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

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


                           Frisco Bay Industries Ltd.
             (Exact name of registrant as specified in its charter)


              Canada                                           13-3711775
  (State or other jurisdiction of                           (I.R.S. Employer
         incorporation or                                  Identification No.)
           organization)

                                  160 Graveline
                       St. Laurent, Quebec, Canada H4T 1R7
                                 (514) 738-7300
          (Address, including Zip Code, of principal executive offices)

                              --------------------

                 Frisco Bay Industries Ltd. Stock Incentive Plan
                            (Full title of the Plan)

                                 --------------


                                 Barry E. Katsof
                                  160 Graveline
                       St. Laurent, Quebec, Canada H4T 1R7
                                 (514) 738-7300
            (Name and address, including Zip Code, telephone number
                      and area code, of agent for service)


                                 ---------------

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
===================================================================================================

 Title of Securities      Amount to be     Proposed Maximum    Proposed Maximum      Amount of
   to be Registered        Registered          Offering           Aggregate        Registration
                                          Price Per Share(1)    Offering Price          Fee
---------------------------------------------------------------------------------------------------
<S>                      <C>                    <C>             <C>                   <C>
 Common Stock,           625,015 shares         $11.20          $7,000,168.00         $644.02
  no par value
===================================================================================================
</TABLE>


(1)   The shares being registered are to be offered at prices not presently
      determinable. Pursuant to Rule 457(h), the offering price of such shares
      is estimated solely for the purpose of determining the registration fee
      and is based upon the high and low prices of the Common Stock ($11.25 and
      $11.15, respectively) reported on the Nasdaq National Market on January 8,
      2003.


<PAGE>



                                EXPLANATORY NOTE

      Frisco Bay Industries Ltd. (the "Company") has prepared this registration
statement in accordance with the requirements of Form S-8 under the Securities
Act of 1933, as amended (the "Securities Act"), to register 1) additional shares
of Company common stock, no par value (the "Common Stock"), that may be subject
to options granted under the Company's Stock Incentive Plan and 2) resales of
certain shares of Company Common Stock, previously issued under the Company's
Stock Incentive Plan to certain Company directors and executive officers.

      This registration statement contains two parts. The first part contains a
reoffer prospectus prepared in accordance with the requirements of Part I of
Form F-3 under the Securities Act. The second part contains information required
in the registration statement under Part II of Form S-8.



<PAGE>



                                     PART I

                               REOFFER PROSPECTUS

                            -------------------------

                           FRISCO BAY INDUSTRIES LTD.
                                  160 GRAVELINE
                       ST. LAURENT, QUEBEC, CANADA H4T 1R7
                                 (514) 738-7300

                            -------------------------

                         175,015 SHARES OF COMMON STOCK

      Up to an aggregate of 175,015 shares of common stock, no par value (the
"Common Stock"), of Frisco Bay Industries Ltd., a Canadian corporation (the
"Company" or "Frisco Bay"), may be offered and sold from time to time by the
stockholders of the Company identified in this reoffer prospectus. See "Selling
Stockholders" beginning on page three. The Company's common stock is traded on
the Nasdaq National Market under the symbol "FBAY."

      This reoffer prospectus has been prepared for the purpose of registering
the Common Stock under the Securities Act of 1933, as amended (the "Securities
Act"), to allow future sales by the selling stockholders in the manner described
under the caption "Plan of Distribution" beginning on page four. To the
knowledge of the Company, the selling stockholders have no arrangement with any
brokerage firm for the sale of the Common Stock. The selling stockholders and
participating brokers and dealers may be deemed to be "underwriters" within the
meaning of the Securities Act, in which event any profit on the sale of the
Common Stock by the selling stockholders and any commissions or discounts
received by brokers or dealers in connection with the sale of the Common Stock
may be deemed to be underwriting compensation under the Securities Act.

      YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE ONE OF
THIS REOFFER PROSPECTUS BEFORE PURCHASING ANY OF THE COMMON STOCK OFFERED.

      NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
REOFFER PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

      You should only rely on the information incorporated by reference or
provided in this reoffer prospectus or any supplement. We have not authorized
anyone else to provide you with different information. This reoffer prospectus
may only be used where it is legal to sell these securities. You should not
assume that the information in this reoffer prospectus or any supplement is
accurate as of any date other than the date on the front of those documents.

             The date of this reoffer prospectus is January 8, 2003
                            -------------------------



<PAGE>



                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----
THE COMPANY..................................................................1

RISK FACTORS.................................................................1

USE OF PROCEEDS..............................................................3

SELLING STOCKHOLDERS.........................................................3

PLAN OF DISTRIBUTION.........................................................4

EXPERTS......................................................................6

LEGAL MATTERS................................................................6

WHERE YOU CAN FIND MORE INFORMATION..........................................6

INCORPORATED DOCUMENTS BY REFERENCE..........................................7

INDEMNIFICATION..............................................................8

            --------------------------------------------------------

                           FORWARD-LOOKING STATEMENTS

      Our disclosure in this reoffer prospectus (including documents
incorporated by reference herein) contains "forward-looking statements."
Forward-looking statements are our current expectations or forecasts of future
events. You can identify these statements by the fact that they do not relate
strictly to historic or current facts. They use words such as "anticipate,"
"estimate," "expect," "project," "intend," "plan," "believe," and other words
and terms of similar meaning. These include statements, among others, relating
to our planned future actions, our research and development plans, our
prospective products or product approvals, our beliefs with respect to the
sufficiency of our cash and cash equivalents, plans with respect to funding
operations, projected expense levels and the outcome of contingencies, such as
future financial results.

      Any or all of our forward-looking statements in this reoffer prospectus
may turn out to be wrong. They can be affected by inaccurate assumptions we
might make or by known or unknown risks and uncertainties. Consequently, no
forward-looking statement can be guaranteed. Actual results may vary materially.
The uncertainties that may cause differences include, but are not limited to,
the availability of necessary funds and our ability to raise capital when needed
and on reasonable terms, or at all; the market success of our products and
services; developing or contracting for the necessary manufacturing processes;
gaining necessary regulatory approvals and the impact of competition and
technological advances on our products and services.


<PAGE>


      We will not update forward-looking statements, whether as a result of new
information, future events or otherwise, unless required by law. You are advised
to consult any further disclosures we make in our reports to the Securities and
Exchange Commission including our Form 20-F annual reports. Our filings list
various important factors that could cause actual results to differ materially
from expected results. We note these factors for investors as permitted by the
Private Securities Litigation Reform Act of 1995. You should understand that it
is not possible to predict or identify all such factors. Consequently, you
should not consider any such list to be a complete set of all potential risks or
uncertainties.


<PAGE>



                                  THE COMPANY

      Frisco Bay designs, develops, markets and installs integrated systems and
products predominantly for financial institutions, government agencies and major
industrial corporations. The Company also provides service and support for its
products and systems. The Company's systems include self-service and financial
transaction processing systems, computerized time management systems and
integrated security systems. Frisco Bay believes that its customers are shifting
towards a "self-service" environment and are embracing technology to improve
efficiency and reduce costs. The Company's products, systems and services are
designed to help its clients improve their competitiveness and the cost
effectiveness of their operations.

      The Company has been engaged in business in Canada for three decades and
its customers include Canada's seven largest banks (based on published aggregate
asset values), as well as many large corporations and government agencies. In
addition, the Company has sold time management and certain financial transaction
processing and security systems in the United States, Mexico and targeted
European countries. Frisco Bay's customers outside of Canada primarily include
dealers, banks and large institutions.

                                  RISK FACTORS

      Dependence on Suppliers. The Company relies on outside sources to
manufacture and supply most of the components included in the Company's systems
and products, none of which sources are contractually obligated to meet the
long-term requirements of the Company. Furthermore, in those situations in which
the Company is the sole distributor for certain of its suppliers, those
arrangements are typically restricted geographically to Canada only. There can
be no assurance that current or alternative sources will be able to supply all
of the Company's demands on a timely basis. The Company currently relies upon a
single, separate supplier for each of its cash dispensing units, rolled coin
dispensers, currency sorters and automatic deposit systems. Although the Company
believes that alternative sources are available for those components, any
interruption in its supply from any supplier that currently serves as the
Company's sole source could delay product and system shipments and adversely
affect the Company's business, financial condition, operating results and
prospects.

      Dependence on Significant Customers. The Company's sales to its five
largest customers accounted, in the aggregate, for approximately 40%, 25%, and
34% of the Company's total sales during the fiscal years ended January 31, 2000,
2001, and 2002, respectively, and sales to the Company's two largest customers
for each of those periods accounted for approximately 15%, 8%, and 13%, and 14%,
5%, and 7%, respectively, of total sales during those periods. There can be no
assurance that any of the Company's principal customers will maintain its volume
of business with the Company or that a similar volume of business would be
forthcoming from new or existing customers to replace lost business, if any. The
loss of one or more of the Company's existing significant customers without
replacement by a customer or customers of similar volume would have a material
adverse effect on the Company's business, financial condition, operating results
and prospects.



<PAGE>



      Competition. The Company's competitors include numerous financial
equipment manufacturers and distributors and computer companies, many of which
have greater research, development, financial and personnel resources or name
recognition than the Company. There can be no assurance that the Company will be
able to maintain its market share in Canada, or that it will be able to compete
successfully in the United States or other markets.

      Control of Company by Management and Affiliates. As of July 31, 2002, the
executive officers and Directors of the Company beneficially owned or controlled
approximately 42.37% of the outstanding combined shares of Common Stock and the
Company's Class A Stock, representing approximately 71.46% of the combined
voting power of these classes. Class A Stock, which is not being registered
pursuant to this registration statement, is entitled to four votes per share. As
a result of the magnitude of their holdings and their contractual arrangements,
the Company's current principal shareholders could hinder or preclude an
unsolicited acquisition of the Company and that fact could have an adverse
effect on the market price of the Common Stock. Further, the current principal
shareholders have the ability to elect all the Company's Directors and to
control the outcome of all other issues submitted to the Company's shareholders
for the foreseeable future.

      Dependence on Key Individuals and Qualified Personnel. Barry E. Katsof,
Chairman of the Board of Directors and Chief Executive Officer of the Company,
and Ronald G. Waxman, Vice-Chairman of the Board of Directors, have been
primarily responsible for the development and expansion of the Company's
business, and the loss of the services of either of or both those individuals
could have a material adverse effect on the Company. The Company currently has
three-year employment agreements with each of Messrs. Katsof and Waxman,
expiring on April 30, 2003. In addition, the Company has purchased and is the
beneficiary of $1 million key-man insurance policies on the lives of each of
Messrs. Katsof and Waxman. Because of the specialized technical nature of the
Company's business, the Company is dependent upon its ability to continue to
attract and retain qualified management, marketing, engineering and technical
personnel. There is intense competition for qualified personnel in the Company's
business and in related businesses and there can be no assurance that the
Company will be able to continue to attract and retain the qualified personnel
necessary for the development of its business.

      Absence of Dividends. The Company has not paid any cash dividends and does
not anticipate paying any dividends on its Common Stock in the foreseeable
future. The Company anticipates that earnings, if any, will be retained to
finance future growth.

      Anti-Takeover Provisions. In addition to the voting control held by
officers, Directors and principal shareholders, the Company is subject to
agreements and provisions that could hinder or preclude an unsolicited
acquisition of the Company. The Company's Articles of Amalgamation authorize the
Board of Directors to issue, without shareholder authorization, shares of
preferred stock, in one or more designated series or classes. The Articles of
Amalgamation also provide for the Board of Directors to be divided into three
classes which serve for staggered three-year terms and include a "fair price
provision" which requires that 85% of the voting power of the Company approve
any merger, or similar extraordinary transaction, with an acquirer who owns 10%
or more of the voting power of the Company where the merger has not previously
been approved by independent Directors of the Company. Any of these


                                      -2-
<PAGE>



agreements or provisions could discourage, hinder or preclude an unsolicited
acquisition of the Company and could make it less likely that shareholders
receive a premium for their shares as a result of any unsolicited acquisition
attempt. These provisions may also have a depressive effect on the market price
of the Common Stock.

      Exchange Rate Risk. The Company records its transactions and prepares its
financial statements in Canadian dollars. During the Company's 2002 fiscal year,
a material percentage of the Company's business, including approximately 6% of
its sales and approximately 50% of the Company's purchases of equipment, parts
and supplies, was transacted in currencies other than the Canadian dollar. Any
change in the value of, for example, the United States dollar against the
Canadian dollar would affect United States revenues and earnings of the Company
when translated into Canadian dollars. The same result might be recognized if
sales were made by the Company in countries other than Canada at material
levels.

      However, as the Company monitors exchange rate fluctuations on a regular
basis, makes corresponding changes as necessary to the price of its products and
services, and partially hedges its exchange rate risk through the purchase of
currency options contracts, the Company does not anticipate that exchange rate
fluctuations would have a material effect on future Company earnings. However,
there can be no assurance that the Company will be able to hedge successfully
against all exchange rate risk in the future.

      Service of Legal Process and Enforcement of Judgments. It may be difficult
for investors to effect service of process and to enforce judgments against the
Company or those of its officers and Directors who are not resident in or
citizens of the United States. The Company is a Canadian federal corporation.
All of its Directors and officers, except two Directors, are residents of Canada
and all or a substantial portion of the assets of each of those persons and a
substantial portion of the assets of the Company are located outside the United
States. Consequently, it may be difficult for United States investors to effect
service within the United States upon the Company or upon Directors or officers
of the Company, or to satisfy judgments of courts of the United States
predicated upon civil liabilities under United States federal securities laws.

                                 USE OF PROCEEDS

      The Company will not receive any proceeds from the sale of the Common
Stock by the selling stockholders to others. All sales proceeds will be received
by the selling stockholders.

                              SELLING STOCKHOLDERS

      The shares of Common Stock to which this reoffer prospectus relates are
being registered for reoffers and resales by the selling stockholders, who have,
or will, acquire the Common Stock pursuant to exercises of options for Common
Stock previously granted to the selling stockholders under the Company's Stock
Incentive Plan.

      The table below sets forth with respect to the selling stockholders, based
upon information available to the Company as of July 31, 2002, the number of
shares of Company Common Stock owned, the number of shares of Common Stock
registered by this reoffer


                                      -3-
<PAGE>



prospectus and the number and percent of outstanding shares of Company Common
Stock that will be owned after the sale of the registered Common Stock assuming
the sale of all of the registered Common Stock.

--------------------------------------------------------------------------------

                                                      NUMBER OF   PERCENTAGE OF
                   NUMBER OF     NUMBER OF SHARES     SHARES OF     SHARES OF
                   SHARES OF     OF COMPANY COMMON     COMPANY       COMPANY
                COMPANY COMMON   STOCK REGISTERED   COMMON STOCK   COMMON STOCK
    SELLING       STOCK OWNED     BY THIS REOFFER    OWNED AFTER   OWNED AFTER
  STOCKHOLDER     BEFORE SALE       PROSPECTUS          SALE           SALE
--------------------------------------------------------------------------------

Barry E.            45,000            45,000             -0-            -0-
Katsof(1)
--------------------------------------------------------------------------------

Ronald G.
Waxman(2)           45,000            45,000             -0-            -0-
--------------------------------------------------------------------------------

Jan Westlund(3)     30,015            30,015             -0-            -0-
--------------------------------------------------------------------------------

Abraham
Nozetz(4)           22,500            22,500             -0-            -0-
--------------------------------------------------------------------------------

Brahm M.
Gelfand(5)          22,500            22,500             -0-            -0-
--------------------------------------------------------------------------------

James G.            10,000            10,000             -0-            -0-
Spencer(6)
--------------------------------------------------------------------------------

(1)   Mr. Katsof is the Chief Executive Officer of the Company and Chairman our
      Board of Directors.

(2)   Mr. Waxman is the Vice Chairman of our Board of Directors.

(3)   Mr. Westlund is a Director of the Company.

(4)   Mr. Nozetz is a Director of the Company.

(5)   Mr. Gelfand is a Director of the Company.

(6)   Mr. Spencer is a Director of the Company.

      Mr. Katsof and Mr. Waxman beneficially own 546,793 and 252,707 shares of
the Company's Class A Common Stock, constituting, together with Common Stock
beneficially owned by them, approximately 46% and 21%, respectively, of the
aggregate voting power of the Company's outstanding voting securities. Neither
Mr. Katsof nor Mr. Waxman plan to dispose of any of their shares of the
Company's Class A Common Stock and such shares are not being registered under
the Securities Act or being offered pursuant to this reoffer prospectus.

      Messrs. Westlund, Nozetz, Gelfand, and Spencer do not own any shares of
the Company's Class A Common Stock.

                              PLAN OF DISTRIBUTION

      The selling stockholders and any of their pledgees, donees, assignees or
transferees may sell any or all of the shares of Common Stock for value at any
time or from time to time under this reoffer prospectus in one or more
transactions on the Nasdaq Stock Market or any stock exchange, market or trading
facility on which the Common Stock is traded, in a negotiated transaction or in
a combination of such methods of sale, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or at prices
otherwise negotiated. The


                                      -4-
<PAGE>



selling stockholders will act independently of the Company in making decisions
with respect to the timing, manner and size of each sale. The selling
stockholders may use any one or more of the following methods when selling
shares:

            o     ordinary brokerage transactions and transactions in which the
                  broker-dealer solicits purchasers;

            o     block trades in which the broker-dealer will attempt to sell
                  the shares as agent but may position and resell a portion of
                  the block as principal to facilitate the transaction;

            o     purchases by a broker-dealer as principal and resale by the
                  broker-dealer for its account;

            o     an exchange distribution in accordance with the rules of the
                  applicable exchange;

            o     privately negotiated transactions;

            o     underwritten offerings;

            o     short sales;

            o     agreements by the broker-dealer and the selling stockholders
                  to sell a specified number of such shares at a stipulated
                  price per share;

            o     a combination of any such methods of sale; and

            o     any other method permitted by applicable law.

      The selling stockholders may also sell shares under Rule 144 under the
Securities Act, if available, under Section 4(1) of the Securities Act or
directly to the Company in certain circumstances rather than under this reoffer
prospectus.

      Unless otherwise prohibited, the selling stockholders may enter into
hedging transactions with broker-dealers or other financial institutions in
connection with distributions of the shares or otherwise. In such transactions,
broker-dealers or financial institutions may engage in short sales of the shares
in the course of hedging the position they assume with the selling stockholders.
The selling stockholders may also engage in short sales, puts and calls,
forward-exchange contracts, collars and other transactions in our securities or
derivatives of our securities and may sell or deliver shares in connection with
these trades. If the selling stockholders sell shares short, they may redeliver
the shares to close out such short positions. The selling stockholders may also
enter into option or other transactions with broker-dealers or financial
institutions which require the delivery to the broker-dealer or the financial
institution of the shares. The broker-dealer or financial institution may then
resell or otherwise transfer such shares pursuant to this reoffer prospectus. In
addition, the selling stockholders may loan their shares to broker-dealers or
financial institutions who are counterparties to hedging transactions and the
broker-dealers,


                                      -5-
<PAGE>



financial institutions or counterparties may sell the borrowed shares into the
public market. The selling stockholders may also pledge their shares to their
brokers or financial institutions and under the margin loan the broker or
financial institution may, from time to time, offer and sell the pledged shares.
The selling stockholders have advised us that they have not entered into any
agreements, understandings or arrangements with any underwriters, broker-dealers
or financial institutions regarding the sale of their shares other than ordinary
course brokerage arrangements, nor is there an underwriter or coordinating
broker acting in connection with the proposed sale of shares by the selling
stockholders.

      The selling stockholders and any broker-dealers that participate in the
distribution of the Common Stock may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any commissions received by
them and any profit on the resale of the Common Stock sold by them may be deemed
to be underwriting discounts and commissions under the Securities Act. All
selling and other expenses incurred by the selling stockholders will be borne by
the selling stockholders.

      There is no assurance that the selling stockholders will sell all or any
portion of the shares of Common Stock offered under this reoffer prospectus.

      The Company will pay all expenses in connection with this offering and
will not receive any proceeds from sales of any Common Stock by the selling
stockholders.

                                     EXPERTS

      The consolidated financial statements and schedule of the Company
appearing in the Company's Annual Report (Form 20-F) for the year ended January
31, 2002, have been audited by Richter, Usher & Vineberg, Chartered Accountants,
for the year ended January 31, 2002, and by Ernst & Young LLP, Chartered
Accountants, for the year ended January 31, 2001, as set forth in their
respective reports thereon included therein and incorporated herein by
reference. Such consolidated financial statements and schedule are incorporated
herein by reference in reliance upon such reports given on the authority of such
firms as experts in accounting and auditing.

                                  LEGAL MATTERS

      The validity of the shares of Common Stock offered hereby with respect to
matters of Canadian law will be passed upon for the Company by Lapointe
Rosenstein, Montreal Quebec.

                       WHERE YOU CAN FIND MORE INFORMATION

      We file annual reports and other information required by the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), with the Securities and
Exchange Commission (the "SEC"). You may read and copy any document the Company
files at the SEC's Public Reference Room located at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the Public Reference Room. The Company's SEC filings are also
available to the public from the SEC's web site at http://www.sec.gov.


                                      -6-
<PAGE>



Additional information about the Company may also be obtained at the Company's
web site at http://www.friscobay.com.

      The Company has filed with the SEC a registration statement on Form S-8
(the "Registration Statement") under the Securities Act with respect to the
Common Stock. This reoffer prospectus, which constitutes a part of that
Registration Statement, does not contain all the information contained in that
Registration Statement and its exhibits. For further information with respect to
the Company and the Common Stock, you should consult the Registration Statement
and its exhibits. Statements contained in this reoffer prospectus concerning the
provisions of any documents are necessarily summaries of those documents, and
each statement is qualified in its entirety by reference to the copy of the
document filed with the SEC. The Registration Statement and any of its
amendments, including exhibits filed as a part of the Registration Statement or
an amendment to the Registration Statement, are available for inspection and
copying through the entities listed above.

                       INCORPORATED DOCUMENTS BY REFERENCE

      The SEC allows the Company to "incorporate by reference" the information
that we file with them, which means that we can disclose important information
to you by referring you to the other information we have filed with the SEC. The
information that we incorporate by reference is considered to be part of this
reoffer prospectus, and information that we file later with the SEC will
automatically update and supersede this information.

      The following documents, which have been filed by Frisco Bay Industries
Ltd. (the "Company" or "Registrant") with the Commission, are incorporated
herein by reference:

      (1)   the Registrant's Report on Form 6-K, filed with the Commission on
            December 17, 2002, which contains the unaudited interim financial
            statements of the Company for the period ending October 31, 2002;

      (2)   the Registrant's Annual Report on Form 20-F, filed with the
            Commission on July 31, 2002, which contains the audited financial
            statements of the Company for the fiscal year ended January 31,
            2002;

      (3)   the Registrant's Report on Form 6-K, filed with the Commission on
            July 3, 2002;

      (4)   the Registrant's Registration Statement on Form 8-A, filed with the
            Commission on August 18, 1993, and as amended on October 5, 1993,
            pursuant to Section 12(b) of the Securities Exchange Act of 1934, as
            amended, which incorporates by reference the description of the
            Common Stock contained in the Registrant's Prospectus, and any
            amendment or report filed with the Commission for purposes of
            updating such description;

      (5)   the Registrant's Registration Statement on Form S-8, filed with the
            Commission on February 5, 1996 (File Number 333-01002), and as
            amended on February 10, 1997 (File Number 333-6430), other than the
            Registrant's Annual Report on Form 20-F, filed with the Commission
            on June 27, 1995.


                                      -7-
<PAGE>



      All documents that we have filed with the SEC pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this reoffer
prospectus and prior to the completion of the offering, including subsequent
annual reports filed on Form 20-F, shall be deemed to be incorporated by
reference into this reoffer prospectus and to be part of this reoffer prospectus
from the date of filing of these documents.

      The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this reoffer prospectus is delivered, a copy
of any or all documents incorporated by reference into this reoffer prospectus
except the exhibits to such documents, unless such exhibits are specifically
incorporated by reference in such documents. You may request copies by writing
or telephoning Heather Halickman, Vice President, Human Resources and Secretary,
Frisco Bay Industries Ltd. 160 Graveline, St. Laurent, Quebec, Canada H4T 1R7;
telephone number (514) 738-7300.

                                 INDEMNIFICATION

      The Company is subject to the Canada Business Corporations Act which
provides that a corporation may indemnify its present or former directors and
officers and individuals who act or have acted at the corporation's request as a
director or officer, or in a similar capacity, of another entity, against all
costs, charges and expenses, including all amounts paid to settle an action or
satisfy a judgment, reasonably incurred by such individual in respect of any
civil, criminal, administrative, investigative or other proceeding in which he
is involved by reason of such association with the corporation or other entity.
However, no indemnification is available thereunder unless the individual acted
honestly and in good faith with a view to the best interests of the corporation
or, as the case may be, the other entity, and, in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, he
had reasonable grounds for believing that his conduct was lawful.

      The Canada Business Corporations Act further provides that a corporation
may advance moneys to a director, officer or other individual for the costs,
charges and expenses of a proceeding of the nature referred to above; provided,
however, that the individual must repay such moneys if he does not fulfill the
conditions entitling him to indemnification described above.

      The Company's By-Laws provide that, subject to the limitations contained
in the Canada Business Corporations Act, the Company shall indemnify a director
or officer of the Company, a former director or officer of the Company or a
person who acts or acted at the Company's request as a director or officer of a
body corporate of which the Company is or was a shareholder or creditor, and his
heirs and legal representatives, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by him in respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or having been a
director or officer of such Company or body corporate, if (a) he acted honestly
and in good faith with a view to the best interest of the Company; and (b) in
the case of a criminal or administrative action or proceeding that is enforced
by a monetary penalty, he had reasonable grounds for believing that his conduct
was lawful.


                                      -8-
<PAGE>



      A policy of directors' and officers' liability insurance is maintained by
the Company for the benefit of directors and officers of the Company which
insures them for losses as a result of claims based upon acts or omission as
directors and officers, including liabilities arising under the Securities Act
of 1933.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.


                                      -9-
<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents, which have been filed by Frisco Bay Industries
Ltd. (the "Company" or "Registrant") with the Commission, are incorporated
herein by reference:

      (1)   the Registrant's Report on Form 6-K, filed with the Commission on
            December 17, 2002, which contains the unaudited interim financial
            statements of the Company for the period ending October 31, 2002;

      (2)   the Registrant's Annual Report on Form 20-F, filed with the
            Commission on July 31, 2002, which contains the audited financial
            statements of the Company for the fiscal year ended January 31,
            2002;

      (3)   the Registrant's Report on Form 6-K, filed with the Commission on
            July 3, 2002;

      (4)   the Registrant's Registration Statement on Form 8-A, filed with the
            Commission on August 18, 1993, and as amended on October 5, 1993,
            pursuant to Section 12(b) of the Securities Exchange Act of 1934, as
            amended, which incorporates by reference the description of the
            Common Stock contained in the Registrant's Prospectus, and any
            amendment or report filed with the Commission for purposes of
            updating such description;

      (5)   the Registrant's Registration Statement on Form S-8, filed with the
            Commission on February 5, 1996 (File Number 333-01002), and as
            amended on February 10, 1997 (File Number 333-6430), other than the
            Registrant's Annual Report on Form 20-F, filed with the Commission
            on June 27, 1995.

ITEM  6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

      The Company is subject to the Canada Business Corporations Act which
provides that a corporation may indemnify its present or former directors and
officers and individuals who act or have acted at the corporation's request as a
director or officer, or in a similar capacity, of another entity, against all
costs, charges and expenses, including all amounts paid to settle an action or
satisfy a judgment, reasonably incurred by such individual in respect of any
civil, criminal, administrative, investigative or other proceeding in which he
is involved by reason of such association with the corporation or other entity.
However, no indemnification is available thereunder unless the individual acted
honestly and in good faith with a view to the best interests of the corporation
or, as the case may be, the other entity, and, in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, he
had reasonable grounds for believing that his conduct was lawful.

      The Canada Business Corporations Act further provides that a corporation
may advance moneys to a director, officer or other individual for the costs,
charges and expenses of a


<PAGE>



proceeding of the nature referred to above; provided, however, that the
individual must repay such moneys if he does not fulfill the conditions
entitling him to indemnification described above.

      The Company's By-Laws provide that, subject to the limitations contained
in the Canada Business Corporations Act, the Company shall indemnify a director
or officer of the Company, a former director or officer of the Company or a
person who acts or acted at the Company's request as a director or officer of a
body corporate of which the Company is or was a shareholder or creditor, and his
heirs and legal representatives, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by him in respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or having been a
director or officer of such Company or body corporate, if (a) he acted honestly
and in good faith with a view to the best interest of the Company; and (b) in
the case of a criminal or administrative action or proceeding that is enforced
by a monetary penalty, he had reasonable grounds for believing that his conduct
was lawful.

      A policy of directors' and officers' liability insurance is maintained by
the Company for the benefit of directors and officers of the Company which
insures them for losses as a result of claims based upon acts or omission as
directors and officers, including liabilities arising under the Securities Act
of 1933.


<PAGE>



ITEM 8.     EXHIBITS.

            Exhibit
            No.                           Document
            ---                           --------

            5           Opinion of Lapointe Rosenstein, Canadian counsel for the
                        Registrant, as to the legality of the securities being
                        registered.

            23.1        Consent of Richter, Usher & Vineberg.

            23.2        Consent of Ernst & Young LLP.

            23.3        Consent of Lapointe Rosenstein (included in, and
                        incorporated by reference to, Exhibit 5 hereto).

            24          Powers of Attorney (contained in the signature pages
                        hereto).


ITEM 9.     UNDERTAKINGS.

      The undersigned Registrant hereby undertakes:

      (a)   To file, during any period in which offers or sales are being made,
            a post-effective amendment to this Registration Statement:


                        (i) to include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933;

                        (ii) to reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereto) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease in the volume of securities offered (if the total
                  dollar value of securities offered would not exceed that which
                  was registered) and any deviation from the low or high end of
                  the estimated maximum offering range may be reflected in the
                  form of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than a 20% change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective Registration Statement;


<PAGE>



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

                  provided, however, that the undertakings set forth in
                  paragraphs (a)(i) and (a)(ii) do not apply if the information
                  required to be included in a post-effective amendment by those
                  paragraphs is contained in periodic reports filed with or
                  furnished to the Commission by the Registrant pursuant to
                  Section 13 or Section 15(d) of the Exchange Act that are
                  incorporated by reference in this Registration Statement.



      (b)   That, for the purpose of determining any liability under the
            Securities Act of 1933, each such post-effective amendment will be
            deemed to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            will be deemed to be the initial bona fide offering thereof.

      (c)   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.

      (d)   The undersigned Registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act of 1933, each
            filing of the Registrant's annual report pursuant to Section 13(a)
            or 15(d) of the Securities Exchange Act of 1934 that is incorporated
            by reference in the Registration Statement shall be deemed to be a
            new registration statement relating to the securities offered
            therein, and the offering of such securities at that time shall be
            deemed to be the initial bona fide offering thereof.

      (e)   Insofar as indemnification for liabilities arising under the
            Securities Act of 1933 may be permitted to directors, officers and
            controlling persons of the Registrant pursuant to the foregoing
            provisions, or otherwise, the Registrant has been advised that in
            the opinion of the Securities and Exchange Commission such
            indemnification is against public policy as expressed in the Act and
            is, therefore, unenforceable. In the event that a claim for
            indemnification against such liabilities (other than the payment by
            the Registrant of expenses incurred or paid by a director, officer
            or controlling person of the Registrant in the successful defense of
            any action, suit or proceeding) is asserted by such director,
            officer or controlling person in connection with the securities
            being registered, the Registrant will, unless in the opinion of its
            counsel the matter has been settled by controlling precedent, submit
            to a court of appropriate jurisdiction the question whether such
            indemnification by it is against public policy as expressed in the
            Act and will be governed by the final adjudication of such issue.


<PAGE>



                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Montreal, Province of Quebec, Canada, on December 31,
2002.


                                       FRISCO BAY INDUSTRIES, LTD.

                                       By: /s/ Barry E. Katsof
                                           -------------------------------------

                                       Barry E. Katsof
                                       Chief Executive Officer and Chairman of
                                       the Board of Directors


<PAGE>



                                POWER OF ATTORNEY

      Each person whose signature appears below constitutes and appoints Barry
E. Katsof and Ronald G. Waxman, and each of them, his true and lawful
attorneys-in-fact and agents, each acting alone, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement,
including post-effective amendments, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, and hereby ratifies and confirms all his said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes may lawfully do or cause to be done by virtue thereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.



          SIGNATURE                      TITLE                       DATE
          ---------                      -----                       ----


/s/ Barry E. Katsof          Chief Executive Officer and       December 31, 2002
--------------------------   Chairman of the Board of
Barry E. Katsof              Directors


/s/ Ronald G. Waxman         Vice Chairman of the Board of     December 31, 2002
--------------------------   Directors
Ronald G. Waxman


/s/ Robert Gagnon            Vice President, Finance and       December 31, 2002
--------------------------   Information Technology and
Robert Gagnon                Assistant Secretary
                             (Principal Financial and
                             Accounting Officer)


/s/ Abraham Nozetz           Director                          December 31, 2002
--------------------------
Abraham Nozetz


/s/ Brahm M. Gelfand         Director                          December 31, 2002
--------------------------
Brahm M. Gelfand


                             Director                          ________ __, 2002
--------------------------
Jan Westlund


                             Director                          ________ __, 2002
--------------------------
James G. Spencer



<PAGE>



                                  EXHIBIT INDEX
                                  -------------


            Exhibit
            No.                     Document
            ---                     --------

            5           Opinion of Lapointe Rosenstein, Canadian counsel for the
                        Registrant, as to the legality of the securities being
                        registered.

            23.1        Consent of Richter, Usher & Vineberg.

            23.2        Consent of Ernst & Young LLP.

            23.3        Consent of Lapointe Rosenstein (included in, and
                        incorporated by reference to, Exhibit 5 hereto).

            24          Powers of Attorney (contained in the signature pages
                        hereto).
[{"type": "S-8", "sequence": "1", "filename": "fr659542-s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 52128}]
{"company-data": {"conformed-name": "FRISCO BAY INDUSTRIES LTD", "cik": "0000909955", "assigned-sic": "3669", "irs-number": "133711775", "state-of-incorporation": "A8", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102435", "film-number": "03509517"}, "business-address": {"street1": "160 GRAVELINE", "street2": "ST LAURENT QUEBEC", "city": "CANADA H45 1R7", "state": "A8", "zip": "00000", "phone": "5147387300"}, "mail-address": {"street1": "160 GRAVELINE", "street2": "ST LAURENT QUEBEC", "city": "CANADA H4T 1R7", "state": "A8", "zip": "00000"}, "former-company": {"former-conformed-name": "FRISCO BAY INDUSTRIES OF CANADA LTD", "date-changed": "19930729"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

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

                           Frisco Bay Industries Ltd.
             (Exact name of registrant as specified in its charter)

              Canada                                           13-3711775
  (State or other jurisdiction of                           (I.R.S. Employer
         incorporation or                                  Identification No.)
           organization)

                                  160 Graveline
                       St. Laurent, Quebec, Canada H4T 1R7
                                 (514) 738-7300
          (Address, including Zip Code, of principal executive offices)

                              --------------------

                 Frisco Bay Industries Ltd. Stock Incentive Plan
                            (Full title of the Plan)

                                 --------------

                                 Barry E. Katsof
                                  160 Graveline
                       St. Laurent, Quebec, Canada H4T 1R7
                                 (514) 738-7300
            (Name and address, including Zip Code, telephone number
                      and area code, of agent for service)

                                 ---------------
CALCULATION OF REGISTRATION FEE
===================================================================================================

 Title of Securities      Amount to be     Proposed Maximum    Proposed Maximum      Amount of
   to be Registered        Registered          Offering           Aggregate        Registration
                                          Price Per Share(1)    Offering Price          Fee
---------------------------------------------------------------------------------------------------
Common Stock,           625,015 shares         $11.20          $7,000,168.00         $644.02
  no par value
===================================================================================================
(1)   The shares being registered are to be offered at prices not presently
      determinable. Pursuant to Rule 457(h), the offering price of such shares
      is estimated solely for the purpose of determining the registration fee
      and is based upon the high and low prices of the Common Stock ($11.25 and
      $11.15, respectively) reported on the Nasdaq National Market on January 8,
      2003.
EXPLANATORY NOTE

      Frisco Bay Industries Ltd. (the "Company") has prepared this registration
statement in accordance with the requirements of Form S-8 under the Securities
Act of 1933, as amended (the "Securities Act"), to register 1) additional shares
of Company common stock, no par value (the "Common Stock"), that may be subject
to options granted under the Company's Stock Incentive Plan and 2) resales of
certain shares of Company Common Stock, previously issued under the Company's
Stock Incentive Plan to certain Company directors and executive officers.

      This registration statement contains two parts. The first part contains a
reoffer prospectus prepared in accordance with the requirements of Part I of
Form F-3 under the Securities Act. The second part contains information required
in the registration statement under Part II of Form S-8.
PART I

                               REOFFER PROSPECTUS

                            -------------------------

                           FRISCO BAY INDUSTRIES LTD.
                                  160 GRAVELINE
                       ST. LAURENT, QUEBEC, CANADA H4T 1R7
                                 (514) 738-7300

                            -------------------------

                         175,015 SHARES OF COMMON STOCK

      Up to an aggregate of 175,015 shares of common stock, no par value (the
"Common Stock"), of Frisco Bay Industries Ltd., a Canadian corporation (the
"Company" or "Frisco Bay"), may be offered and sold from time to time by the
stockholders of the Company identified in this reoffer prospectus. See "Selling
Stockholders" beginning on page three. The Company's common stock is traded on
the Nasdaq National Market under the symbol "FBAY."

      This reoffer prospectus has been prepared for the purpose of registering
the Common Stock under the Securities Act of 1933, as amended (the "Securities
Act"), to allow future sales by the selling stockholders in the manner described
under the caption "Plan of Distribution" beginning on page four. To the
knowledge of the Company, the selling stockholders have no arrangement with any
brokerage firm for the sale of the Common Stock. The selling stockholders and
participating brokers and dealers may be deemed to be "underwriters" within the
meaning of the Securities Act, in which event any profit on the sale of the
Common Stock by the selling stockholders and any commissions or discounts
received by brokers or dealers in connection with the sale of the Common Stock
may be deemed to be underwriting compensation under the Securities Act.

      YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE ONE OF
THIS REOFFER PROSPECTUS BEFORE PURCHASING ANY OF THE COMMON STOCK OFFERED.

      NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
REOFFER PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

      You should only rely on the information incorporated by reference or
provided in this reoffer prospectus or any supplement. We have not authorized
anyone else to provide you with different information. This reoffer prospectus
may only be used where it is legal to sell these securities. You should not
assume that the information in this reoffer prospectus or any supplement is
accurate as of any date other than the date on the front of those documents.

             The date of this reoffer prospectus is January 8, 2003
                            -------------------------
TABLE OF CONTENTS

                                                                            Page
                                                                            ----
THE COMPANY..................................................................1

RISK FACTORS.................................................................1

USE OF PROCEEDS..............................................................3

SELLING STOCKHOLDERS.........................................................3

PLAN OF DISTRIBUTION.........................................................4

EXPERTS......................................................................6

LEGAL MATTERS................................................................6

WHERE YOU CAN FIND MORE INFORMATION..........................................6

INCORPORATED DOCUMENTS BY REFERENCE..........................................7

INDEMNIFICATION..............................................................8

            --------------------------------------------------------

                           FORWARD-LOOKING STATEMENTS

      Our disclosure in this reoffer prospectus (including documents
incorporated by reference herein) contains "forward-looking statements."
Forward-looking statements are our current expectations or forecasts of future
events. You can identify these statements by the fact that they do not relate
strictly to historic or current facts. They use words such as "anticipate,"
"estimate," "expect," "project," "intend," "plan," "believe," and other words
and terms of similar meaning. These include statements, among others, relating
to our planned future actions, our research and development plans, our
prospective products or product approvals, our beliefs with respect to the
sufficiency of our cash and cash equivalents, plans with respect to funding
operations, projected expense levels and the outcome of contingencies, such as
future financial results.

      Any or all of our forward-looking statements in this reoffer prospectus
may turn out to be wrong. They can be affected by inaccurate assumptions we
might make or by known or unknown risks and uncertainties. Consequently, no
forward-looking statement can be guaranteed. Actual results may vary materially.
The uncertainties that may cause differences include, but are not limited to,
the availability of necessary funds and our ability to raise capital when needed
and on reasonable terms, or at all; the market success of our products and
services; developing or contracting for the necessary manufacturing processes;
gaining necessary regulatory approvals and the impact of competition and
technological advances on our products and services.
We will not update forward-looking statements, whether as a result of new
information, future events or otherwise, unless required by law. You are advised
to consult any further disclosures we make in our reports to the Securities and
Exchange Commission including our Form 20-F annual reports. Our filings list
various important factors that could cause actual results to differ materially
from expected results. We note these factors for investors as permitted by the
Private Securities Litigation Reform Act of 1995. You should understand that it
is not possible to predict or identify all such factors. Consequently, you
should not consider any such list to be a complete set of all potential risks or
uncertainties.
THE COMPANY

      Frisco Bay designs, develops, markets and installs integrated systems and
products predominantly for financial institutions, government agencies and major
industrial corporations. The Company also provides service and support for its
products and systems. The Company's systems include self-service and financial
transaction processing systems, computerized time management systems and
integrated security systems. Frisco Bay believes that its customers are shifting
towards a "self-service" environment and are embracing technology to improve
efficiency and reduce costs. The Company's products, systems and services are
designed to help its clients improve their competitiveness and the cost
effectiveness of their operations.

      The Company has been engaged in business in Canada for three decades and
its customers include Canada's seven largest banks (based on published aggregate
asset values), as well as many large corporations and government agencies. In
addition, the Company has sold time management and certain financial transaction
processing and security systems in the United States, Mexico and targeted
European countries. Frisco Bay's customers outside of Canada primarily include
dealers, banks and large institutions.

                                  RISK FACTORS

      Dependence on Suppliers. The Company relies on outside sources to
manufacture and supply most of the components included in the Company's systems
and products, none of which sources are contractually obligated to meet the
long-term requirements of the Company. Furthermore, in those situations in which
the Company is the sole distributor for certain of its suppliers, those
arrangements are typically restricted geographically to Canada only. There can
be no assurance that current or alternative sources will be able to supply all
of the Company's demands on a timely basis. The Company currently relies upon a
single, separate supplier for each of its cash dispensing units, rolled coin
dispensers, currency sorters and automatic deposit systems. Although the Company
believes that alternative sources are available for those components, any
interruption in its supply from any supplier that currently serves as the
Company's sole source could delay product and system shipments and adversely
affect the Company's business, financial condition, operating results and
prospects.

      Dependence on Significant Customers. The Company's sales to its five
largest customers accounted, in the aggregate, for approximately 40%, 25%, and
34% of the Company's total sales during the fiscal years ended January 31, 2000,
2001, and 2002, respectively, and sales to the Company's two largest customers
for each of those periods accounted for approximately 15%, 8%, and 13%, and 14%,
5%, and 7%, respectively, of total sales during those periods. There can be no
assurance that any of the Company's principal customers will maintain its volume
of business with the Company or that a similar volume of business would be
forthcoming from new or existing customers to replace lost business, if any. The
loss of one or more of the Company's existing significant customers without
replacement by a customer or customers of similar volume would have a material
adverse effect on the Company's business, financial condition, operating results
and prospects.
Competition. The Company's competitors include numerous financial
equipment manufacturers and distributors and computer companies, many of which
have greater research, development, financial and personnel resources or name
recognition than the Company. There can be no assurance that the Company will be
able to maintain its market share in Canada, or that it will be able to compete
successfully in the United States or other markets.

      Control of Company by Management and Affiliates. As of July 31, 2002, the
executive officers and Directors of the Company beneficially owned or controlled
approximately 42.37% of the outstanding combined shares of Common Stock and the
Company's Class A Stock, representing approximately 71.46% of the combined
voting power of these classes. Class A Stock, which is not being registered
pursuant to this registration statement, is entitled to four votes per share. As
a result of the magnitude of their holdings and their contractual arrangements,
the Company's current principal shareholders could hinder or preclude an
unsolicited acquisition of the Company and that fact could have an adverse
effect on the market price of the Common Stock. Further, the current principal
shareholders have the ability to elect all the Company's Directors and to
control the outcome of all other issues submitted to the Company's shareholders
for the foreseeable future.

      Dependence on Key Individuals and Qualified Personnel. Barry E. Katsof,
Chairman of the Board of Directors and Chief Executive Officer of the Company,
and Ronald G. Waxman, Vice-Chairman of the Board of Directors, have been
primarily responsible for the development and expansion of the Company's
business, and the loss of the services of either of or both those individuals
could have a material adverse effect on the Company. The Company currently has
three-year employment agreements with each of Messrs. Katsof and Waxman,
expiring on April 30, 2003. In addition, the Company has purchased and is the
beneficiary of $1 million key-man insurance policies on the lives of each of
Messrs. Katsof and Waxman. Because of the specialized technical nature of the
Company's business, the Company is dependent upon its ability to continue to
attract and retain qualified management, marketing, engineering and technical
personnel. There is intense competition for qualified personnel in the Company's
business and in related businesses and there can be no assurance that the
Company will be able to continue to attract and retain the qualified personnel
necessary for the development of its business.

      Absence of Dividends. The Company has not paid any cash dividends and does
not anticipate paying any dividends on its Common Stock in the foreseeable
future. The Company anticipates that earnings, if any, will be retained to
finance future growth.

      Anti-Takeover Provisions. In addition to the voting control held by
officers, Directors and principal shareholders, the Company is subject to
agreements and provisions that could hinder or preclude an unsolicited
acquisition of the Company. The Company's Articles of Amalgamation authorize the
Board of Directors to issue, without shareholder authorization, shares of
preferred stock, in one or more designated series or classes. The Articles of
Amalgamation also provide for the Board of Directors to be divided into three
classes which serve for staggered three-year terms and include a "fair price
provision" which requires that 85% of the voting power of the Company approve
any merger, or similar extraordinary transaction, with an acquirer who owns 10%
or more of the voting power of the Company where the merger has not previously
been approved by independent Directors of the Company. Any of these

                                      -2-
agreements or provisions could discourage, hinder or preclude an unsolicited
acquisition of the Company and could make it less likely that shareholders
receive a premium for their shares as a result of any unsolicited acquisition
attempt. These provisions may also have a depressive effect on the market price
of the Common Stock.

      Exchange Rate Risk. The Company records its transactions and prepares its
financial statements in Canadian dollars. During the Company's 2002 fiscal year,
a material percentage of the Company's business, including approximately 6% of
its sales and approximately 50% of the Company's purchases of equipment, parts
and supplies, was transacted in currencies other than the Canadian dollar. Any
change in the value of, for example, the United States dollar against the
Canadian dollar would affect United States revenues and earnings of the Company
when translated into Canadian dollars. The same result might be recognized if
sales were made by the Company in countries other than Canada at material
levels.

      However, as the Company monitors exchange rate fluctuations on a regular
basis, makes corresponding changes as necessary to the price of its products and
services, and partially hedges its exchange rate risk through the purchase of
currency options contracts, the Company does not anticipate that exchange rate
fluctuations would have a material effect on future Company earnings. However,
there can be no assurance that the Company will be able to hedge successfully
against all exchange rate risk in the future.

      Service of Legal Process and Enforcement of Judgments. It may be difficult
for investors to effect service of process and to enforce judgments against the
Company or those of its officers and Directors who are not resident in or
citizens of the United States. The Company is a Canadian federal corporation.
All of its Directors and officers, except two Directors, are residents of Canada
and all or a substantial portion of the assets of each of those persons and a
substantial portion of the assets of the Company are located outside the United
States. Consequently, it may be difficult for United States investors to effect
service within the United States upon the Company or upon Directors or officers
of the Company, or to satisfy judgments of courts of the United States
predicated upon civil liabilities under United States federal securities laws.

                                 USE OF PROCEEDS

      The Company will not receive any proceeds from the sale of the Common
Stock by the selling stockholders to others. All sales proceeds will be received
by the selling stockholders.

                              SELLING STOCKHOLDERS

      The shares of Common Stock to which this reoffer prospectus relates are
being registered for reoffers and resales by the selling stockholders, who have,
or will, acquire the Common Stock pursuant to exercises of options for Common
Stock previously granted to the selling stockholders under the Company's Stock
Incentive Plan.

      The table below sets forth with respect to the selling stockholders, based
upon information available to the Company as of July 31, 2002, the number of
shares of Company Common Stock owned, the number of shares of Common Stock
registered by this reoffer

                                      -3-
prospectus and the number and percent of outstanding shares of Company Common
Stock that will be owned after the sale of the registered Common Stock assuming
the sale of all of the registered Common Stock.

--------------------------------------------------------------------------------

                                                      NUMBER OF   PERCENTAGE OF
                   NUMBER OF     NUMBER OF SHARES     SHARES OF     SHARES OF
                   SHARES OF     OF COMPANY COMMON     COMPANY       COMPANY
                COMPANY COMMON   STOCK REGISTERED   COMMON STOCK   COMMON STOCK
    SELLING       STOCK OWNED     BY THIS REOFFER    OWNED AFTER   OWNED AFTER
  STOCKHOLDER     BEFORE SALE       PROSPECTUS          SALE           SALE
--------------------------------------------------------------------------------

Barry E.            45,000            45,000             -0-            -0-
Katsof(1)
--------------------------------------------------------------------------------

Ronald G.
Waxman(2)           45,000            45,000             -0-            -0-
--------------------------------------------------------------------------------

Jan Westlund(3)     30,015            30,015             -0-            -0-
--------------------------------------------------------------------------------

Abraham
Nozetz(4)           22,500            22,500             -0-            -0-
--------------------------------------------------------------------------------

Brahm M.
Gelfand(5)          22,500            22,500             -0-            -0-
--------------------------------------------------------------------------------

James G.            10,000            10,000             -0-            -0-
Spencer(6)
--------------------------------------------------------------------------------

(1)   Mr. Katsof is the Chief Executive Officer of the Company and Chairman our
      Board of Directors.

(2)   Mr. Waxman is the Vice Chairman of our Board of Directors.

(3)   Mr. Westlund is a Director of the Company.

(4)   Mr. Nozetz is a Director of the Company.

(5)   Mr. Gelfand is a Director of the Company.

(6)   Mr. Spencer is a Director of the Company.

      Mr. Katsof and Mr. Waxman beneficially own 546,793 and 252,707 shares of
the Company's Class A Common Stock, constituting, together with Common Stock
beneficially owned by them, approximately 46% and 21%, respectively, of the
aggregate voting power of the Company's outstanding voting securities. Neither
Mr. Katsof nor Mr. Waxman plan to dispose of any of their shares of the
Company's Class A Common Stock and such shares are not being registered under
the Securities Act or being offered pursuant to this reoffer prospectus.

      Messrs. Westlund, Nozetz, Gelfand, and Spencer do not own any shares of
the Company's Class A Common Stock.

                              PLAN OF DISTRIBUTION

      The selling stockholders and any of their pledgees, donees, assignees or
transferees may sell any or all of the shares of Common Stock for value at any
time or from time to time under this reoffer prospectus in one or more
transactions on the Nasdaq Stock Market or any stock exchange, market or trading
facility on which the Common Stock is traded, in a negotiated transaction or in
a combination of such methods of sale, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or at prices
otherwise negotiated. The

                                      -4-
selling stockholders will act independently of the Company in making decisions
with respect to the timing, manner and size of each sale. The selling
stockholders may use any one or more of the following methods when selling
shares:

            o     ordinary brokerage transactions and transactions in which the
                  broker-dealer solicits purchasers;

            o     block trades in which the broker-dealer will attempt to sell
                  the shares as agent but may position and resell a portion of
                  the block as principal to facilitate the transaction;

            o     purchases by a broker-dealer as principal and resale by the
                  broker-dealer for its account;

            o     an exchange distribution in accordance with the rules of the
                  applicable exchange;

            o     privately negotiated transactions;

            o     underwritten offerings;

            o     short sales;

            o     agreements by the broker-dealer and the selling stockholders
                  to sell a specified number of such shares at a stipulated
                  price per share;

            o     a combination of any such methods of sale; and

            o     any other method permitted by applicable law.

      The selling stockholders may also sell shares under Rule 144 under the
Securities Act, if available, under Section 4(1) of the Securities Act or
directly to the Company in certain circumstances rather than under this reoffer
prospectus.

      Unless otherwise prohibited, the selling stockholders may enter into
hedging transactions with broker-dealers or other financial institutions in
connection with distributions of the shares or otherwise. In such transactions,
broker-dealers or financial institutions may engage in short sales of the shares
in the course of hedging the position they assume with the selling stockholders.
The selling stockholders may also engage in short sales, puts and calls,
forward-exchange contracts, collars and other transactions in our securities or
derivatives of our securities and may sell or deliver shares in connection with
these trades. If the selling stockholders sell shares short, they may redeliver
the shares to close out such short positions. The selling stockholders may also
enter into option or other transactions with broker-dealers or financial
institutions which require the delivery to the broker-dealer or the financial
institution of the shares. The broker-dealer or financial institution may then
resell or otherwise transfer such shares pursuant to this reoffer prospectus. In
addition, the selling stockholders may loan their shares to broker-dealers or
financial institutions who are counterparties to hedging transactions and the
broker-dealers,

                                      -5-
financial institutions or counterparties may sell the borrowed shares into the
public market. The selling stockholders may also pledge their shares to their
brokers or financial institutions and under the margin loan the broker or
financial institution may, from time to time, offer and sell the pledged shares.
The selling stockholders have advised us that they have not entered into any
agreements, understandings or arrangements with any underwriters, broker-dealers
or financial institutions regarding the sale of their shares other than ordinary
course brokerage arrangements, nor is there an underwriter or coordinating
broker acting in connection with the proposed sale of shares by the selling
stockholders.

      The selling stockholders and any broker-dealers that participate in the
distribution of the Common Stock may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any commissions received by
them and any profit on the resale of the Common Stock sold by them may be deemed
to be underwriting discounts and commissions under the Securities Act. All
selling and other expenses incurred by the selling stockholders will be borne by
the selling stockholders.

      There is no assurance that the selling stockholders will sell all or any
portion of the shares of Common Stock offered under this reoffer prospectus.

      The Company will pay all expenses in connection with this offering and
will not receive any proceeds from sales of any Common Stock by the selling
stockholders.

                                     EXPERTS

      The consolidated financial statements and schedule of the Company
appearing in the Company's Annual Report (Form 20-F) for the year ended January
31, 2002, have been audited by Richter, Usher & Vineberg, Chartered Accountants,
for the year ended January 31, 2002, and by Ernst & Young LLP, Chartered
Accountants, for the year ended January 31, 2001, as set forth in their
respective reports thereon included therein and incorporated herein by
reference. Such consolidated financial statements and schedule are incorporated
herein by reference in reliance upon such reports given on the authority of such
firms as experts in accounting and auditing.

                                  LEGAL MATTERS

      The validity of the shares of Common Stock offered hereby with respect to
matters of Canadian law will be passed upon for the Company by Lapointe
Rosenstein, Montreal Quebec.

                       WHERE YOU CAN FIND MORE INFORMATION

      We file annual reports and other information required by the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), with the Securities and
Exchange Commission (the "SEC"). You may read and copy any document the Company
files at the SEC's Public Reference Room located at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the Public Reference Room. The Company's SEC filings are also
available to the public from the SEC's web site at http://www.sec.gov.

                                      -6-
Additional information about the Company may also be obtained at the Company's
web site at http://www.friscobay.com.

      The Company has filed with the SEC a registration statement on Form S-8
(the "Registration Statement") under the Securities Act with respect to the
Common Stock. This reoffer prospectus, which constitutes a part of that
Registration Statement, does not contain all the information contained in that
Registration Statement and its exhibits. For further information with respect to
the Company and the Common Stock, you should consult the Registration Statement
and its exhibits. Statements contained in this reoffer prospectus concerning the
provisions of any documents are necessarily summaries of those documents, and
each statement is qualified in its entirety by reference to the copy of the
document filed with the SEC. The Registration Statement and any of its
amendments, including exhibits filed as a part of the Registration Statement or
an amendment to the Registration Statement, are available for inspection and
copying through the entities listed above.

                       INCORPORATED DOCUMENTS BY REFERENCE

      The SEC allows the Company to "incorporate by reference" the information
that we file with them, which means that we can disclose important information
to you by referring you to the other information we have filed with the SEC. The
information that we incorporate by reference is considered to be part of this
reoffer prospectus, and information that we file later with the SEC will
automatically update and supersede this information.

      The following documents, which have been filed by Frisco Bay Industries
Ltd. (the "Company" or "Registrant") with the Commission, are incorporated
herein by reference:

      (1)   the Registrant's Report on Form 6-K, filed with the Commission on
            December 17, 2002, which contains the unaudited interim financial
            statements of the Company for the period ending October 31, 2002;

      (2)   the Registrant's Annual Report on Form 20-F, filed with the
            Commission on July 31, 2002, which contains the audited financial
            statements of the Company for the fiscal year ended January 31,
            2002;

      (3)   the Registrant's Report on Form 6-K, filed with the Commission on
            July 3, 2002;

      (4)   the Registrant's Registration Statement on Form 8-A, filed with the
            Commission on August 18, 1993, and as amended on October 5, 1993,
            pursuant to Section 12(b) of the Securities Exchange Act of 1934, as
            amended, which incorporates by reference the description of the
            Common Stock contained in the Registrant's Prospectus, and any
            amendment or report filed with the Commission for purposes of
            updating such description;

      (5)   the Registrant's Registration Statement on Form S-8, filed with the
            Commission on February 5, 1996 (File Number 333-01002), and as
            amended on February 10, 1997 (File Number 333-6430), other than the
            Registrant's Annual Report on Form 20-F, filed with the Commission
            on June 27, 1995.

                                      -7-
All documents that we have filed with the SEC pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this reoffer
prospectus and prior to the completion of the offering, including subsequent
annual reports filed on Form 20-F, shall be deemed to be incorporated by
reference into this reoffer prospectus and to be part of this reoffer prospectus
from the date of filing of these documents.

      The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this reoffer prospectus is delivered, a copy
of any or all documents incorporated by reference into this reoffer prospectus
except the exhibits to such documents, unless such exhibits are specifically
incorporated by reference in such documents. You may request copies by writing
or telephoning Heather Halickman, Vice President, Human Resources and Secretary,
Frisco Bay Industries Ltd. 160 Graveline, St. Laurent, Quebec, Canada H4T 1R7;
telephone number (514) 738-7300.

                                 INDEMNIFICATION

      The Company is subject to the Canada Business Corporations Act which
provides that a corporation may indemnify its present or former directors and
officers and individuals who act or have acted at the corporation's request as a
director or officer, or in a similar capacity, of another entity, against all
costs, charges and expenses, including all amounts paid to settle an action or
satisfy a judgment, reasonably incurred by such individual in respect of any
civil, criminal, administrative, investigative or other proceeding in which he
is involved by reason of such association with the corporation or other entity.
However, no indemnification is available thereunder unless the individual acted
honestly and in good faith with a view to the best interests of the corporation
or, as the case may be, the other entity, and, in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, he
had reasonable grounds for believing that his conduct was lawful.

      The Canada Business Corporations Act further provides that a corporation
may advance moneys to a director, officer or other individual for the costs,
charges and expenses of a proceeding of the nature referred to above; provided,
however, that the individual must repay such moneys if he does not fulfill the
conditions entitling him to indemnification described above.

      The Company's By-Laws provide that, subject to the limitations contained
in the Canada Business Corporations Act, the Company shall indemnify a director
or officer of the Company, a former director or officer of the Company or a
person who acts or acted at the Company's request as a director or officer of a
body corporate of which the Company is or was a shareholder or creditor, and his
heirs and legal representatives, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by him in respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or having been a
director or officer of such Company or body corporate, if (a) he acted honestly
and in good faith with a view to the best interest of the Company; and (b) in
the case of a criminal or administrative action or proceeding that is enforced
by a monetary penalty, he had reasonable grounds for believing that his conduct
was lawful.

                                      -8-
A policy of directors' and officers' liability insurance is maintained by
the Company for the benefit of directors and officers of the Company which
insures them for losses as a result of claims based upon acts or omission as
directors and officers, including liabilities arising under the Securities Act
of 1933.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.

                                      -9-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents, which have been filed by Frisco Bay Industries
Ltd. (the "Company" or "Registrant") with the Commission, are incorporated
herein by reference:

      (1)   the Registrant's Report on Form 6-K, filed with the Commission on
            December 17, 2002, which contains the unaudited interim financial
            statements of the Company for the period ending October 31, 2002;

      (2)   the Registrant's Annual Report on Form 20-F, filed with the
            Commission on July 31, 2002, which contains the audited financial
            statements of the Company for the fiscal year ended January 31,
            2002;

      (3)   the Registrant's Report on Form 6-K, filed with the Commission on
            July 3, 2002;

      (4)   the Registrant's Registration Statement on Form 8-A, filed with the
            Commission on August 18, 1993, and as amended on October 5, 1993,
            pursuant to Section 12(b) of the Securities Exchange Act of 1934, as
            amended, which incorporates by reference the description of the
            Common Stock contained in the Registrant's Prospectus, and any
            amendment or report filed with the Commission for purposes of
            updating such description;

      (5)   the Registrant's Registration Statement on Form S-8, filed with the
            Commission on February 5, 1996 (File Number 333-01002), and as
            amended on February 10, 1997 (File Number 333-6430), other than the
            Registrant's Annual Report on Form 20-F, filed with the Commission
            on June 27, 1995.

ITEM  6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

      The Company is subject to the Canada Business Corporations Act which
provides that a corporation may indemnify its present or former directors and
officers and individuals who act or have acted at the corporation's request as a
director or officer, or in a similar capacity, of another entity, against all
costs, charges and expenses, including all amounts paid to settle an action or
satisfy a judgment, reasonably incurred by such individual in respect of any
civil, criminal, administrative, investigative or other proceeding in which he
is involved by reason of such association with the corporation or other entity.
However, no indemnification is available thereunder unless the individual acted
honestly and in good faith with a view to the best interests of the corporation
or, as the case may be, the other entity, and, in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, he
had reasonable grounds for believing that his conduct was lawful.

      The Canada Business Corporations Act further provides that a corporation
may advance moneys to a director, officer or other individual for the costs,
charges and expenses of a
proceeding of the nature referred to above; provided, however, that the
individual must repay such moneys if he does not fulfill the conditions
entitling him to indemnification described above.

      The Company's By-Laws provide that, subject to the limitations contained
in the Canada Business Corporations Act, the Company shall indemnify a director
or officer of the Company, a former director or officer of the Company or a
person who acts or acted at the Company's request as a director or officer of a
body corporate of which the Company is or was a shareholder or creditor, and his
heirs and legal representatives, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by him in respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or having been a
director or officer of such Company or body corporate, if (a) he acted honestly
and in good faith with a view to the best interest of the Company; and (b) in
the case of a criminal or administrative action or proceeding that is enforced
by a monetary penalty, he had reasonable grounds for believing that his conduct
was lawful.

      A policy of directors' and officers' liability insurance is maintained by
the Company for the benefit of directors and officers of the Company which
insures them for losses as a result of claims based upon acts or omission as
directors and officers, including liabilities arising under the Securities Act
of 1933.
ITEM 8.     EXHIBITS.

            Exhibit
            No.                           Document
            ---                           --------

            5           Opinion of Lapointe Rosenstein, Canadian counsel for the
                        Registrant, as to the legality of the securities being
                        registered.

            23.1        Consent of Richter, Usher & Vineberg.

            23.2        Consent of Ernst & Young LLP.

            23.3        Consent of Lapointe Rosenstein (included in, and
                        incorporated by reference to, Exhibit 5 hereto).

            24          Powers of Attorney (contained in the signature pages
                        hereto).

ITEM 9.     UNDERTAKINGS.

      The undersigned Registrant hereby undertakes:

      (a)   To file, during any period in which offers or sales are being made,
            a post-effective amendment to this Registration Statement:

                        (i) to include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933;

                        (ii) to reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereto) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease in the volume of securities offered (if the total
                  dollar value of securities offered would not exceed that which
                  was registered) and any deviation from the low or high end of
                  the estimated maximum offering range may be reflected in the
                  form of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than a 20% change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective Registration Statement;
(iii) to include any material information with respect
                  to the plan of distribution not previously disclosed in the
                  Registration Statement or any material change to such
                  information in the Registration Statement;

                  provided, however, that the undertakings set forth in
                  paragraphs (a)(i) and (a)(ii) do not apply if the information
                  required to be included in a post-effective amendment by those
                  paragraphs is contained in periodic reports filed with or
                  furnished to the Commission by the Registrant pursuant to
                  Section 13 or Section 15(d) of the Exchange Act that are
                  incorporated by reference in this Registration Statement.

      (b)   That, for the purpose of determining any liability under the
            Securities Act of 1933, each such post-effective amendment will be
            deemed to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            will be deemed to be the initial bona fide offering thereof.

      (c)   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.

      (d)   The undersigned Registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act of 1933, each
            filing of the Registrant's annual report pursuant to Section 13(a)
            or 15(d) of the Securities Exchange Act of 1934 that is incorporated
            by reference in the Registration Statement shall be deemed to be a
            new registration statement relating to the securities offered
            therein, and the offering of such securities at that time shall be
            deemed to be the initial bona fide offering thereof.

      (e)   Insofar as indemnification for liabilities arising under the
            Securities Act of 1933 may be permitted to directors, officers and
            controlling persons of the Registrant pursuant to the foregoing
            provisions, or otherwise, the Registrant has been advised that in
            the opinion of the Securities and Exchange Commission such
            indemnification is against public policy as expressed in the Act and
            is, therefore, unenforceable. In the event that a claim for
            indemnification against such liabilities (other than the payment by
            the Registrant of expenses incurred or paid by a director, officer
            or controlling person of the Registrant in the successful defense of
            any action, suit or proceeding) is asserted by such director,
            officer or controlling person in connection with the securities
            being registered, the Registrant will, unless in the opinion of its
            counsel the matter has been settled by controlling precedent, submit
            to a court of appropriate jurisdiction the question whether such
            indemnification by it is against public policy as expressed in the
            Act and will be governed by the final adjudication of such issue.
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Montreal, Province of Quebec, Canada, on December 31,
2002.

                                       FRISCO BAY INDUSTRIES, LTD.

                                       By: /s/ Barry E. Katsof
                                           -------------------------------------

                                       Barry E. Katsof
                                       Chief Executive Officer and Chairman of
                                       the Board of Directors
POWER OF ATTORNEY

      Each person whose signature appears below constitutes and appoints Barry
E. Katsof and Ronald G. Waxman, and each of them, his true and lawful
attorneys-in-fact and agents, each acting alone, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement,
including post-effective amendments, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, and hereby ratifies and confirms all his said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes may lawfully do or cause to be done by virtue thereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

          SIGNATURE                      TITLE                       DATE
          ---------                      -----                       ----

/s/ Barry E. Katsof          Chief Executive Officer and       December 31, 2002
--------------------------   Chairman of the Board of
Barry E. Katsof              Directors

/s/ Ronald G. Waxman         Vice Chairman of the Board of     December 31, 2002
--------------------------   Directors
Ronald G. Waxman

/s/ Robert Gagnon            Vice President, Finance and       December 31, 2002
--------------------------   Information Technology and
Robert Gagnon                Assistant Secretary
                             (Principal Financial and
                             Accounting Officer)

/s/ Abraham Nozetz           Director                          December 31, 2002
--------------------------
Abraham Nozetz

/s/ Brahm M. Gelfand         Director                          December 31, 2002
--------------------------
Brahm M. Gelfand

                             Director                          ________ __, 2002
--------------------------
Jan Westlund

                             Director                          ________ __, 2002
--------------------------
James G. Spencer
EXHIBIT INDEX
                                  -------------

            Exhibit
            No.                     Document
            ---                     --------

            5           Opinion of Lapointe Rosenstein, Canadian counsel for the
                        Registrant, as to the legality of the securities being
                        registered.

            23.1        Consent of Richter, Usher & Vineberg.

            23.2        Consent of Ernst & Young LLP.

            23.3        Consent of Lapointe Rosenstein (included in, and
                        incorporated by reference to, Exhibit 5 hereto).

            24          Powers of Attorney (contained in the signature pages
                        hereto).