-Administration
--------------------------------------------   and Director
               Robert J. Riecke

           /s/ Scott Christie               Director
--------------------------------------------
               Scott Christie

           /s/ William H. Wright            Director
--------------------------------------------
               William H. Wright

           /s/ Richard W. Detweiler         Director
--------------------------------------------
               Richard W. Detweiler

                                        5
INDEX TO EXHIBITS

     Exhibit                                                       Sequentially
      Number                      Description                      Numbered Page
     -------      -----------------------------------------------  -------------
        5.1       Opinion of Perkins Coie regarding legality of          7
                  the Common Stock being registered

       23.1       Consent of Moss Adams LLP                              8

       23.2       Consent of Perkins Coie (included in the opinion
                  filed as Exhibit 5.1)                                  9

       99.1       WTD Industries, Inc. 1996 Stock Option Plan           10

                                       6
Exhibit 5.1

                                November 4, 1996

WTD Industries, Inc.
10260 S.W. Greenburg Road, Suite 900
Portland, Oregon  97223

         Re:    525,000 Shares of Common Stock (no par value) of WTD Industries,
                Inc. (the "Company")

Gentlemen and Ladies:

         We have  acted  as  counsel  to the  Company  in  connection  with  the
preparation  of  a  Registration   Statement  on  Form  S-8  (the  "Registration
Statement")  under the  Securities  Act of 1933,  as amended (the "Act"),  to be
filed with the Securities and Exchange  Commission  with respect to an aggregate
of 525,000 shares of Common Stock,  no par value of the Company (the  "Shares"),
which may be issued pursuant to the WTD Industries,  Inc. 1996 Stock Option Plan
(the "Plan"). We have examined the Registration Statement and such documents and
records of the Company and other  documents as we have deemed  necessary for the
purpose of this opinion.

         We are of the  opinion  that the  Shares  that will be issued  upon the
exercise of stock options granted pursuant to the Plan have been duly authorized
and that, upon the receipt of the consideration  therefor in accordance with the
terms of the Plan and  issuance  thereof  by the  Company,  the  Shares  will be
validly issued, fully paid and nonassessable.

         We hereby  consent to the filing of this  opinion as Exhibit 5.1 to the
Registration  Statement.  In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.

                                Very truly yours,

                                                                /s/Perkins Coie
                                                                ---------------
                                                                   PERKINS COIE

                                       7
Exhibit 23.1

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

         We  hereby   consent  to  the   incorporation   by   reference  in  the
Registration Statement on Form S-8 pertaining to WTD Industries, Inc. 1996 Stock
Option Plan with respect to the  financial  statements of WTD  Industries,  Inc.
which appear in the WTD Industries, Inc. Annual Report on Form 10-K for the year
ended April 30, 1996, filed with the Securities and Exchange Commission.

                                                             /s/ Moss Adams LLP
                                                             ------------------
                                                                 MOSS ADAMS LLP

Beaverton, Oregon
November 4, 1996

                                       8
Exhibit 23.2

                                November 4, 1996

WTD Industries, Inc.
10260 S.W. Greenburg Road, Suite 900
Portland, Oregon  97223

         Re:    525,000 Shares of Common Stock (no par value) of WTD Industries,
                Inc. (the "Company")

Gentlemen and Ladies:

         We have  acted  as  counsel  to the  Company  in  connection  with  the
preparation  of  a  Registration   Statement  on  Form  S-8  (the  "Registration
Statement")  under the  Securities  Act of 1933,  as amended (the "Act"),  to be
filed with the Securities and Exchange  Commission  with respect to an aggregate
of 525,000 shares of Common Stock,  no par value of the Company (the  "Shares"),
which may be issued pursuant to the WTD Industries,  Inc. 1996 Stock Option Plan
(the "Plan"). We have examined the Registration Statement and such documents and
records of the Company and other  documents as we have deemed  necessary for the
purpose of this opinion.

         We are of the  opinion  that the  Shares  that will be issued  upon the
exercise of stock options granted pursuant to the Plan have been duly authorized
and that, upon the receipt of the consideration  therefor in accordance with the
terms of the Plan and  issuance  thereof  by the  Company,  the  Shares  will be
validly issued, fully paid and nonassessable.

         We hereby  consent to the filing of this  opinion as Exhibit 5.1 to the
Registration  Statement.  In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.

                                Very truly yours,

                                                                /s/Perkins Coie
                                                                ---------------
                                                                   PERKINS COIE

                                        9
Exhibit 99.1

                              WTD INDUSTRIES, INC.

                             1996 STOCK OPTION PLAN

                               SECTION 1. PURPOSE

         The purpose of the WTD  Industries,  Inc.  1996 Stock  Option Plan (the
"Plan") is to enhance the long-term  shareholder value of WTD Industries,  Inc.,
an Oregon corporation (the "Company"),  by offering  opportunities to employees,
directors, officers,  consultants,  agents, advisors and independent contractors
of the Company and its  Subsidiaries (as defined in Section 2) to participate in
the Company's growth and success, and to encourage them to remain in the service
of the Company and its  Subsidiaries and to acquire and maintain stock ownership
in the Company.

                             SECTION 2. DEFINITIONS

         For purposes of the Plan,  the following  terms shall be defined as set
forth below:

2.1      Award

         "Award" means an award or grant of Nonqualified Stock Options made to a
Participant pursuant to the Plan.

2.2      Board

         "Board" means the Board of Directors of the Company.

2.3      Cause

         "Cause"  means  dishonesty,  fraud,  misconduct,  unauthorized  use  or
disclosure  of  confidential  information  or trade  secrets,  or  conviction or
confession of a crime punishable by law (except minor violations),  in each case
as  determined  by the  Plan  Administrator,  and  its  determination  shall  be
conclusive and binding.

2.4      Code

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

2.5      Common Stock

         "Common Stock" means the common stock, no par value, of the Company.

2.6      Disability

         "Disability" means "disability" as that term is defined for purposes of
the  Company's  Long  Term  Disability  Plan or  other  similar  successor  plan
applicable to salaried employees.

2.7      Exchange Act

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

                                       10
2.8      Fair Market Value

         "Fair Market Value" shall be as  established  in good faith by the Plan
Administrator  or, if the Common Stock is listed on the Nasdaq National  Market,
the last  reported  sales  price for the Common  Stock as reported by the Nasdaq
National Market for a single trading day. If there is no such reported price for
the Common Stock for the date in question, then such price on the last preceding
date for which such  price  exists  shall be  determinative  of the Fair  Market
Value.

2.9      Grant Date

         "Grant Date" means the date the Plan Administrator adopted the granting
resolution or a later date designated in a resolution of the Plan  Administrator
as the date an Award is to be granted.

2.10     Holder

         "Holder"  means the  Participant  to whom an Award is granted or, for a
Holder who has died, the personal  representative  of the Holder's  estate,  the
person(s) to whom the Holder's rights under the Award have passed by will or the
applicable  laws of  descent  and  distribution  or the  beneficiary  designated
pursuant to Section 8.

2.11     Nonqualified Stock Option

         "Nonqualified  Stock Option"  means an Option to purchase  Common Stock
granted under Section 7 that does not qualify as an "incentive  stock option" as
that term is defined in Section 422 of the Code.

2.12     Option

         "Option"  means  the  right  to  purchase  Common  Stock  granted under
Section 7.

2.13     Participant

         "Participant"  means an  individual  who is a Holder of an Award or, as
the context may require, any employee,  director,  officer,  consultant,  agent,
advisor or  independent  contractor of the Company or a Subsidiary  who has been
designated by the Plan Administrator as eligible to participate in the Plan.

2.14     Plan Administrator

         "Plan  Administrator"  means  the Board or any  committee  of the Board
designated to administer the Plan under Section 3.1.

2.15     Securities Act

         "Securities Act" means the Securities Act of 1933, as amended.

2.16     Subsidiary

         "Subsidiary" means any entity that is directly or indirectly controlled
by the Company or in which the Company has a significant  ownership interest, as
determined by the Plan Administrator, and any entity that may become a direct or
indirect parent of the Company.

                                       11
SECTION 3. ADMINISTRATION

3.1      Plan Administrator

         The  Plan  shall  be  administered  by  the  Board  or a  committee  or
committees (which term includes  subcommittees)  appointed by, and consisting of
two or more  members  of,  the  Board.  If and so long as the  Common  Stock  is
registered  under  Section  12(b) or 12(g) of the Exchange  Act, the Board shall
consider in selecting the Plan Administrator and the membership of any committee
acting as Plan Administrator for the Plan with respect to any persons subject or
likely to become  subject to Section 16 under the  Exchange  Act the  provisions
regarding (a) "outside  directors" as contemplated by Section 162(m) of the Code
and (b) "nonemployee directors" as contemplated by Rule 16b-3 under the Exchange
Act. The Board may delegate the  responsibility  for administering the Plan with
respect to designated classes of eligible  Participants to different committees,
subject to such limitations as the Board deems  appropriate.  Committee  members
shall serve for such term as the Board may determine,  subject to removal by the
Board at any time.

3.2      Administration and Interpretation by the Plan Administrator

         Except for the terms and  conditions  explicitly set forth in the Plan,
the Plan Administrator  shall have exclusive  authority,  in its discretion,  to
determine all matters relating to Awards under the Plan, including the selection
of  individuals  to be  granted  Awards,  the  number of shares of Common  Stock
subject to an Award, all terms,  conditions,  restrictions  and limitations,  if
any, of an Award and the terms of any instrument  that evidences the Award.  The
Plan Administrator shall also have exclusive authority to interpret the Plan and
may from time to time  adopt,  and  change,  rules and  regulations  of  general
application   for  the   Plan's   administration.   The   Plan   Administrator's
interpretation of the Plan and its rules and regulations,  and all actions taken
and determinations made by the Plan Administrator pursuant to the Plan, shall be
conclusive  and  binding  on  all  parties   involved  or  affected.   The  Plan
Administrator  may  delegate  administrative  duties  to such  of the  Company's
officers as it so determines.

                      SECTION 4. STOCK SUBJECT TO THE PLAN

4.1      Authorized Number of Shares

         Subject to  adjustment  from time to time as provided in Section 9.1, a
maximum of 525,000  shares of Common Stock shall be available for issuance under
the Plan.  Shares  issued  under the Plan  shall be drawn  from  authorized  and
unissued shares or shares now held or subsequently acquired by the Company.

4.2      Limitations

         Subject to adjustment from time to time as provided in Section 9.1, not
more than 50,000  shares of Common Stock may be made subject to Awards under the
Plan to any  individual  Participant  in the aggregate in any one fiscal year of
the Company,  except that the Plan  Administrator  may make  additional  onetime
grants of up to 100,000 shares to newly hired  Participants,  such limitation to
be  applied in a manner  consistent  with the  requirements  of, and only to the
extent  required for  compliance  with,  the  exclusion  from the  limitation on
deductibility of compensation under Section 162(m) of the Code.

4.3      Reuse of Shares

         Any shares of Common Stock that have been made subject to an Award that
cease to be subject to the Award (other than by reason of exercise or payment of
the Award to the extent it is exercised  for in shares) shall again be available
for  issuance  in  connection  with  future  grants  of  Awards  under the Plan;
provided,  however,  that for  purposes of Section 4.2, any such shares shall be
counted in accordance with the requirements of Section 162(m) of the Code.

                                       12
SECTION 5. ELIGIBILITY

         Awards may be granted under the Plan to those  officers,  directors and
key employees of the Company and its Subsidiaries as the Plan Administrator from
time to time selects.  Awards may also be made to consultants,  agents, advisors
and  independent  contractors  who  provide  services  to the  Company  and  its
Subsidiaries.

                                SECTION 6. AWARDS

6.1      Form and Grant of Awards

         The  Plan  Administrator   shall  have  the  authority,   in  its  sole
discretion, to determine the Awards to be made under the Plan. Such Awards shall
consist of Nonqualified Stock Options.

6.2      Acquired Company Awards

         Notwithstanding  anything  in  the  Plan  to  the  contrary,  the  Plan
Administrator  may grant Awards under the Plan in substitution for awards issued
under other plans,  or assume under the Plan awards issued under other plans, if
the  other  plans  are or were  plans  of  other  acquired  entities  ("Acquired
Entities")  (or  the  parent  of the  Acquired  Entity)  and the  new  Award  is
substituted, or the old award is assumed, by reason of a merger,  consolidation,
acquisition  of  property  or  of  stock,  reorganization  or  liquidation  (the
"Acquisition  Transaction").  In the event that a written agreement  pursuant to
which the Acquisition Transaction is completed is approved by the Board and said
agreement  sets  forth the  terms  and  conditions  of the  substitution  for or
assumption  of  outstanding  awards  of the  Acquired  Entity,  said  terms  and
conditions  shall be deemed to be the action of the Plan  Administrator  without
any further  action by the Plan  Administrator,  except as may be  required  for
compliance  with Rule 16b3 under the Exchange Act, and the persons  holding such
Awards shall be deemed to be Participants and Holders.

                          SECTION 7. AWARDS OF OPTIONS

7.1      Grant of Options

         The Plan  Administrator  is  authorized  under  the  Plan,  in its sole
discretion, to issue Nonqualified Stock Options.

7.2      Option Exercise Price

         The  exercise  price for shares  purchased  under an Option shall be as
determined by the Plan Administrator, but shall not be less than 85% of the Fair
Market Value of the Common Stock on the Grant Date.

7.3      Term of Options

         The  term  of  each  Option  shall  be  as   established  by  the  Plan
Administrator or, if not so established, shall be 10 years from the Grant Date.

7.4      Exercise of Options

         The Plan Administrator shall establish and set forth in each instrument
that  evidences  an Option  the time at which or the  installments  in which the
Option shall become  exercisable,  which provisions may be waived or modified by
the Plan  Administrator  at any time. If not so  established  in the  instrument
evidencing  the  Option,  the Option will become  exercisable  according  to the
following schedule, which may be waived or modified by the Plan Administrator at
any time:

                                       13
Period of Holder's Continuous Employment or Service
      With the Company or Its Subsidiaries              Percent of Total Option
           From the Option Grant Date                     That Is Exercisable
--------------------------------------------------      ------------------------
                      After 6 months                             20%
                       After 1 year                              40%
                       After 2 years                             60%
                       After 3 years                             80%
                       After 4 years                            100%

         To the extent that the right to purchase shares has accrued thereunder,
an Option may be exercised  from time to time by written  notice to the Company,
in accordance with  procedures  established by the Plan  Administrator,  setting
forth the number of shares with  respect to which the Option is being  exercised
and  accompanied  by  payment in full as  described  in  Section  7.5.  The Plan
Administrator  may  determine at any time that an Option may not be exercised as
to less than 100  shares  at any one time (or the  lesser  number  of  remaining
shares covered by the Option).

7.5      Payment of Exercise Price

         The exercise price for shares  purchased  under an Option shall be paid
in full to the Company by delivery of consideration  equal to the product of the
Option  exercise price and the number of shares  purchased.  Such  consideration
must be paid in cash or by check, or, unless the Plan  Administrator at any time
determines otherwise,  a combination of cash and/or check: if and so long as the
Common Stock is  registered  under  Section  12(b) or 12(g) of the Exchange Act,
delivery of a properly  executed  exercise  notice,  together  with  irrevocable
instructions,  to (i) a  brokerage  firm  designated  by the  Company to deliver
promptly to the Company the aggregate  amount of sale proceeds to pay the Option
exercise price and any withholding tax obligations  that may arise in connection
with the  exercise  and (ii) the  Company to deliver the  certificates  for such
purchased  shares  directly to such brokerage  firm, all in accordance  with the
regulations of the Federal  Reserve Board.  In addition,  the exercise price for
shares  purchased  under an Option may be paid,  either singly or in combination
with one or more of the alternative forms of payment  authorized by this Section
7.5, or by such other consideration as the Plan Administrator may permit.

7.6      Post-Termination Exercises

         The Plan Administrator shall establish and set forth in each instrument
that evidences an Option whether the Option will continue to be exercisable, and
the terms and conditions of such exercise, if a Holder ceases to be employed by,
or to provide services to, the Company or its Subsidiaries, which provisions may
be  waived  or  modified  by  the  Plan  Administrator  at any  time.  If not so
established  in the  instrument  evidencing  the  Option,  the  Option  will  be
exercisable according to the following terms and conditions, which may be waived
or modified by the Plan Administrator at any time.

         In case of  termination  of the Holder's  employment  or services,  the
Option shall be exercisable,  to the extent of the number of shares  purchasable
by the Holder at the date of such  termination,  only (a) within one year if the
termination of the Holder's employment or services is coincident with Disability
or (b) within  one month  after the date the  Holder  ceases to be an  employee,
director, officer,  consultant,  agent, advisor or independent contractor of the
Company or a Subsidiary if termination of the Holder's employment or services is
for any reason  other than death or  Disability,  but in no event later than the
remaining term of the Option. Any Option exercisable at the time of the Holder's
death may be exercised, to the extent of the number of shares purchasable by the
Holder at the date of the Holder's death, by the personal  representative of the
Holder's estate,  the person(s) to whom the Holder's rights under the Award have
passed  by will or the  applicable  laws of  descent  and  distribution,  or the
beneficiary  designated  pursuant  to Section 8 at any time or from time to time
within  one  year  after  the date of  death,  but in no  event  later  than the
remaining term of the Option.  Any portion of an Option that is not  exercisable
on the  date  of  termination  of the  Holder's  employment  or  services  shall
terminate on such date, unless the Plan Administrator  determines otherwise.  In
case of termination of the Holder's employment or services for Cause, the Option
shall  automatically  terminate  upon first  notification  to the Holder of such
termination,  unless the Plan Administrator  determines otherwise. If a Holder's
employment or services with the Company are suspended

                                       14
pending an  investigation of whether the Holder shall be  terminated  for Cause,
all the Holder's  rights under any Option likewise shall be suspended during the
period of investigation.

         A transfer of employment  or services  between or among the Company and
its  Subsidiaries  shall  not be  considered  a  termination  of  employment  or
services.  The  effect of a Company  approved  leave of absence on the terms and
conditions of an option shall be determined  by the Plan  Administrator,  in its
sole discretion.

                            SECTION 8. ASSIGNABILITY

         No Award granted under the Plan may be assigned, pledged or transferred
by the Holder  other than by will or by the laws of  descent  and  distribution,
and,  during the Holder's  lifetime,  such Awards may be  exercised  only by the
Holder.  Notwithstanding  the  foregoing,  the Plan  Administrator,  in its sole
discretion,  may permit such  assignment,  transfer and  exercisability  and may
permit a Holder of such Awards to designate a  beneficiary  who may exercise the
Award or  receive  compensation  under  the  Award  after  the  Holder's  death;
provided, however, that any Award so assigned or transferred shall be subject to
all the same terms and  conditions  contained in the  instrument  evidencing the
Award.

                             SECTION 9. ADJUSTMENTS

9.1      Adjustment of Shares

         The  aggregate  number  and class of shares  for which  Options  may be
granted under the Plan, the maximum  number and class of securities  that may be
made  subject to Awards to any  individual  Participant  as set forth in Section
4.2, the number and class of shares covered by each  outstanding  Option and the
exercise  price  per  share  thereof  (but not the  total  price)  shall  all be
proportionately  adjusted  for any  increase or decrease in the number of issued
shares of Common Stock resulting from a split-up or  consolidation  of shares or
any like capital adjustment, or the payment of any stock dividend.

9.2      Cash, Stock or Other Property for Stock

         Except as provided in Section 9.3,  upon a merger  (other than a merger
of the Company in which the holders of shares of Common Stock  immediately prior
to the merger have the same proportionate ownership of shares of Common Stock in
the  surviving  corporation   immediately  after  the  merger),   consolidation,
acquisition of property or stock, separation,  reorganization (other than a mere
reincorporation  or the  creation of a holding  company) or  liquidation  of the
Company,  as a result of which the  shareholders  of the Company  receive  cash,
stock or other  property in exchange for or in  connection  with their shares of
Common Stock, any Option granted hereunder shall terminate,  but the Participant
shall  have the  right  immediately  prior to any  such  merger,  consolidation,
acquisition of property or stock,  separation,  reorganization or liquidation to
exercise  such  Participant's  Option  in  whole or in part  whether  or not the
vesting requirements set forth in the option agreement have been satisfied.

9.3      Conversion of Options on Stock for Stock Exchange

         If the  shareholders  of the Company  receive  capital stock of another
corporation  ("Exchange  Stock") in exchange for their shares of Common Stock in
any transaction  involving a merger,  consolidation,  acquisition of property or
stock,  separation or  reorganization,  all Options  granted  hereunder shall be
converted into options to purchase shares of Exchange Stock,  unless the Company
and the  corporation  issuing  the  Exchange  Stock,  in their sole  discretion,
determine that any or all such Options granted  hereunder shall not be converted
into options to purchase shares of Exchange Stock but instead shall terminate in
accordance with the provisions of Section 9.2. The amount and price of converted
options  shall be  determined  by adjusting  the amount and price of the options
granted  hereunder in the same  proportion as used for determining the number of
shares of Exchange  Stock the holders of the shares of Common  Stock  receive in
such merger,  consolidation,  acquisition  of property or stock,  separation  or
reorganization.  In any such transaction,  other than a merger of the Company in
which the holders of Common Stock  immediately prior to the merger have the same
proportionate ownership of Common Stock in the surviving corporation immediately
after the merger or a mere reincorporation or the creation of a holding company,
the  converted  options  shall  be  fully  vested  whether  or not  the  vesting
requirements  set forth in the option  

                                       15
agreement have been satisfied;  provided that such  acceleration  will not occur
if, in the opinion of the Company's outside accountants, such acceleration would
render  unavailable   "pooling  of  interests"   accounting  treatment  for  any
reorganization,  merger or  consolidation  of the Company  for which  pooling of
interests accounting treatment is sought by the Company.

9.4      Fractional Shares

         In the event of any  adjustment in the number of shares  covered by any
Option,   any  fractional   shares  resulting  from  such  adjustment  shall  be
disregarded  and each such  Option  shall  cover only the number of full  shares
resulting from such adjustment.

9.5      Determination of Board to Be Final

         All  Section  9  adjustments  shall  be  made  by the  Board,  and  its
determination  as to what  adjustments  shall be made,  and the extent  thereof,
shall be final, binding and conclusive.

9.6      Further Adjustment of Awards

         Subject to Sections 9.2 and 9.3, the Plan Administrator  shall have the
discretion,  exercisable  at any  time  before  a sale,  merger,  consolidation,
reorganization,  liquidation or change in control of the Company,  as defined by
the Plan  Administrator,  to take such  further  action as it  determines  to be
necessary or advisable, and fair and equitable to Participants (but shall not be
limited to)  establishing,  amending or waiving the type,  terms,  conditions or
duration of, or  restrictions  on,  Awards so as to provide for earlier,  later,
extended or additional time for exercise and other  modifications,  and the Plan
Administrator may take such actions with respect to all Participants, to certain
categories  of  Participants  or  only  to  individual  Participants.  The  Plan
Administrator may take such actions before or after granting Awards to which the
action relates and before or after any public  announcement with respect to such
sale, merger,  consolidation,  reorganization,  liquidation or change in control
that is the reason for such action.

9.7      Limitations

         The  grant of  Awards  will in no way  affect  the  Company's  right to
adjust,  reclassify,  reorganize  or  otherwise  change its  capital or business
structure or to merge, consolidate,  dissolve, liquidate or sell or transfer all
or any part of its business or assets.

                             SECTION 10. WITHHOLDING

         The  Company may require the Holder to pay to the Company the amount of
any  withholding  taxes that the Company is required to withhold with respect to
the grant or exercise of any Award. The Company shall have the right to withhold
from any shares of Common Stock  issuable  pursuant to an Award or from any cash
amounts  otherwise due or to become due from the Company to the  Participant  an
amount equal to such taxes. The Company may also deduct from any Award any other
amounts due from the Participant to the Company or a Subsidiary.

                  SECTION 11. AMENDMENT AND TERMINATION OF PLAN

11.1     Amendment of Plan

         The Plan may be amended  only by the Board as it shall deem  advisable;
however,  to the extent  required  for  compliance  with any  applicable  law or
regulation,  shareholder  approval will be required for any amendment  that will
(a) increase the total number of shares as to which Options may be granted under
the Plan or (b) otherwise require shareholder  approval under any applicable law
or regulation.

11.2     Termination of Plan

         The  Company's  shareholders  or the Board may suspend or terminate the
Plan at any time. The Plan will have no fixed expiration date.

                                       16
11.3     Consent of Holder

         The amendment or termination of the Plan shall not, without the consent
of the  Holder of any Award  under the Plan,  impair or  diminish  any rights or
obligations under any Award theretofore granted under the Plan.

                               SECTION 12. GENERAL

12.1     Award Agreements

         Awards granted under the Plan shall be evidenced by a written agreement
that shall contain such terms,  conditions,  limitations and restrictions as the
Plan  Administrator  shall deem advisable and that are not inconsistent with the
Plan.

12.2     Continued Employment or Services; Rights in Awards

         None of the Plan,  participation  in the Plan as a  Participant  or any
action of the Plan  Administrator  taken  under the Plan shall be  construed  as
giving any  Participant  or  employee of the Company any right to be retained in
the  employ  of the  Company  or limit  the  Company's  right to  terminate  the
employment or services of the Participant.

12.3     Registration; Certificates for Shares

         The Company shall be under no obligation to any Participant to register
for offering or resale or to qualify for exemption  under the Securities Act, or
to register or qualify under state  securities laws, any shares of Common Stock,
security  or  interest in a security  paid or issued  under,  or created by, the
Plan, or to continue in effect any such registrations or qualifications if made.
The Company may issue  certificates  for shares with such legends and subject to
such restrictions on transfer and stop transfer  instructions as counsel for the
Company deems  necessary or desirable for compliance by the Company with federal
and state securities laws.

         Inability  of the Company to obtain,  from any  regulatory  body having
jurisdiction,  the authority deemed by the Company's counsel to be necessary for
the lawful issuance and sale of any shares hereunder or the unavailability of an
exemption from  registration  for the issuance and sale of any shares  hereunder
shall  relieve the Company of any  liability  in respect of the non  issuance or
sale of such  shares as to which such  requisite  authority  shall not have been
obtained.

12.4     No Rights as a Shareholder

         No Award  shall  entitle  the Holder to any  dividend,  voting or other
right of a shareholder  unless and until the date of issuance  under the Plan of
the  shares  that  are  the  subject  of  such  Award,  free  of all  applicable
restrictions.

12.5     Compliance With Laws and Regulations

         Notwithstanding anything in the Plan to the contrary, the Board, in its
sole  discretion,  may bifurcate the Plan so as to restrict,  limit or condition
the use of any  provision  of the  Plan to  Participants  who  are  officers  or
directors  subject to Section 16 of the  Exchange  Act  without so  restricting,
limiting or conditioning the Plan with respect to other Participants.

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12.6     No Trust or Fund

         The  Plan  is  intended  to  constitute  an  "unfunded"  plan.  Nothing
contained  herein  shall  require the Company to  segregate  any monies or other
property,  or shares of Common  Stock,  or to create any trusts,  or to make any
special   deposits  for  any  immediate  or  deferred  amounts  payable  to  any
Participant,  and no  Participant  shall have any rights that are  greater  than
those of a general unsecured creditor of the Company.

12.7     Severability

         If any  provision of the Plan or any Award is determined to be invalid,
illegal or  unenforceable  in any  jurisdiction,  or as to any person,  or would
disqualify  the Plan or any Award  under any law deemed  applicable  by the Plan
Administrator, such provision shall be construed or deemed amended to conform to
applicable laws, or, if it cannot be so construed or deemed amended without,  in
the Plan  Administrator's  determination,  materially altering the intent of the
Plan or the Award,  such  provision  shall be stricken as to such  jurisdiction,
person or Award,  and the  remainder of the Plan and any such Award shall remain
in full force and effect.

                           SECTION 13. EFFECTIVE DATE

         The  Plan's  effective  date is the date on which it is  adopted by the
Board,  so long as it is  approved  by the  Company's  shareholders  at any time
within 12 months of such adoption.

         Adopted by the Board on August 20, 1996 and  approved by the  Company's
shareholders on October 21, 1996.

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