As filed  with the  Securities  and  Exchange  Commission  on  January 2, 1998 -
Registration No. 333-_________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                 AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)

           Michigan                                                   38-0983610
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

       168 Louis Campau Promenade, Suite 400, Grand Rapids, Michigan    49503
               (Address of Principal Executive Offices)               (Zip Code)
       1992 Ameriwood Industries Non-Employee Directors' Stock Option Plan
                            (Full Title of the Plan)
              Beth A. Clark, 168 Louis Campau Promenade, Suite 400
                          Grand Rapids, Michigan 49503
                     (Name and address of agent for service)
                          Copies of Communications to:
                                 Joseph B. Levan
                      Varnum, Riddering, Schmidt & Howlett
                      333 Bridge Street, N.W., P.O. Box 352
                        Grand Rapids, Michigan 49501-0352
                                 (616) 336-6000

<TABLE>
                         CALCULATION OF REGISTRATION FEE

                                                             Proposed                 Proposed
       Title of                                              Maximum                  Maximum
   Securities to be           Amount to be                Offering Price              Aggregate                    Amount of
      Registered               Registered                  Per Share(2)            Offering Price             Registration Fee
<S>                       <C>                       <C>                        <C>                         <C>                      
Common Stock
($1.00 Par Value)         80,000 shares (1)         $4.875                      $390,000.00                 $115.05
=======================   =======================   =========================   =========================   ========================
</TABLE>
(1)       Represents  the number of shares of Common  Stock that could be issued
          under the 1992  Ameriwood  Industries  Non-Employee  Directors'  Stock
          Option Plan (the "Plan"). This Registration Statement also covers such
          indeterminable  additional  number of shares as may be issuable  under
          the Plan by  reason of  adjustments  in the  number of shares  covered
          thereby as described in the Plan.

(2)       For the purpose of  computing  the  registration  fee only,  the price
          shown is based upon the price of $4.875 per share,  the average of the
          high and low sales prices for the Common Stock of Ameriwood Industries
          International  Corporation  in the  NASD  National  Market  System  on
          December 31, 1997, in accordance with Rule 457(h).


Pursuant  to  Rule  416(a)  of the  General  Rules  and  Regulations  under  the
Securities Act of 1933, this Registration  Statement shall cover such additional
securities as may be offered or issued to prevent dilution  resulting from stock
splits, stock dividends or similar transactions.
<PAGE>
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information  required  by  Part  I to be  contained  in the  Section  10(a)
prospectuses is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part
I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following  documents filed with the Securities and Exchange  Commission
(the "Commission") are incorporated herein by reference:

     (a) The  Annual  Report on Form 10-K of the  Registrant  for the year ended
December 31, 1996.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the Annual  Report on Form 10-K referred to in (a)
above.

     (c) The  description of the  Registrant's  Common Stock is contained in the
Registrant's registration statement filed pursuant to Section 12 of the Exchange
Act and is incorporated herein by reference, including any amendments or reports
filed for the purpose of updating such description.

     All  reports  and  other  documents  subsequently  filed by the  Registrant
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and 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 which also is  incorporated  or 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

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

Item 5. Interests of Named Experts and Counsel

     Not Applicable.

Item 6. Indemnification of Directors and Officers

     Directors,  officers, or employees of the Company or persons serving at its
request  as  directors,   officers,  or  employees  of  another  corporation  or
enterprise  are  entitled to  indemnification  as  provided  in the  Articles of
Incorporation  of the Company which provide for  indemnification  to the fullest
extent permitted under the Michigan  Business  Corporation Act. These provisions
are broad  enough to  permit  indemnification  of such  person  for  liabilities
arising  under the  Securities  Act of 1933.  To provide  certain  officers  and
directors  of  the  Company  with  specific  contractual   assurance  that  such
protections  will be  available  regardless  of  amendments  to the  Articles of
Incorporation  or any  changes  in the  composition  of the  Company's  board or
acquisition  of the Company,  and to induce  officers and directors to serve the
Company, the Company has entered into Indemnity Agreements with certain officers
and directors which agreements also provide for the advancing of expenses to the
fullest extent now or hereafter permitted

                                      S-1
<PAGE>
by law. The form of such  agreements  has already been filed with the Commission
as an exhibit to the Company's Form 10-K for 1994.

Item 7. Exemption from Registration Claimed

     Not Applicable.

Item 8. Exhibits

     Reference  is made to the  Exhibit  Index  which  appears on page S-6.  The
Company  hereby  undertakes  that it shall  submit  the Plan and any  amendments
thereto  to the  Internal  Revenue  Service in order to  maintain  the Plan as a
qualified  plan under  Section  401 of the  Internal  Revenue  Code of 1986,  as
amended, to the extent required.

Item 9. Undertakings

     The undersigned registrant hereby undertakes:

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

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

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

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

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

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

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

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

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is

                                      S-2

<PAGE>
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.

                                      S-3
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
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 Grand Rapids, State of Michigan,  on the 31st day of
December, 1997.

                         AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION


                         By  /s/ Charles R. Foley
                         Charles R. Foley, President and Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Charles R. Foley and Marlan R. Smith, and each of
them, his or her true and lawful  attorney-in-fact and agent, with full power of
substitution  and  resubstitution,  for him or her and in his or her name, place
and stead, in any and all capacities,  to sign any and all amendments (including
post-effective  amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority,  granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing  required and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his or her  substitute,  may lawfully do or cause to be done by virtue
hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed  below on  December  31,  1997,  by the
following persons in the capacities indicated.



/s/ Charles R. Foley                             /s/ Neil L. Diver
Charles R. Foley, Director, President,           Neil L. Diver, Director
and Chief Executive Officer

/s/ Richard Pigott                               /s/ Edwin Wachtel
Richard Pigott, Director                         Edwin Wachtel, Director

/s/ Kevin Coyne                                  /s/ Marlan R. Smith
Kevin Coyne, Director                            Marlan R. Smith, Vice President
                                                 and Chief Financial Officer


                                      S-4
<PAGE>
               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


The Board of Directors
Ameriwood Industries International Corporation

As independent  public  accountants,  we hereby consent to the  incorporation by
reference  in this  registration  statement  of our reports so  incorporated  by
reference  and to the  reference  to our  firm  included  in  this  registration
statement.

                                                        /s/
                                                        COOPER & LYBRAND, L.L.P.






Grand Rapids, Michigan

December 31, 1997

                                      S-5

<PAGE>
                                  EXHIBIT INDEX

     The following exhibits are filed as a part of the Registration Statement:



Item 4         1992 Ameriwood  Industries  Non-Employee  Directors' Stock Option
               Plan

Item 5         Opinion of Varnum, Riddering, Schmidt & Howlett LLP

Item 23(a)     Consent  of  Coopers & Lybrand,  L.L.P.  -  included  on page S-5
               hereof

Item 23(b)     Consent of Varnum, Riddering,  Schmidt & Howlett LLP -included in
               Exhibit 5

Item 24        Power of Attorney - included on page S-4 hereof

                                      S-6
<PAGE>

                     1992 AMERIWOOD INDUSTRIES NON-EMPLOYEE
                          DIRECTORS' STOCK OPTION PLAN

     1. Purpose of Plan.


     The purpose of this 1992 Ameriwood Industries Non-Employee Directors' Stock
Option  Plan is to promote  the success of  Ameriwood  Industries  International
Corporation (the "Company") by attracting and retaining  non-employee  directors
by  supplementing  their cash  compensation  and  providing  a means for them to
increase their holdings of common stock of the Company.

     2. Definitions.

     As used herein, the following definitions shall apply:

     2.0  The  "Company"  shall  refer  to  Ameriwood  Industries  International
Corporation, a Michigan corporation.

     2.1  "Annual  Meeting  Date"  means the date of the  annual  meeting of the
stockholders of the Company at which directors are elected.

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

     2.3 "Common Stock" means the Common Stock pare value $1.00 per share of the
company.

     2.4 "Code" means the Internal Revenue Code of 1986 as amended.

     2.5 "Corporation" means the Company and its Parent and Subsidiaries.

     2.6 "Eligible  Director"  means any person who is a member of the Board and
who is not on the  Grant  Date  an  employee  full  time  or  part  time  of the
corporation.

     2.7  "Grant  Date"  means the date on which a person is first  elected as a
member of the Board,  except  that as to each  person who is a director on April
26, 1992, the Grant Date shall be April 26, 1992.

     2.8 "Option" means a stock option granted pursuant to this Plan.

     2.9  "Option  Agreement"  means the  agreement  between  the Company and an
Optionee for the grant of an option.

     2.10 "Option Stock" means stock subject to option granted  pursuant to this
Plan.

     2.11 "Optionee" means a person who receives an Option.

                                   EXHIBIT 4

<PAGE>
     2.12 "Parent" means a "parent corporation" as defined in Section 425(e) and
(g) of the Code.

     2.13 "Plan" means the  Company's  1992  Ameriwood  Industries  Non-Employee
Directors' Stock Option Plan.

     2.14 "Shares" means shares of Common Stock.

     2.15  "Subsidiary"  means a "subsidiary  corporation" as defined in Section
425(f) and (g) of the Code.

     3. Stock Subject to the Plan.

     The maximum aggregate number of Shares which may be optioned and sold under
the Plan excluding  those Shares  constituting  the  unexercised  portion of any
canceled  terminated or expired options is at any time 2-1/2% of the then issued
and outstanding  shares of Common Stock of the Company  excluding  shares issued
and  outstanding  as a result of any  exercise  of an Option but  subject to the
provisions  of  Section 11 of this Plan not less than  50000  shares  (excluding
shares issued and  outstanding  as a result of any exercise of an Option).  Such
Shares shall be authorized but unissued Common Stock.

     If an Option should expire or become  unexercisable  for any reason without
having been exercised in full, the unpurchased Shares which were subject thereto
shall,  unless the Plan shall have been  terminated,  become  available  for the
grant of other Options under the Plan.

     4. Administration of the Plan

     This Plan shall be administered by the Board, which shall have authority to
adopt such rules and  regulations,  and to make such  determinations  as are not
inconsistent with the Plan and are necessary or desirable for its implementation
and administration.  Each person who is or shall have been a member of the Board
shall be indemnified  and held harmless by the Company from and against any cost
liability or expense imposed or incurred in connection with such person's or the
Board's  taking or failing to take any action  under the Plan.  Each such person
shall be justified in relying on  information  furnished in connection  with the
Plan's administration by any appropriate person or persons.

     5. Grants of Options.

     5.1  Nondiscretionary  Grants.  Subject  to  approval  of this  Plan by the
shareholders  of the Company,  on the Grant Date each  Eligible  Director  shall
receive the grant of an Option to purchase 10,000 shares.

     5.2 Adjustment. The number of Shares subject to any Option shall be subject
to adjustment from time to time in accordance with Section 11 hereof.

<PAGE>

     6. Term of Plan.

     If this Plan is duly approved by the shareholders of the Company,  it shall
be  effective  as of April 26,  1992,  and shall  continue  in effect  until all
Options  granted  hereunder  have  expired  or  been  exercised,  unless  sooner
terminated  under the provisions  relating  thereto.  No Option shall be granted
after April 26, 2002.

     7. Terms of Option Agreement.

     Upon the grant of each Option,  the Company and the Eligible Director shall
enter  into an Option  Agreement  which  shall  specify  the Grant  Date and the
purchase  price and shall include or  incorporate  by reference the substance of
all of the following  provisions and such other provisions  consistent with this
Plan as the Board may determine.

     7.1 Term.  The term of the  Option  shall be six years  from its Grant Date
subject to earlier termination in accordance with Sections 7.6 or 7.7 hereof.

     7.2 Exercise  Schedule.  The Option shall first become  exercisable  on the
third  anniversary  of the Grant Date and  thereafter for the term of the Option
shall be fully exercisable.  Notwithstanding the foregoing, an Option held by an
Eligible Director shall become immediately exercisable in full upon the death or
disability of such Eligible  Director,  or just prior to any change of ownership
as described in Section 7.7.

     7.3 Purchase Price. The purchase price of the Shares subject to each Option
shall be the fair market value  thereof on the Grand Date.  "Fair market  value"
shall be equal to the mean of the highest bid and lowest  asked prices of shares
of Common Stock  reported by the NASDAQ  system on the date in question,  or, if
prices of shares of Common Stock are not so reported on that date, then the fair
market value of shares of Common Stock on that date determined by any reasonable
method selected by the Board in its sole discretion.

     7.4  Payment of  Purchase  Price.  The  purchase  price of Shares  acquired
pursuant to an Option  shall be paid in full at the time the Option is exercised
in cash or by  delivery of any  property  other than cash  (including  shares or
other  securities  of the Company,  so long as such property  constitutes  valid
consideration for the shares purchase under applicable law and is surrendered in
good form for transfer, or by some combination of cash and such other property);
provided,  however,  that the purchase  price may not be paid by the delivery of
Shares more frequently than once every six months.

     7.5 Transferability. No Option shall be transferable otherwise than by will
or the laws of the descent and distribution,  and an Option shall be exercisable
during the Eligible Director's lifetime only by the Eligible Director.

<PAGE>

     7.6 Termination of Membership on the Board.  If a Director's  membership on
the Board  terminates for any reason,  an Option held at the date of termination
(but  only  to the  extent  exercisable  at the  time  of  such  termination  in
accordance  with Section 7.2,  including  Options  exercisable  by reason of the
death or  disability  of the  Eligible  Director  or by  reason  of a change  of
ownership  pursuant to Section  7.7) may be exercised in whole or in part at any
time within one year after the date of such  termination  (but in no event after
the term of the Option expires) and shall thereafter automatically terminate. If
a Director's  membership  on the Board  terminates  during the three year period
beginning  on the Grant Date of an Option for any reason other than the death or
disability  of the  Director or by reason of a change of  ownership  pursuant to
Section 7.7, the Option shall automatically expire and all rights of such former
Eligible Director shall terminate.

     7.7 Change of Ownership. If the Company is acquired by another corporation,
or is  otherwise  merged into or  consolidated  with  another  corporation,  all
options shall become immediately exercisable just prior to the effective date of
the merger, combination, consolidation or other corporate event.

     8. Use of Proceeds.

     Proceeds from the sale of Shares pursuant to this Plan shall be used by the
Company for general corporate purposes.

     9. Term of Options.

     The term of each Option  granted under the Plan shall be six years from the
Grant Date, subject to earlier termination as herein provided.

     10. Exercise of Options.

     10.1  Procedures  for  Exercise.  Any  Option  granted  hereunder  which is
exercisable  shall be exercisable  in whole or in part under such  conditions as
the  Board  shall  designate  under  the  terms of the  Plan  and of the  Option
Agreement.  An Option  exercised in part shall  continue to be exercisable as to
the unexercised portion thereof, but not later than the date the Option expires.

     The  minimum  number  of Shares  with  respect  to which an  Option  may be
exercised at any one time shall be one hundred (100)  Shares,  unless the number
purchased  is the total  number at the time  available  for  purchase  under the
Option.  An Option may not be exercised for a fractional Share. No Option may be
exercised after the expiration of its term.

     An Option  shall be  deemed to be  exercised  when  written  notice of such
exercise  has been  given to the  Company  in  accordance  with the terms of the
Option by the person  entitled to exercise  the Option and full  payment for the
Shares with  respect to which the 

<PAGE>


Option is exercised has been received by the Company.  Until the issuance of the
stock  certificates  (as evidenced by the appropriate  entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote
or receive  dividends  or any other  rights as a  stockholder  shall  exist with
respect  to  Option  Shares  notwithstanding  the  exercise  of the  Option.  No
adjustment will be made for a dividend or other rights for which the record date
is prior to the date the stock  certificates  are issued  except as  provided in
Section 11 of the Plan.

     10.2  Exercise  Following  Death or  Disability.  In the case of Optionee's
death, exercise shall be by the person or persons (including his estate) to whom
his or her  rights  under  such  Option  shall be  passed  by will or by laws of
descent and distribution.

     10.3  Compliance  with Law.  The  exercise of each  Option  shall be on the
condition  that the  purchases  of  stock  thereunder  shall  be for  investment
purposes,  and not with a view to  resale  or  distribution  unless  the  Shares
subject to such  Option are  registered  under the  Securities  Act of 1933,  as
amended,  or if in the opinion of counsel for the Corporation such  registration
is not required under the Securities  Act of 1933 or any other  applicable  law,
regulation, or rule of any governmental agency.

     11. Adjustments.

     If the number of shares of Common Stock outstanding  changes by reason of a
stock   dividend,   stock  split,   recapitalization,   merger,   consolidation,
combination  or exchange  of shares,  the  aggregate  number and class of shares
available  under this Plan and subject to each option,  together with the option
prices,  shall be appropriately  adjusted.  No fractional shares shall be issued
pursuant to the Plan and any fractional  shares resulting from adjustments shall
be eliminated from the respective option.

     12. Time of Granting Options.

     The date of grant of an Option under this Plan shall be the Grant Date.  No
Option shall be granted after expiration of the term of this Plan.

     13. Approval, Amendment and Termination of the Plan.

     13.1  Approval.  This Plan  shall be  adopted  by the  Board,  and shall be
presented  to the  stockholders  of the Company for their  approval by vote of a
majority of such  stockholders  present,  or represented at a meeting duly held,
such  approval to be given not later than April 26, 1993.  Option may be granted
prior to such approval,  but such Options shall be contingent upon such approval
being obtained and may not be exercised prior to such approval.

     13.2 Amendment.  The Board,  without further approval of the  stockholders,
may amend  this Plan at any time and from time to time in such  respects  as the
Board may deem advisable, subject to any

<PAGE>
stockholder  or  regulatory  approval  required  by law,  and to any  conditions
established by the terms of such amendment;  provided that in no event shall the
Plan be amended  more than once every six (6) months  other than to comport with
changes in the Internal  Revenue Code, the Employee  Retirement  Income Security
Act,  or the  rules  thereunder,  or Rules  promulgated  by the  Securities  and
Exchange Commission.

     13.3 Termination and Suspension. The Board, without further approval of the
stockholders,  may  at any  time  terminate  or  suspend  this  Plan.  Any  such
termination or suspension of the Plan shall not affect Options  already  granted
and such  Options  shall remain in full force and effect as if this Plan had not
been  terminated  or  suspended.  No  Option  may be  granted  while the Plan is
suspended or after it is terminated.

     Rights  and  obligations  under any  Option  granted  while this Plan is in
effect shall not be altered or impaired by  suspension  or  termination  of this
Plan,  except with the consent of the person to whom the Option was granted.  An
Option may be terminated by agreement  between the Optionee and the Company and,
in lieu of the terminated  Option,  a new Option may be granted with an exercise
price  which may be higher or lower than the  exercise  price of the  terminated
Option.

     14. Conditions Upon Issuance of Shares.

     Shares  shall not be issued with respect to any Option  granted  under this
Plan unless the  exercise of such Option and the  issuance  and delivery of such
Shares  pursuant  thereto shall comply with all relevant  provisions of law, and
the requirements of any stock exchange upon which the Shares may then be listed,
and shall be further  subject to the  approval of counsel  for the Company  with
respect to such compliance inability of the Company to obtain authority from any
regulatory  body  having  jurisdictional  authority  deemed by its counsel to be
necessary to the lawful issuance and sale of any Shares  hereunder shall relieve
the  Company of any  liability  in respect of the  non-issuance  or sale of such
Shares as to which such requisite authority shall not have been obtained.

     15. Reservation of Shares.

     The Company,  during the term of this Plan,  will at all times  reserve and
keep  available  a number  of  Shares  as shall be  sufficient  to  satisfy  the
requirements of the Plan.
<PAGE>


                                December 31, 1997



Ameriwood Industries International Corporation
168 Louis Campau Promenade, Suite 400
Grand Rapids, MI 49503

         Re:   Registration Statement on Form S-8 Relating to the 1992 Ameriwood
               Industries Non- Employee Directors' Stock Option Plan

Gentlemen:

     With respect to the Registration  Statement on Form S-8 (the  "Registration
Statement"), filed by Ameriwood Industries International Corporation, a Michigan
corporation (the "Company"), with the Securities and Exchange Commission for the
purpose of  registering  under the  Securities  Act of 1933, as amended,  80,000
shares of the Company's  common stock,  par value $1.00 per share,  for issuance
pursuant to the Company's 1992  Non-Employee  Directors'  Stock Option Plan (the
"Plan"),  we have  examined  such  documents  and  questions  of law we consider
necessary or appropriate for the purpose of giving this opinion. On the basis of
such evaluation,  we advise you that in our opinion the 80,000 shares covered by
the  Registration  Statement upon the exercise of stock  options,  at the prices
described  in the  Registration  Statement,  but not  less  than  the par  value
thereof,  and upon  delivery of such shares and payment  therefor in  accordance
with the terms stated in the Plan and the Registration  Statement,  will be duly
and  legally  authorized,  issued  and  outstanding  and will be fully  paid and
nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required  under Section 7 of
the  Securities Act of 1933, as amended,  or under the rules and  regulations of
the Securities and Exchange Commission relating thereto.

                                   Sincerely,

                     VARNUM, RIDDERING, SCHMIDT & HOWLETTLLP


                             /s/ J. Terry Moran
                             J. Terry Moran, Partner


                                    EXHIBIT 5
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 32940}]
{"company-data": {"conformed-name": "AMERIWOOD INDUSTRIES INTERNATIONAL CORP", "cik": "0000774487", "assigned-sic": "2511", "irs-number": "380983610", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43667", "film-number": "98500262"}, "business-address": {"street1": "168 LOUIS CAMPAU PROM CORP", "street2": "SUITE 400", "city": "GRAND RAPIDS", "state": "MI", "zip": "49503", "phone": "6163369400"}, "mail-address": {"street1": "171 MONROE AVE NW STE 600", "city": "GRAND RAPIDS", "state": "MI", "zip": "49503"}, "former-company": {"former-conformed-name": "ROSPATCH CORP /MI/", "date-changed": "19920326"}}
As filed  with the  Securities  and  Exchange  Commission  on  January 2, 1998 -
Registration No. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                 AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)

           Michigan                                                   38-0983610
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

       168 Louis Campau Promenade, Suite 400, Grand Rapids, Michigan    49503
               (Address of Principal Executive Offices)               (Zip Code)
       1992 Ameriwood Industries Non-Employee Directors' Stock Option Plan
                            (Full Title of the Plan)
              Beth A. Clark, 168 Louis Campau Promenade, Suite 400
                          Grand Rapids, Michigan 49503
                     (Name and address of agent for service)
                          Copies of Communications to:
                                 Joseph B. Levan
                      Varnum, Riddering, Schmidt & Howlett
                      333 Bridge Street, N.W., P.O. Box 352
                        Grand Rapids, Michigan 49501-0352
                                 (616) 336-6000

                         CALCULATION OF REGISTRATION FEE

                                                             Proposed                 Proposed
       Title of                                              Maximum                  Maximum
   Securities to be           Amount to be                Offering Price              Aggregate                    Amount of
      Registered               Registered                  Per Share(2)            Offering Price             Registration Fee
Common Stock
($1.00 Par Value)         80,000 shares (1)         $4.875                      $390,000.00                 $115.05
=======================   =======================   =========================   =========================   ========================
(1)       Represents  the number of shares of Common  Stock that could be issued
          under the 1992  Ameriwood  Industries  Non-Employee  Directors'  Stock
          Option Plan (the "Plan"). This Registration Statement also covers such
          indeterminable  additional  number of shares as may be issuable  under
          the Plan by  reason of  adjustments  in the  number of shares  covered
          thereby as described in the Plan.

(2)       For the purpose of  computing  the  registration  fee only,  the price
          shown is based upon the price of $4.875 per share,  the average of the
          high and low sales prices for the Common Stock of Ameriwood Industries
          International  Corporation  in the  NASD  National  Market  System  on
          December 31, 1997, in accordance with Rule 457(h).

Pursuant  to  Rule  416(a)  of the  General  Rules  and  Regulations  under  the
Securities Act of 1933, this Registration  Statement shall cover such additional
securities as may be offered or issued to prevent dilution  resulting from stock
splits, stock dividends or similar transactions.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information  required  by  Part  I to be  contained  in the  Section  10(a)
prospectuses is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part
I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following  documents filed with the Securities and Exchange  Commission
(the "Commission") are incorporated herein by reference:

     (a) The  Annual  Report on Form 10-K of the  Registrant  for the year ended
December 31, 1996.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the Annual  Report on Form 10-K referred to in (a)
above.

     (c) The  description of the  Registrant's  Common Stock is contained in the
Registrant's registration statement filed pursuant to Section 12 of the Exchange
Act and is incorporated herein by reference, including any amendments or reports
filed for the purpose of updating such description.

     All  reports  and  other  documents  subsequently  filed by the  Registrant
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and 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 which also is  incorporated  or 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

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

Item 5. Interests of Named Experts and Counsel

     Not Applicable.

Item 6. Indemnification of Directors and Officers

     Directors,  officers, or employees of the Company or persons serving at its
request  as  directors,   officers,  or  employees  of  another  corporation  or
enterprise  are  entitled to  indemnification  as  provided  in the  Articles of
Incorporation  of the Company which provide for  indemnification  to the fullest
extent permitted under the Michigan  Business  Corporation Act. These provisions
are broad  enough to  permit  indemnification  of such  person  for  liabilities
arising  under the  Securities  Act of 1933.  To provide  certain  officers  and
directors  of  the  Company  with  specific  contractual   assurance  that  such
protections  will be  available  regardless  of  amendments  to the  Articles of
Incorporation  or any  changes  in the  composition  of the  Company's  board or
acquisition  of the Company,  and to induce  officers and directors to serve the
Company, the Company has entered into Indemnity Agreements with certain officers
and directors which agreements also provide for the advancing of expenses to the
fullest extent now or hereafter permitted

                                      S-1
by law. The form of such  agreements  has already been filed with the Commission
as an exhibit to the Company's Form 10-K for 1994.

Item 7. Exemption from Registration Claimed

     Not Applicable.

Item 8. Exhibits

     Reference  is made to the  Exhibit  Index  which  appears on page S-6.  The
Company  hereby  undertakes  that it shall  submit  the Plan and any  amendments
thereto  to the  Internal  Revenue  Service in order to  maintain  the Plan as a
qualified  plan under  Section  401 of the  Internal  Revenue  Code of 1986,  as
amended, to the extent required.

Item 9. Undertakings

     The undersigned registrant hereby undertakes:

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

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

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

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

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

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

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

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

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is

                                      S-2
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.

                                      S-3
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
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 Grand Rapids, State of Michigan,  on the 31st day of
December, 1997.

                         AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION

                         By  /s/ Charles R. Foley
                         Charles R. Foley, President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Charles R. Foley and Marlan R. Smith, and each of
them, his or her true and lawful  attorney-in-fact and agent, with full power of
substitution  and  resubstitution,  for him or her and in his or her name, place
and stead, in any and all capacities,  to sign any and all amendments (including
post-effective  amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority,  granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing  required and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his or her  substitute,  may lawfully do or cause to be done by virtue
hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed  below on  December  31,  1997,  by the
following persons in the capacities indicated.

/s/ Charles R. Foley                             /s/ Neil L. Diver
Charles R. Foley, Director, President,           Neil L. Diver, Director
and Chief Executive Officer

/s/ Richard Pigott                               /s/ Edwin Wachtel
Richard Pigott, Director                         Edwin Wachtel, Director

/s/ Kevin Coyne                                  /s/ Marlan R. Smith
Kevin Coyne, Director                            Marlan R. Smith, Vice President
                                                 and Chief Financial Officer

                                      S-4
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
Ameriwood Industries International Corporation

As independent  public  accountants,  we hereby consent to the  incorporation by
reference  in this  registration  statement  of our reports so  incorporated  by
reference  and to the  reference  to our  firm  included  in  this  registration
statement.

                                                        /s/
                                                        COOPER & LYBRAND, L.L.P.

Grand Rapids, Michigan

December 31, 1997

                                      S-5
EXHIBIT INDEX

     The following exhibits are filed as a part of the Registration Statement:

Item 4         1992 Ameriwood  Industries  Non-Employee  Directors' Stock Option
               Plan

Item 5         Opinion of Varnum, Riddering, Schmidt & Howlett LLP

Item 23(a)     Consent  of  Coopers & Lybrand,  L.L.P.  -  included  on page S-5
               hereof

Item 23(b)     Consent of Varnum, Riddering,  Schmidt & Howlett LLP -included in
               Exhibit 5

Item 24        Power of Attorney - included on page S-4 hereof

                                      S-6
1992 AMERIWOOD INDUSTRIES NON-EMPLOYEE
                          DIRECTORS' STOCK OPTION PLAN

     1. Purpose of Plan.

     The purpose of this 1992 Ameriwood Industries Non-Employee Directors' Stock
Option  Plan is to promote  the success of  Ameriwood  Industries  International
Corporation (the "Company") by attracting and retaining  non-employee  directors
by  supplementing  their cash  compensation  and  providing  a means for them to
increase their holdings of common stock of the Company.

     2. Definitions.

     As used herein, the following definitions shall apply:

     2.0  The  "Company"  shall  refer  to  Ameriwood  Industries  International
Corporation, a Michigan corporation.

     2.1  "Annual  Meeting  Date"  means the date of the  annual  meeting of the
stockholders of the Company at which directors are elected.

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

     2.3 "Common Stock" means the Common Stock pare value $1.00 per share of the
company.

     2.4 "Code" means the Internal Revenue Code of 1986 as amended.

     2.5 "Corporation" means the Company and its Parent and Subsidiaries.

     2.6 "Eligible  Director"  means any person who is a member of the Board and
who is not on the  Grant  Date  an  employee  full  time  or  part  time  of the
corporation.

     2.7  "Grant  Date"  means the date on which a person is first  elected as a
member of the Board,  except  that as to each  person who is a director on April
26, 1992, the Grant Date shall be April 26, 1992.

     2.8 "Option" means a stock option granted pursuant to this Plan.

     2.9  "Option  Agreement"  means the  agreement  between  the Company and an
Optionee for the grant of an option.

     2.10 "Option Stock" means stock subject to option granted  pursuant to this
Plan.

     2.11 "Optionee" means a person who receives an Option.

                                   EXHIBIT 4
2.12 "Parent" means a "parent corporation" as defined in Section 425(e) and
(g) of the Code.

     2.13 "Plan" means the  Company's  1992  Ameriwood  Industries  Non-Employee
Directors' Stock Option Plan.

     2.14 "Shares" means shares of Common Stock.

     2.15  "Subsidiary"  means a "subsidiary  corporation" as defined in Section
425(f) and (g) of the Code.

     3. Stock Subject to the Plan.

     The maximum aggregate number of Shares which may be optioned and sold under
the Plan excluding  those Shares  constituting  the  unexercised  portion of any
canceled  terminated or expired options is at any time 2-1/2% of the then issued
and outstanding  shares of Common Stock of the Company  excluding  shares issued
and  outstanding  as a result of any  exercise  of an Option but  subject to the
provisions  of  Section 11 of this Plan not less than  50000  shares  (excluding
shares issued and  outstanding  as a result of any exercise of an Option).  Such
Shares shall be authorized but unissued Common Stock.

     If an Option should expire or become  unexercisable  for any reason without
having been exercised in full, the unpurchased Shares which were subject thereto
shall,  unless the Plan shall have been  terminated,  become  available  for the
grant of other Options under the Plan.

     4. Administration of the Plan

     This Plan shall be administered by the Board, which shall have authority to
adopt such rules and  regulations,  and to make such  determinations  as are not
inconsistent with the Plan and are necessary or desirable for its implementation
and administration.  Each person who is or shall have been a member of the Board
shall be indemnified  and held harmless by the Company from and against any cost
liability or expense imposed or incurred in connection with such person's or the
Board's  taking or failing to take any action  under the Plan.  Each such person
shall be justified in relying on  information  furnished in connection  with the
Plan's administration by any appropriate person or persons.

     5. Grants of Options.

     5.1  Nondiscretionary  Grants.  Subject  to  approval  of this  Plan by the
shareholders  of the Company,  on the Grant Date each  Eligible  Director  shall
receive the grant of an Option to purchase 10,000 shares.

     5.2 Adjustment. The number of Shares subject to any Option shall be subject
to adjustment from time to time in accordance with Section 11 hereof.
6. Term of Plan.

     If this Plan is duly approved by the shareholders of the Company,  it shall
be  effective  as of April 26,  1992,  and shall  continue  in effect  until all
Options  granted  hereunder  have  expired  or  been  exercised,  unless  sooner
terminated  under the provisions  relating  thereto.  No Option shall be granted
after April 26, 2002.

     7. Terms of Option Agreement.

     Upon the grant of each Option,  the Company and the Eligible Director shall
enter  into an Option  Agreement  which  shall  specify  the Grant  Date and the
purchase  price and shall include or  incorporate  by reference the substance of
all of the following  provisions and such other provisions  consistent with this
Plan as the Board may determine.

     7.1 Term.  The term of the  Option  shall be six years  from its Grant Date
subject to earlier termination in accordance with Sections 7.6 or 7.7 hereof.

     7.2 Exercise  Schedule.  The Option shall first become  exercisable  on the
third  anniversary  of the Grant Date and  thereafter for the term of the Option
shall be fully exercisable.  Notwithstanding the foregoing, an Option held by an
Eligible Director shall become immediately exercisable in full upon the death or
disability of such Eligible  Director,  or just prior to any change of ownership
as described in Section 7.7.

     7.3 Purchase Price. The purchase price of the Shares subject to each Option
shall be the fair market value  thereof on the Grand Date.  "Fair market  value"
shall be equal to the mean of the highest bid and lowest  asked prices of shares
of Common Stock  reported by the NASDAQ  system on the date in question,  or, if
prices of shares of Common Stock are not so reported on that date, then the fair
market value of shares of Common Stock on that date determined by any reasonable
method selected by the Board in its sole discretion.

     7.4  Payment of  Purchase  Price.  The  purchase  price of Shares  acquired
pursuant to an Option  shall be paid in full at the time the Option is exercised
in cash or by  delivery of any  property  other than cash  (including  shares or
other  securities  of the Company,  so long as such property  constitutes  valid
consideration for the shares purchase under applicable law and is surrendered in
good form for transfer, or by some combination of cash and such other property);
provided,  however,  that the purchase  price may not be paid by the delivery of
Shares more frequently than once every six months.

     7.5 Transferability. No Option shall be transferable otherwise than by will
or the laws of the descent and distribution,  and an Option shall be exercisable
during the Eligible Director's lifetime only by the Eligible Director.
7.6 Termination of Membership on the Board.  If a Director's  membership on
the Board  terminates for any reason,  an Option held at the date of termination
(but  only  to the  extent  exercisable  at the  time  of  such  termination  in
accordance  with Section 7.2,  including  Options  exercisable  by reason of the
death or  disability  of the  Eligible  Director  or by  reason  of a change  of
ownership  pursuant to Section  7.7) may be exercised in whole or in part at any
time within one year after the date of such  termination  (but in no event after
the term of the Option expires) and shall thereafter automatically terminate. If
a Director's  membership  on the Board  terminates  during the three year period
beginning  on the Grant Date of an Option for any reason other than the death or
disability  of the  Director or by reason of a change of  ownership  pursuant to
Section 7.7, the Option shall automatically expire and all rights of such former
Eligible Director shall terminate.

     7.7 Change of Ownership. If the Company is acquired by another corporation,
or is  otherwise  merged into or  consolidated  with  another  corporation,  all
options shall become immediately exercisable just prior to the effective date of
the merger, combination, consolidation or other corporate event.

     8. Use of Proceeds.

     Proceeds from the sale of Shares pursuant to this Plan shall be used by the
Company for general corporate purposes.

     9. Term of Options.

     The term of each Option  granted under the Plan shall be six years from the
Grant Date, subject to earlier termination as herein provided.

     10. Exercise of Options.

     10.1  Procedures  for  Exercise.  Any  Option  granted  hereunder  which is
exercisable  shall be exercisable  in whole or in part under such  conditions as
the  Board  shall  designate  under  the  terms of the  Plan  and of the  Option
Agreement.  An Option  exercised in part shall  continue to be exercisable as to
the unexercised portion thereof, but not later than the date the Option expires.

     The  minimum  number  of Shares  with  respect  to which an  Option  may be
exercised at any one time shall be one hundred (100)  Shares,  unless the number
purchased  is the total  number at the time  available  for  purchase  under the
Option.  An Option may not be exercised for a fractional Share. No Option may be
exercised after the expiration of its term.

     An Option  shall be  deemed to be  exercised  when  written  notice of such
exercise  has been  given to the  Company  in  accordance  with the terms of the
Option by the person  entitled to exercise  the Option and full  payment for the
Shares with  respect to which the
Option is exercised has been received by the Company.  Until the issuance of the
stock  certificates  (as evidenced by the appropriate  entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote
or receive  dividends  or any other  rights as a  stockholder  shall  exist with
respect  to  Option  Shares  notwithstanding  the  exercise  of the  Option.  No
adjustment will be made for a dividend or other rights for which the record date
is prior to the date the stock  certificates  are issued  except as  provided in
Section 11 of the Plan.

     10.2  Exercise  Following  Death or  Disability.  In the case of Optionee's
death, exercise shall be by the person or persons (including his estate) to whom
his or her  rights  under  such  Option  shall be  passed  by will or by laws of
descent and distribution.

     10.3  Compliance  with Law.  The  exercise of each  Option  shall be on the
condition  that the  purchases  of  stock  thereunder  shall  be for  investment
purposes,  and not with a view to  resale  or  distribution  unless  the  Shares
subject to such  Option are  registered  under the  Securities  Act of 1933,  as
amended,  or if in the opinion of counsel for the Corporation such  registration
is not required under the Securities  Act of 1933 or any other  applicable  law,
regulation, or rule of any governmental agency.

     11. Adjustments.

     If the number of shares of Common Stock outstanding  changes by reason of a
stock   dividend,   stock  split,   recapitalization,   merger,   consolidation,
combination  or exchange  of shares,  the  aggregate  number and class of shares
available  under this Plan and subject to each option,  together with the option
prices,  shall be appropriately  adjusted.  No fractional shares shall be issued
pursuant to the Plan and any fractional  shares resulting from adjustments shall
be eliminated from the respective option.

     12. Time of Granting Options.

     The date of grant of an Option under this Plan shall be the Grant Date.  No
Option shall be granted after expiration of the term of this Plan.

     13. Approval, Amendment and Termination of the Plan.

     13.1  Approval.  This Plan  shall be  adopted  by the  Board,  and shall be
presented  to the  stockholders  of the Company for their  approval by vote of a
majority of such  stockholders  present,  or represented at a meeting duly held,
such  approval to be given not later than April 26, 1993.  Option may be granted
prior to such approval,  but such Options shall be contingent upon such approval
being obtained and may not be exercised prior to such approval.

     13.2 Amendment.  The Board,  without further approval of the  stockholders,
may amend  this Plan at any time and from time to time in such  respects  as the
Board may deem advisable, subject to any
stockholder  or  regulatory  approval  required  by law,  and to any  conditions
established by the terms of such amendment;  provided that in no event shall the
Plan be amended  more than once every six (6) months  other than to comport with
changes in the Internal  Revenue Code, the Employee  Retirement  Income Security
Act,  or the  rules  thereunder,  or Rules  promulgated  by the  Securities  and
Exchange Commission.

     13.3 Termination and Suspension. The Board, without further approval of the
stockholders,  may  at any  time  terminate  or  suspend  this  Plan.  Any  such
termination or suspension of the Plan shall not affect Options  already  granted
and such  Options  shall remain in full force and effect as if this Plan had not
been  terminated  or  suspended.  No  Option  may be  granted  while the Plan is
suspended or after it is terminated.

     Rights  and  obligations  under any  Option  granted  while this Plan is in
effect shall not be altered or impaired by  suspension  or  termination  of this
Plan,  except with the consent of the person to whom the Option was granted.  An
Option may be terminated by agreement  between the Optionee and the Company and,
in lieu of the terminated  Option,  a new Option may be granted with an exercise
price  which may be higher or lower than the  exercise  price of the  terminated
Option.

     14. Conditions Upon Issuance of Shares.

     Shares  shall not be issued with respect to any Option  granted  under this
Plan unless the  exercise of such Option and the  issuance  and delivery of such
Shares  pursuant  thereto shall comply with all relevant  provisions of law, and
the requirements of any stock exchange upon which the Shares may then be listed,
and shall be further  subject to the  approval of counsel  for the Company  with
respect to such compliance inability of the Company to obtain authority from any
regulatory  body  having  jurisdictional  authority  deemed by its counsel to be
necessary to the lawful issuance and sale of any Shares  hereunder shall relieve
the  Company of any  liability  in respect of the  non-issuance  or sale of such
Shares as to which such requisite authority shall not have been obtained.

     15. Reservation of Shares.

     The Company,  during the term of this Plan,  will at all times  reserve and
keep  available  a number  of  Shares  as shall be  sufficient  to  satisfy  the
requirements of the Plan.
December 31, 1997

Ameriwood Industries International Corporation
168 Louis Campau Promenade, Suite 400
Grand Rapids, MI 49503

         Re:   Registration Statement on Form S-8 Relating to the 1992 Ameriwood
               Industries Non- Employee Directors' Stock Option Plan

Gentlemen:

     With respect to the Registration  Statement on Form S-8 (the  "Registration
Statement"), filed by Ameriwood Industries International Corporation, a Michigan
corporation (the "Company"), with the Securities and Exchange Commission for the
purpose of  registering  under the  Securities  Act of 1933, as amended,  80,000
shares of the Company's  common stock,  par value $1.00 per share,  for issuance
pursuant to the Company's 1992  Non-Employee  Directors'  Stock Option Plan (the
"Plan"),  we have  examined  such  documents  and  questions  of law we consider
necessary or appropriate for the purpose of giving this opinion. On the basis of
such evaluation,  we advise you that in our opinion the 80,000 shares covered by
the  Registration  Statement upon the exercise of stock  options,  at the prices
described  in the  Registration  Statement,  but not  less  than  the par  value
thereof,  and upon  delivery of such shares and payment  therefor in  accordance
with the terms stated in the Plan and the Registration  Statement,  will be duly
and  legally  authorized,  issued  and  outstanding  and will be fully  paid and
nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required  under Section 7 of
the  Securities Act of 1933, as amended,  or under the rules and  regulations of
the Securities and Exchange Commission relating thereto.

                                   Sincerely,

                     VARNUM, RIDDERING, SCHMIDT & HOWLETTLLP

                             /s/ J. Terry Moran
                             J. Terry Moran, Partner

                                    EXHIBIT 5