=================================================================

         United States Securities and Exchange Commission
                     Washington, D.C.  20549                                    
                             FORM S-8

                   REGISTRATION STATEMENT UNDER
                    THE SECURITIES ACT OF 1933

               O'SULLIVAN INDUSTRIES HOLDINGS, INC.
      (Exact name of Registrant as specified in its charter)

              Delaware                             43-1659062
    (State or Other Jurisdiction of                             (I.R.S. Employer
   Incorporation or Organization)                         Identification No.)

   1900 Gulf Street, Lamar, Missouri                           64759-1899
(Address of Principal Executive Offices)                           (ZIP Code)

                O'SULLIVAN INDUSTRIES HOLDINGS, INC.
           AMENDED AND RESTATED 1994 INCENTIVE STOCK PLAN
                      (Full Title of the Plan)

                       ROWLAND H. GEDDIE, III
            Vice President, General Counsel and Secretary
                O'Sullivan Industries Holdings, Inc.
                          1900 Gulf Street
                     Lamar, Missouri  64759-1899
               (Name and Address of Agent for Service)

                            417-682-3322
    (Telephone number, including area code, of agent for service)
                  _______________________________

                  CALCULATION OF REGISTRATION FEE
 
                  -------------------------------
                    
Title of Securities to be Registered:      Common Stock,
                                     par value $1.00 per share
Amount to be Registered:                            500,000
Proposed Maximum Offering Price per Share<Fn1>:     $11.25
Proposed Maximum Aggregate Offering Price:          $5,675,000
Amount of Registration Fee:              $1,704.55

Title of Securities to be Registered:  Preferred Stock Purchase Rights<Fn2>
Amount to be Registered:                            500,000
Proposed Maximum Offering Price per Share<Fn2>:     -0-
Proposed Maximum Aggregate Offering Price:          -0-
Amount of Registration Fee:                         -0-

[FN]
1.      The number of shares registered has been computed on the basis
of the issuer's estimate of the aggregate number of shares which
will be needed for grants and awards over the remainder of the ten
year life of the O'Sullivan Industries Holdings, Inc. Amended and
Restated 1994 Incentive Stock Plan.  The registration fee was
calculated in accordance with Rule 457(c) upon the basis of the
average of the high and low prices of the Common Stock as reported
on the New York Stock Exchange Composite Transactions System on
February 10, 1997.
[/FN]

[FN]
2.   One Preferred Stock Purchase Right automatically trades with
each share of Common Stock and is evidenced by the certificate for
the Common Stock.
[/FN]

<PAGE>
                          EXPLANATORY NOTES

  Pursuant to Instruction E of the General Instructions to
Form S-8, the contents of Registration Statement on Form S-8, File
No. 33-75438, are hereby incorporated by reference.

  As permitted by the rules of the Securities and Exchange
Commission (the "Commission"), this Registration Statement omits
the information specified in Part I of Form S-8.

                               PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
 
  The following documents filed with the Commission by
O'Sullivan Industries Holdings, Inc. (the "Company," "O'Sullivan"
or the "Registrant") (File No. 1-12754) are incorporated in this
Registration Statement on Form S-8 (the "Registration Statement")
by reference:

  1.    The Company's Annual Report on Form 10-K for the fiscal
        year ended June 30, 1996;

  2.    The Company's Quarterly Report on Form 10-Q for the
        quarter ended September 30, 1996; and

  3.    The descriptions of the Company's common stock, par value
        $1.00 per share ("Common Stock"), and preferred stock
        purchase rights contained in the Company's Registration
        Statement on Form 8-A filed on January 13, 1994, as
        amended.

  All documents subsequently filed by O'Sullivan with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "1934 Act") and
prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and
to be a part hereof from the date of filing of such documents.  Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other
subsequently filed document, that also is or is deemed to be
incorporated by reference herein, modifies or supersedes such
statement.  Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this registration statement.
        
Item 4. DESCRIPTION OF SECURITIES

  Not Applicable

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

  Not Applicable

Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS

  The Company's Certificate of Incorporation and By-laws provide
that the Company shall indemnify, to the fullest extent authorized
by the Delaware General Corporation Law (the "DGCL"), each person
who is involved in any litigation or other proceeding because such
person is or was a director or officer of the Company or its
subsidiaries or is or was serving as an officer or director of
another entity at the request of the Company, against all expense,
loss or liability reasonably incurred or suffered in connection
therewith.  The Certificate of Incorporation and By-laws provide
that the right to indemnification includes the right to be paid
expenses incurred in defending any proceeding in advance of its
final disposition; provided, however, that if Delaware law
requires, such advance payment will only be made upon the delivery
to the Company of an undertaking, by or on behalf of the director
or officer, to repay all amounts so advanced if it is ultimately
determined that such director or officer is not entitled to
indemnification.  If the Company does not pay a proper claim for
indemnification in full within 30 days after a written claim for
such indemnification is received by the Company, the Certificate of
Incorporation and By-laws authorize the claimant to bring an action
against the Company and prescribe what constitutes a defense to
such action.

  Section 145 of the DGCL permits a corporation to indemnify any
director or officer of the corporation against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with any action,
suit or proceeding brought by reason of the fact that such person
is or was a director or officer of the corporation, if such person
acted in good faith and in a manner that he reasonably believed to
be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, if he had no
reason to believe his conduct was unlawful.  In a derivative action
(i.e., one brought by or on behalf of the corporation),
indemnification may be made only for expenses actually and
reasonably incurred by any director or officer in connection with
the defense or settlement of such an action or suit, if such person
acted in good faith and in a manner that he reasonably believed to
be in or not opposed to the best interests of the corporation,
except that no indemnification shall be made if such person shall
have been adjudged to be liable to the corporation, unless and only
to the extent that the court in which the action or suit was
brought shall determine that the defendant is fairly and reasonably
entitled to indemnity for such expenses despite such adjudication
of liability.

  Pursuant to Section 102(b)(7) of the DGCL, Article Tenth of
the Company's Certificate of Incorporation eliminates the liability
of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for
liabilities arising (i) from any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) from acts or
omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under Section 174 of the DGCL,
or (iv) from any transaction from which the director derived an
improper personal benefit.

  In addition, the Plan provides that the Registrant will
indemnify the members of the Compensation Committee for all costs
and expenses and, to the extent permitted by applicable law, any
liability incurred in connection with defending against, responding
to, negotiation for the settlement of or otherwise dealing with any
claim, cause of action or dispute of any kind arising in connection
with any actions in administering the O'Sullivan Industries
Holdings, Inc. Amended and Restated 1994 Incentive Stock Plan, as
amended, or in authorizing or denying authorization to any
transaction thereunder.

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

  The Registrant carries directors' and officers' liability
insurance policies under which all of the directors and executive
officers of the Registrant are insured against loss imposed upon them
with respect to their legal liability for breach of their duty to the
Registrant.  Excluded from coverage under said policy are fines and
penalties imposed by law upon such directors and officers or other
matters which may be deemed uninsurable such as material acts of
active and deliberate dishonesty committed by the insureds with
actual dishonest purpose and intent.  In addition, the Registrant
has entered into indemnification agreements with its directors and
certain officers for indemnification to the fullest extent
permitted by applicable law.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

  Not Applicable

Item 8. EXHIBITS
<TABLE>
<CAPTION>
<S>              <C>
Exhibit No.      Description

4.1              Certificate of Incorporation of O'Sullivan
                 Industries Holdings, Inc. (the "Company"), including
                 Certificate of Designation for Series A Preferred
                 Stock (incorporated by reference from Exhibit 3.1 to
                 Registration Statement on Form S-1 (File
                 No. 33-72120))

4.2              By-laws of the Company (incorporated by reference
                 from Exhibit 3.2 to Registration Statement on
                 Form S-1 (File No. 33-72120))

4.3              Specimen Certificate for shares of Common Stock
                 (incorporated by reference from Exhibit 4.1 to
                 Amendment No. 3 to Registration Statement on
                 Form S-1 (File No. 33-72120))

4.4              Rights Agreement dated as of February 1, 1994,
                 between the Company and The First National Bank of
                 Boston (incorporated by reference from Exhibit 4.4
                 to Quarterly Report on Form 10-Q for the quarter
                 ended March 31, 1994 (File No. 1-12754))

4.5              O'Sullivan Industries Holdings, Inc. 1994 Amended
                 and Restated Incentive Stock Plan

4.5(a)           Amendment to O'Sullivan Industries Holdings, Inc.
                 Amended and Restated Incentive Stock Plan

4.6              Form of Restricted Stock Agreement among Tandy
                 Corporation, the Company and each of Messrs.
                 D. F. O'Sullivan and T. E. Riegel (incorporated by
                 reference from Exhibit 4.2 to Amendment No. 2 to
                 Registration Statement on Form S-1 (File No. 33-72120))

4.7              Form of Nonqualified Stock Option Agreement between
                 the Company and certain members of management 

4.8              Form of Nonqualified Stock Option Agreement between
                 the Company and non-employee directors

4.9              Form of Incentive Stock Option Agreement between the
                 Company and certain members of management

5                Opinion of Blackwell Sanders Matheny Weary &
                 Lombardi L.C.

23.1             Consent of Price Waterhouse LLP, independent
                 accountants

23.2             Consent of Blackwell Sanders Matheny Weary &
                 Lombardi L.C., counsel (included in Exhibit 5)
</TABLE>

Item 9. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

  (a)(1)  To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:

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

   (ii) to reflect in the prospectus any facts or events arising
        after the effective date of the registration statement
        (or the most recent post-effective amendment thereof)
        which, individually or in the aggregate, represent a
        fundamental change in the information set forth in the
        registration statement; and/or

  (iii) to include any material information with respect to the
        plan of distribution not previously disclosed in the
        registration statement or any material change to such
        information in the registration statement.

  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 by the Registrant pursuant to section 13 or
section 15(d) of the 1934 Act that are incorporated by reference in
the registration statement.

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

  (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

  (4)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to section
13(a) or section 15(d) of the 1934 Act and 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.

  (5)  The undertaking regarding indemnification of officers and
directors is included as part of Item 6, which is incorporated into
this Item 9 by reference.

<PAGE>
                             SIGNATURES

  The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all 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 Lamar, State of Missouri, on the
11th day of February, 1997.

O'SULLIVAN INDUSTRIES HOLDINGS, INC. (Registrant)
By: Daniel F. O'Sullivan
Chairman of the Board and Chief Executive Officer

    Pursuant to the requirements of the Securities Act of 1933,
this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the date
indicated.

February 11, 1997  Daniel F. O'Sullivan
                   Chairman of the Board
                   and Chief Executive Officer
                   (Principal Executive Officer)

                   Richard D. Davidson
                   President, Chief Operating Officer and Director

                   Tyrone E. Riegel
                   Executive Vice President and Director

                   Terry L. Crump
                   Vice President-Finance and Chief Financial Officer
                   (Principal Financial and Accounting Officer)

                   William C. Bousquette
                   Director

                   Charles G. Hanson
                   Director

                   Stewart M. Kasen
                   Director

                   Thomas M. O'Sullivan, Sr.
                   Director

                   Ronald G. Stegall
                   Director

<PAGE>

                          INDEX TO EXHIBITS
<TABLE>
<CAPTION>
<S>           <C>
Exhibit No.   Description

4.1           Certificate of Incorporation of O'Sullivan
              Industries Holdings, Inc. (the "Company"), including
              Certificate of Designation for Series A Preferred
              Stock (incorporated by reference from Exhibit 3.1 to
              Registration Statement on Form S-1 (File
              No. 33-72120))

4.2           By-laws of the Company (incorporated by reference
              from Exhibit 3.2 to Registration Statement on
              Form S-1 (File No. 33-72120))

4.3           Specimen Certificate for shares of Common Stock
              (incorporated by reference from Exhibit 4.1 to
              Amendment No. 3 to Registration Statement on
              Form S-1 (File No. 33-72120))

4.4           Rights Agreement dated as of February 1, 1994,
              between the Company and The First National Bank of
              Boston (incorporated by reference from Exhibit 4.4
              to Quarterly Report on Form 10-Q for the quarter
              ended March 31, 1994 (File No. 1-12754))

4.5           O'Sullivan Industries Holdings, Inc. 1994 Amended
              and Restated Incentive Stock Plan

4.5(a)        Amendment to O'Sullivan Industries Holdings, Inc.
              Amended and Restated Incentive Stock Plan

4.6           Form of Restricted Stock Agreement among Tandy
              Corporation, the Company and each of Messrs.
              D. F. O'Sullivan and T. E. Riegel (incorporated by
              reference from Exhibit 4.2 to Amendment No. 2 to
              Registration Statement on Form S-1 (File No. 33-72120))

4.7           Form of Nonqualified Stock Option Agreement between
              the Company and certain members of management 

4.8           Form of Nonqualified Stock Option Agreement between
              the Company and non-employee directors

4.9           Form of Incentive Stock Option Agreement between the
              Company and certain members of management

5             Opinion of Blackwell Sanders Matheny Weary &
              Lombardi L.C.

23.1          Consent of Price Waterhouse LLP, independent
              accountants

23.2          Consent of Blackwell Sanders Matheny Weary &
              Lombardi L.C., counsel (included in Exhibit 5)
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20378}]
{"company-data": {"conformed-name": "OSULLIVAN INDUSTRIES HOLDINGS INC", "cik": "0000915354", "assigned-sic": "2511", "irs-number": "431659062", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21609", "film-number": "97525633"}, "business-address": {"street1": "1900 GULF ST", "city": "LAMAR", "state": "MO", "zip": "64759-1899", "phone": "4176823322"}, "mail-address": {"street1": "1900 GULF STREET", "city": "LAMAR", "state": "MO", "zip": "647591899"}}
=================================================================

         United States Securities and Exchange Commission
                     Washington, D.C.  20549                                    
                             FORM S-8

                   REGISTRATION STATEMENT UNDER
                    THE SECURITIES ACT OF 1933

               O'SULLIVAN INDUSTRIES HOLDINGS, INC.
      (Exact name of Registrant as specified in its charter)

              Delaware                             43-1659062
    (State or Other Jurisdiction of                             (I.R.S. Employer
   Incorporation or Organization)                         Identification No.)

   1900 Gulf Street, Lamar, Missouri                           64759-1899
(Address of Principal Executive Offices)                           (ZIP Code)

                O'SULLIVAN INDUSTRIES HOLDINGS, INC.
           AMENDED AND RESTATED 1994 INCENTIVE STOCK PLAN
                      (Full Title of the Plan)

                       ROWLAND H. GEDDIE, III
            Vice President, General Counsel and Secretary
                O'Sullivan Industries Holdings, Inc.
                          1900 Gulf Street
                     Lamar, Missouri  64759-1899
               (Name and Address of Agent for Service)

                            417-682-3322
    (Telephone number, including area code, of agent for service)
                  _______________________________

                  CALCULATION OF REGISTRATION FEE
 
                  -------------------------------
                    
Title of Securities to be Registered:      Common Stock,
                                     par value $1.00 per share
Amount to be Registered:                            500,000
Proposed Maximum Offering Price per Share
:     $11.25
Proposed Maximum Aggregate Offering Price:          $5,675,000
Amount of Registration Fee:              $1,704.55

Title of Securities to be Registered:  Preferred Stock Purchase Rights
Amount to be Registered:                            500,000
Proposed Maximum Offering Price per Share
:     -0-
Proposed Maximum Aggregate Offering Price:          -0-
Amount of Registration Fee:                         -0-

[FN]
1.      The number of shares registered has been computed on the basis
of the issuer's estimate of the aggregate number of shares which
will be needed for grants and awards over the remainder of the ten
year life of the O'Sullivan Industries Holdings, Inc. Amended and
Restated 1994 Incentive Stock Plan.  The registration fee was
calculated in accordance with Rule 457(c) upon the basis of the
average of the high and low prices of the Common Stock as reported
on the New York Stock Exchange Composite Transactions System on
February 10, 1997.
[/FN]

[FN]
2.   One Preferred Stock Purchase Right automatically trades with
each share of Common Stock and is evidenced by the certificate for
the Common Stock.
[/FN]
EXPLANATORY NOTES

  Pursuant to Instruction E of the General Instructions to
Form S-8, the contents of Registration Statement on Form S-8, File
No. 33-75438, are hereby incorporated by reference.

  As permitted by the rules of the Securities and Exchange
Commission (the "Commission"), this Registration Statement omits
the information specified in Part I of Form S-8.

                               PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
 
  The following documents filed with the Commission by
O'Sullivan Industries Holdings, Inc. (the "Company," "O'Sullivan"
or the "Registrant") (File No. 1-12754) are incorporated in this
Registration Statement on Form S-8 (the "Registration Statement")
by reference:

  1.    The Company's Annual Report on Form 10-K for the fiscal
        year ended June 30, 1996;

  2.    The Company's Quarterly Report on Form 10-Q for the
        quarter ended September 30, 1996; and

  3.    The descriptions of the Company's common stock, par value
        $1.00 per share ("Common Stock"), and preferred stock
        purchase rights contained in the Company's Registration
        Statement on Form 8-A filed on January 13, 1994, as
        amended.

  All documents subsequently filed by O'Sullivan with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "1934 Act") and
prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and
to be a part hereof from the date of filing of such documents.  Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other
subsequently filed document, that also is or is deemed to be
incorporated by reference herein, modifies or supersedes such
statement.  Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this registration statement.
        
Item 4. DESCRIPTION OF SECURITIES

  Not Applicable

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

  Not Applicable

Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS

  The Company's Certificate of Incorporation and By-laws provide
that the Company shall indemnify, to the fullest extent authorized
by the Delaware General Corporation Law (the "DGCL"), each person
who is involved in any litigation or other proceeding because such
person is or was a director or officer of the Company or its
subsidiaries or is or was serving as an officer or director of
another entity at the request of the Company, against all expense,
loss or liability reasonably incurred or suffered in connection
therewith.  The Certificate of Incorporation and By-laws provide
that the right to indemnification includes the right to be paid
expenses incurred in defending any proceeding in advance of its
final disposition; provided, however, that if Delaware law
requires, such advance payment will only be made upon the delivery
to the Company of an undertaking, by or on behalf of the director
or officer, to repay all amounts so advanced if it is ultimately
determined that such director or officer is not entitled to
indemnification.  If the Company does not pay a proper claim for
indemnification in full within 30 days after a written claim for
such indemnification is received by the Company, the Certificate of
Incorporation and By-laws authorize the claimant to bring an action
against the Company and prescribe what constitutes a defense to
such action.

  Section 145 of the DGCL permits a corporation to indemnify any
director or officer of the corporation against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with any action,
suit or proceeding brought by reason of the fact that such person
is or was a director or officer of the corporation, if such person
acted in good faith and in a manner that he reasonably believed to
be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, if he had no
reason to believe his conduct was unlawful.  In a derivative action
(i.e., one brought by or on behalf of the corporation),
indemnification may be made only for expenses actually and
reasonably incurred by any director or officer in connection with
the defense or settlement of such an action or suit, if such person
acted in good faith and in a manner that he reasonably believed to
be in or not opposed to the best interests of the corporation,
except that no indemnification shall be made if such person shall
have been adjudged to be liable to the corporation, unless and only
to the extent that the court in which the action or suit was
brought shall determine that the defendant is fairly and reasonably
entitled to indemnity for such expenses despite such adjudication
of liability.

  Pursuant to Section 102(b)(7) of the DGCL, Article Tenth of
the Company's Certificate of Incorporation eliminates the liability
of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for
liabilities arising (i) from any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) from acts or
omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under Section 174 of the DGCL,
or (iv) from any transaction from which the director derived an
improper personal benefit.

  In addition, the Plan provides that the Registrant will
indemnify the members of the Compensation Committee for all costs
and expenses and, to the extent permitted by applicable law, any
liability incurred in connection with defending against, responding
to, negotiation for the settlement of or otherwise dealing with any
claim, cause of action or dispute of any kind arising in connection
with any actions in administering the O'Sullivan Industries
Holdings, Inc. Amended and Restated 1994 Incentive Stock Plan, as
amended, or in authorizing or denying authorization to any
transaction thereunder.

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

  The Registrant carries directors' and officers' liability
insurance policies under which all of the directors and executive
officers of the Registrant are insured against loss imposed upon them
with respect to their legal liability for breach of their duty to the
Registrant.  Excluded from coverage under said policy are fines and
penalties imposed by law upon such directors and officers or other
matters which may be deemed uninsurable such as material acts of
active and deliberate dishonesty committed by the insureds with
actual dishonest purpose and intent.  In addition, the Registrant
has entered into indemnification agreements with its directors and
certain officers for indemnification to the fullest extent
permitted by applicable law.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

  Not Applicable

Item 8. EXHIBITS
Exhibit No.      Description

4.1              Certificate of Incorporation of O'Sullivan
                 Industries Holdings, Inc. (the "Company"), including
                 Certificate of Designation for Series A Preferred
                 Stock (incorporated by reference from Exhibit 3.1 to
                 Registration Statement on Form S-1 (File
                 No. 33-72120))

4.2              By-laws of the Company (incorporated by reference
                 from Exhibit 3.2 to Registration Statement on
                 Form S-1 (File No. 33-72120))

4.3              Specimen Certificate for shares of Common Stock
                 (incorporated by reference from Exhibit 4.1 to
                 Amendment No. 3 to Registration Statement on
                 Form S-1 (File No. 33-72120))

4.4              Rights Agreement dated as of February 1, 1994,
                 between the Company and The First National Bank of
                 Boston (incorporated by reference from Exhibit 4.4
                 to Quarterly Report on Form 10-Q for the quarter
                 ended March 31, 1994 (File No. 1-12754))

4.5              O'Sullivan Industries Holdings, Inc. 1994 Amended
                 and Restated Incentive Stock Plan

4.5(a)           Amendment to O'Sullivan Industries Holdings, Inc.
                 Amended and Restated Incentive Stock Plan

4.6              Form of Restricted Stock Agreement among Tandy
                 Corporation, the Company and each of Messrs.
                 D. F. O'Sullivan and T. E. Riegel (incorporated by
                 reference from Exhibit 4.2 to Amendment No. 2 to
                 Registration Statement on Form S-1 (File No. 33-72120))

4.7              Form of Nonqualified Stock Option Agreement between
                 the Company and certain members of management 

4.8              Form of Nonqualified Stock Option Agreement between
                 the Company and non-employee directors

4.9              Form of Incentive Stock Option Agreement between the
                 Company and certain members of management

5                Opinion of Blackwell Sanders Matheny Weary &
                 Lombardi L.C.

23.1             Consent of Price Waterhouse LLP, independent
                 accountants

23.2             Consent of Blackwell Sanders Matheny Weary &
                 Lombardi L.C., counsel (included in Exhibit 5)
Item 9. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

  (a)(1)  To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:

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

   (ii) to reflect in the prospectus any facts or events arising
        after the effective date of the registration statement
        (or the most recent post-effective amendment thereof)
        which, individually or in the aggregate, represent a
        fundamental change in the information set forth in the
        registration statement; and/or

  (iii) to include any material information with respect to the
        plan of distribution not previously disclosed in the
        registration statement or any material change to such
        information in the registration statement.

  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 by the Registrant pursuant to section 13 or
section 15(d) of the 1934 Act that are incorporated by reference in
the registration statement.

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

  (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

  (4)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to section
13(a) or section 15(d) of the 1934 Act and 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.

  (5)  The undertaking regarding indemnification of officers and
directors is included as part of Item 6, which is incorporated into
this Item 9 by reference.
SIGNATURES

  The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all 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 Lamar, State of Missouri, on the
11th day of February, 1997.

O'SULLIVAN INDUSTRIES HOLDINGS, INC. (Registrant)
By: Daniel F. O'Sullivan
Chairman of the Board and Chief Executive Officer

    Pursuant to the requirements of the Securities Act of 1933,
this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the date
indicated.

February 11, 1997  Daniel F. O'Sullivan
                   Chairman of the Board
                   and Chief Executive Officer
                   (Principal Executive Officer)

                   Richard D. Davidson
                   President, Chief Operating Officer and Director

                   Tyrone E. Riegel
                   Executive Vice President and Director

                   Terry L. Crump
                   Vice President-Finance and Chief Financial Officer
                   (Principal Financial and Accounting Officer)

                   William C. Bousquette
                   Director

                   Charles G. Hanson
                   Director

                   Stewart M. Kasen
                   Director

                   Thomas M. O'Sullivan, Sr.
                   Director

                   Ronald G. Stegall
                   Director
INDEX TO EXHIBITS
Exhibit No.   Description

4.1           Certificate of Incorporation of O'Sullivan
              Industries Holdings, Inc. (the "Company"), including
              Certificate of Designation for Series A Preferred
              Stock (incorporated by reference from Exhibit 3.1 to
              Registration Statement on Form S-1 (File
              No. 33-72120))

4.2           By-laws of the Company (incorporated by reference
              from Exhibit 3.2 to Registration Statement on
              Form S-1 (File No. 33-72120))

4.3           Specimen Certificate for shares of Common Stock
              (incorporated by reference from Exhibit 4.1 to
              Amendment No. 3 to Registration Statement on
              Form S-1 (File No. 33-72120))

4.4           Rights Agreement dated as of February 1, 1994,
              between the Company and The First National Bank of
              Boston (incorporated by reference from Exhibit 4.4
              to Quarterly Report on Form 10-Q for the quarter
              ended March 31, 1994 (File No. 1-12754))

4.5           O'Sullivan Industries Holdings, Inc. 1994 Amended
              and Restated Incentive Stock Plan

4.5(a)        Amendment to O'Sullivan Industries Holdings, Inc.
              Amended and Restated Incentive Stock Plan

4.6           Form of Restricted Stock Agreement among Tandy
              Corporation, the Company and each of Messrs.
              D. F. O'Sullivan and T. E. Riegel (incorporated by
              reference from Exhibit 4.2 to Amendment No. 2 to
              Registration Statement on Form S-1 (File No. 33-72120))

4.7           Form of Nonqualified Stock Option Agreement between
              the Company and certain members of management 

4.8           Form of Nonqualified Stock Option Agreement between
              the Company and non-employee directors

4.9           Form of Incentive Stock Option Agreement between the
              Company and certain members of management

5             Opinion of Blackwell Sanders Matheny Weary &
              Lombardi L.C.

23.1          Consent of Price Waterhouse LLP, independent
              accountants

23.2          Consent of Blackwell Sanders Matheny Weary &
              Lombardi L.C., counsel (included in Exhibit 5)