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)
        1995 Ameriwood Industries Non-Employee Director 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)         100,000 shares (1)        $4.875                      $487,500                  $143.81
=======================   =======================   ========================   ========================   =======================
</TABLE>
(1)       Represents  the  number  of  shares of  Common  Stock  authorized  for
          issuance under the 1995  Ameriwood  Industries  Non-Employee  Director
          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 Prospectus.

(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  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
qualified  plans 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 Cheif 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 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         1995 Ameriwood Industries Non-Employee Director 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>
                              AMERIWOOD INDUSTRIES
                  1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


                                    ARTICLE I
                               GENERAL PROVISIONS

1.1       Purpose and Scope.  The purpose of this  Non-Employee  Director  Stock
          Option  Plan is to make  service  on the  Board  of  Directors  of the
          Company  more  attractive  to  present  and  prospective  non-employee
          directors,   as  the  continued  services  of  qualified  non-employee
          directors  are  considered   essential  to  the  Company's   sustained
          progress.

1.2       Definitions.  The following words and phrases shall have the following
          meanings as used in this Plan:

          (a)  "Board" means the Board of Directors of the Company.

          (b)  "Company" means Ameriwood  Industries  International  Corporation
               and any subsidiary corporation or other entity in which Ameriwood
               Industries   International   Corporation   holds  a   proprietary
               interest.

          (c)  "Fair  Market  Value"  means the  average of the  highest bid and
               lowest  asked  prices of shares of Stock  reported  by The Nasdaq
               Stock  Market on the trading  date in  question,  or if prices of
               shares of Stock are not so reported  on that date,  then the fair
               market  value of shares of Stock on that date  determined  by any
               reasonable method selected by the Board in its sole discretion.

          (d)  "Option  Price" means the purchase  price for Stock  payable upon
               exercise of an option granted under this Plan.

          (e)  "Optionee"  means a person  to whom an  option  has been  granted
               under this Plan.

          (f)  "Non-Employee  Director"  means a person  who is a member  of the
               Board of Directors of the Company,  but who is not an employee of
               the Company.

          (g)  "Plan" means this Ameriwood Industries 1995 Non-Employee Director
               Stock Option Plan.

          (h)  "Stock"  means the common stock of the  Company,  par value $1.00
               per share.

1.3       Administration.  The Plan shall be administered by the Board,  and its
          interpretation  and construction of any provision of the Plan shall be
          final and  binding.  Each person who is or shall have been a member of
          the Board shall be  defended,  indemnified,  and held  harmless by the
          Company,  to the maximum extent permitted by law, from and against any
          cost,  liability,  or expense  imposed or incurred in connection  with
          such persons taking or failing to take any action under the Plan.

                                   EXHIBIT 4

<PAGE>
1.4       Shares  Subject to Plan. The maximum number of shares of Stock subject
          to options granted under the Plan shall be 100,000 shares,  subject to
          adjustment  as provided in Section 3.1 below.  The shares of Stock may
          be  authorized  but  unissued  shares  or  treasury  shares.   If  any
          outstanding  option expires or is terminated for any reason before the
          end of the term for this  Plan,  the  shares of Stock  covered by that
          option shall be available for options  subsequently granted under this
          Plan.

1.5       Eligibility and Grant of Options. Only Non-Employee Directors shall be
          eligible  to  receive  options  under this  Plan.  Each  newly-elected
          Non-Employee  Director  shall be granted an initial  option to acquire
          5,000 shares of Stock as of the date that director is first elected to
          office  as  a  director.  Non-Employee  Directors  who  are  incumbent
          directors  at  the  time  this  Plan  is  approved  by  the  Company's
          shareholders,  and who continue in office as directors  subsequent  to
          that shareholder  approval shall be granted initial options to acquire
          5,000  shares  each of Stock  effective  as of the  date  shareholders
          approve the Plan. Each Non- Employee Director shall also be granted an
          additional   option  to  acquire   5,000  shares  as  of  each  annual
          anniversary date of shareholder  approval of the Plan,  except where a
          newly-elected  Non-Employee  Director  was  granted an initial  option
          earlier in the same calendar year.


                                   ARTICLE II
                               OPTIONS AND RIGHTS

2.1       Non-Statutory Stock Options.  All options granted under the Plan shall
          be non-statutory  options, not entitled to special tax treatment under
          Section 422 of the Internal Revenue Code of 1986, as amended.

2.2       Terms, Conditions, and Form of Options. Each option granted under this
          Plan  shall be  evidenced  by a  written  agreement  in such  form and
          containing  such terms as the Board shall  approve  from time to time,
          which  agreements  shall  comply with and be subject to the  following
          terms and conditions:

          (a)  Options  Non-Transferable.  Each  option  granted  under the Plan
               shall not be  transferable by the Optionee other than by will, or
               by the laws of descent and distribution, and shall be exercisable
               only by the Optionee  during his lifetime.  No option or interest
               therein may be transferred,  assigned, pledged or hypothecated by
               the Optionee during his lifetime,  whether by operation of law or
               otherwise, or be made subject to execution, attachment or similar
               process.

          (b)  Period of Option.  Options shall terminate upon the expiration of
               six (6) years from the date upon which such  options were granted
               (subject to prior termination as hereinafter provided).

          (c)  Exercise of  Options.  Options  may be  exercised,  in full or in
               part,  only by giving written notice to the Company,  stating the
               number of shares of Stock  with  respect  to which the  option is
               being exercised, accompanied by payment in full for such

                                       -2-

<PAGE>
               shares.  Payment may be made,  in whole or in part,  in cash,  in
               shares of the Stock of the Company already owned by the Optionee,
               valued  at Fair  Market  Value  as of the date of the  notice  of
               exercise,  or by the surrender of option rights  hereunder valued
               at the difference  between the Option Price and Fair Market Value
               for the  underlying  Stock;  provided,  however,  that: (i) there
               shall be no such  exercise  at any one time as to fewer  than one
               hundred (100) shares,  unless fewer than one hundred (100) shares
               remain to be purchased under the option being exercised; and (ii)
               options  may not be  exercised  for a period  of three  (3) years
               after the date of grant.
         
          (d)  Death of Director.  Any option granted an Optionee under the Plan
               and  outstanding  on the  date  of the  Optionee's  death  may be
               exercised by the personal representative of the Optionee's estate
               or by the person or  persons  to whom the  option is  transferred
               pursuant to the Optionee's  will, or in accordance  with the laws
               of descent and distribution.

          (e)  Termination  of  Membership  on  the  Board.  If  a  Non-Employee
               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 2.2(c),  including  options  exercisable by reason of the
               death or disability of the Non-Employee  Director or by reason of
               a change of ownership  pursuant to Section 3. 1) 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 Non-
               Employee Director's membership on the Board terminates during the
               three-year period beginning on the date of grant of an option for
               any reason other than the death or disability of the Non-Employee
               Director  or by  reason  of a change  of  ownership  pursuant  to
               Section 3.1, the option shall automatically expire and all rights
               of such former Non-Employee Director shall terminate.

          (f)  Service as a Director.  The  Optionee  shall agree to continue to
               serve as a director of the  Company  during the term for which he
               or she was elected,  subject to  termination  by reason of death,
               disability,   or  a  change   in   circumstance   not   currently
               anticipated.

2.3       Option  Price.  The Option Price for an option  granted under the Plan
          shall be the Fair Market  Value of the shares of Stock  covered by the
          option on the date of grant.

2.4       Notification of Exercise. Options shall be exercised by written notice
          directed  to  the  Chief  Financial  Officer  of  the  Company  at the
          principal executive offices of the Company.  Exercise by an Optionee's
          heir or personal  representative  shall be  accompanied by evidence of
          his authority to act, in form reasonably satisfactory to the Company.


                                       -3-
<PAGE>
                                   ARTICLE III
                              ADDITIONAL PROVISIONS

3.1       Effect of Change in Stock Subject to the Plan. The aggregate number of
          shares of Stock  available  for  options  under the Plan,  the  shares
          subject to any option,  and the exercise  price per share shall all be
          proportionately adjusted for any increase or decrease in the number of
          issued shares of Stock  subsequent  to the effective  date of the Plan
          resulting  from: (a) a subdivision or  consolidation  of shares or any
          other capital adjustment;  (b) the payment of a stock dividend; or (c)
          other increase or decrease in such shares effected  without receipt of
          consideration  by the Company.  If the Company  shall be the surviving
          corporation in any merger or consolidation,  any option shall pertain,
          apply, and relate to the securities to which a holder of the number of
          shares of Stock subject to the option would have been  entitled  after
          the merger or  consolidation.  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 or consolidation.

3.2       Compliance  with Other Laws and  Regulations.  The Plan, the grant and
          exercise of  options,  and the  obligation  of the Company to sell and
          deliver  shares  under  options,  shall be subject  to all  applicable
          federal and state laws,  rules,  and regulations and to such approvals
          by any government or regulatory agency as may be required. The Company
          shall not be required to issue or deliver any  certificates for shares
          of Stock prior to the completion of any  registration or qualification
          of such  shares  under any  federal  or state  law,  or any  ruling or
          regulation of any government body which the Company shall, in its sole
          discretion, determine to be necessary or advisable.

3.3       Amendments.  The Board may  discontinue  the Plan at any time, and may
          amend it from time to time,  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. No amendment,  without approval by
          shareholders,  may:  (a) increase the total number of shares which may
          be issued to any  individual;  (b) increase the total number of shares
          which may be issued  under the Plan;  (c) reduce the Option  Price for
          shares which may be purchased  pursuant to options under the Plan; (d)
          extend the period during which  options may be granted;  or (e) modify
          the eligibility requirements for participation in the Plan. Other than
          as expressly  permitted  under the Plan, no outstanding  option may be
          revoked or altered in a manner unfavorable to the Optionee without the
          consent of the Optionee.

3.4       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

                                       -4-
<PAGE>
          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.

3.5       No Rights as  Shareholder.  No  Optionee  shall  have any  rights as a
          shareholder  with respect to any share of Stock  subject to his option
          prior to the date of issuance of a certificate evidencing ownership of
          such Stock,  and no  adjustment  will be made for  dividends  or other
          rights  for  which  the  record  date  is  prior  to the  date  of the
          certificate, except as provided in Section 3.1.

3.6       Withholding.  Whenever the Company proposes or is required to issue or
          transfer  shares of Stock under the Plan,  the Company  shall have the
          right to  require  the  Optionee  to remit to the  Company  an  amount
          sufficient  to satisfy any  federal,  state or local  withholding  tax
          liability prior to the delivery of any certificate or certificates for
          such shares.

3.7       Effective Date and Duration.  The Plan shall become  effective at such
          time as it is  approved by the  shareholders  of the  Company,  and it
          shall  continue in effect until the tenth  anniversary of the date the
          Plan  was  adopted  by the  Board.  Upon  approval  of the Plan by the
          shareholders,  no  further  options  will be  granted  under  the 1992
          Ameriwood  Industries   Non-Employee  Directors'  Stock  Option  Plan.
          Options  granted  on or  before  the  termination  of the  Plan may be
          exercised  according to the terms of the option  agreements  governing
          those  options and shall  continue  to be governed by and  interpreted
          consistent with the terms of this Plan.



                                       -5-
<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 1995  Ameriwood
          Industries Non- Employee Director 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,  100,000
shares of the Company's  common stock,  par value $1.00 per share,  for issuance
pursuant to the  Company's  1995  Non-Employee  Director  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 100,000 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/ Terry Moran
                             J. Terry Moran, Partner


                                    EXHIBIT 5
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 34033}]
{"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": "333-43669", "film-number": "98500264"}, "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)
        1995 Ameriwood Industries Non-Employee Director 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)         100,000 shares (1)        $4.875                      $487,500                  $143.81
=======================   =======================   ========================   ========================   =======================
(1)       Represents  the  number  of  shares of  Common  Stock  authorized  for
          issuance under the 1995  Ameriwood  Industries  Non-Employee  Director
          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 Prospectus.

(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  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
qualified  plans 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 Cheif 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 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         1995 Ameriwood Industries Non-Employee Director 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
AMERIWOOD INDUSTRIES
                  1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

                                    ARTICLE I
                               GENERAL PROVISIONS

1.1       Purpose and Scope.  The purpose of this  Non-Employee  Director  Stock
          Option  Plan is to make  service  on the  Board  of  Directors  of the
          Company  more  attractive  to  present  and  prospective  non-employee
          directors,   as  the  continued  services  of  qualified  non-employee
          directors  are  considered   essential  to  the  Company's   sustained
          progress.

1.2       Definitions.  The following words and phrases shall have the following
          meanings as used in this Plan:

          (a)  "Board" means the Board of Directors of the Company.

          (b)  "Company" means Ameriwood  Industries  International  Corporation
               and any subsidiary corporation or other entity in which Ameriwood
               Industries   International   Corporation   holds  a   proprietary
               interest.

          (c)  "Fair  Market  Value"  means the  average of the  highest bid and
               lowest  asked  prices of shares of Stock  reported  by The Nasdaq
               Stock  Market on the trading  date in  question,  or if prices of
               shares of Stock are not so reported  on that date,  then the fair
               market  value of shares of Stock on that date  determined  by any
               reasonable method selected by the Board in its sole discretion.

          (d)  "Option  Price" means the purchase  price for Stock  payable upon
               exercise of an option granted under this Plan.

          (e)  "Optionee"  means a person  to whom an  option  has been  granted
               under this Plan.

          (f)  "Non-Employee  Director"  means a person  who is a member  of the
               Board of Directors of the Company,  but who is not an employee of
               the Company.

          (g)  "Plan" means this Ameriwood Industries 1995 Non-Employee Director
               Stock Option Plan.

          (h)  "Stock"  means the common stock of the  Company,  par value $1.00
               per share.

1.3       Administration.  The Plan shall be administered by the Board,  and its
          interpretation  and construction of any provision of the Plan shall be
          final and  binding.  Each person who is or shall have been a member of
          the Board shall be  defended,  indemnified,  and held  harmless by the
          Company,  to the maximum extent permitted by law, from and against any
          cost,  liability,  or expense  imposed or incurred in connection  with
          such persons taking or failing to take any action under the Plan.

                                   EXHIBIT 4
1.4       Shares  Subject to Plan. The maximum number of shares of Stock subject
          to options granted under the Plan shall be 100,000 shares,  subject to
          adjustment  as provided in Section 3.1 below.  The shares of Stock may
          be  authorized  but  unissued  shares  or  treasury  shares.   If  any
          outstanding  option expires or is terminated for any reason before the
          end of the term for this  Plan,  the  shares of Stock  covered by that
          option shall be available for options  subsequently granted under this
          Plan.

1.5       Eligibility and Grant of Options. Only Non-Employee Directors shall be
          eligible  to  receive  options  under this  Plan.  Each  newly-elected
          Non-Employee  Director  shall be granted an initial  option to acquire
          5,000 shares of Stock as of the date that director is first elected to
          office  as  a  director.  Non-Employee  Directors  who  are  incumbent
          directors  at  the  time  this  Plan  is  approved  by  the  Company's
          shareholders,  and who continue in office as directors  subsequent  to
          that shareholder  approval shall be granted initial options to acquire
          5,000  shares  each of Stock  effective  as of the  date  shareholders
          approve the Plan. Each Non- Employee Director shall also be granted an
          additional   option  to  acquire   5,000  shares  as  of  each  annual
          anniversary date of shareholder  approval of the Plan,  except where a
          newly-elected  Non-Employee  Director  was  granted an initial  option
          earlier in the same calendar year.

                                   ARTICLE II
                               OPTIONS AND RIGHTS

2.1       Non-Statutory Stock Options.  All options granted under the Plan shall
          be non-statutory  options, not entitled to special tax treatment under
          Section 422 of the Internal Revenue Code of 1986, as amended.

2.2       Terms, Conditions, and Form of Options. Each option granted under this
          Plan  shall be  evidenced  by a  written  agreement  in such  form and
          containing  such terms as the Board shall  approve  from time to time,
          which  agreements  shall  comply with and be subject to the  following
          terms and conditions:

          (a)  Options  Non-Transferable.  Each  option  granted  under the Plan
               shall not be  transferable by the Optionee other than by will, or
               by the laws of descent and distribution, and shall be exercisable
               only by the Optionee  during his lifetime.  No option or interest
               therein may be transferred,  assigned, pledged or hypothecated by
               the Optionee during his lifetime,  whether by operation of law or
               otherwise, or be made subject to execution, attachment or similar
               process.

          (b)  Period of Option.  Options shall terminate upon the expiration of
               six (6) years from the date upon which such  options were granted
               (subject to prior termination as hereinafter provided).

          (c)  Exercise of  Options.  Options  may be  exercised,  in full or in
               part,  only by giving written notice to the Company,  stating the
               number of shares of Stock  with  respect  to which the  option is
               being exercised, accompanied by payment in full for such

                                       -2-
shares.  Payment may be made,  in whole or in part,  in cash,  in
               shares of the Stock of the Company already owned by the Optionee,
               valued  at Fair  Market  Value  as of the date of the  notice  of
               exercise,  or by the surrender of option rights  hereunder valued
               at the difference  between the Option Price and Fair Market Value
               for the  underlying  Stock;  provided,  however,  that: (i) there
               shall be no such  exercise  at any one time as to fewer  than one
               hundred (100) shares,  unless fewer than one hundred (100) shares
               remain to be purchased under the option being exercised; and (ii)
               options  may not be  exercised  for a period  of three  (3) years
               after the date of grant.
         
          (d)  Death of Director.  Any option granted an Optionee under the Plan
               and  outstanding  on the  date  of the  Optionee's  death  may be
               exercised by the personal representative of the Optionee's estate
               or by the person or  persons  to whom the  option is  transferred
               pursuant to the Optionee's  will, or in accordance  with the laws
               of descent and distribution.

          (e)  Termination  of  Membership  on  the  Board.  If  a  Non-Employee
               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 2.2(c),  including  options  exercisable by reason of the
               death or disability of the Non-Employee  Director or by reason of
               a change of ownership  pursuant to Section 3. 1) 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 Non-
               Employee Director's membership on the Board terminates during the
               three-year period beginning on the date of grant of an option for
               any reason other than the death or disability of the Non-Employee
               Director  or by  reason  of a change  of  ownership  pursuant  to
               Section 3.1, the option shall automatically expire and all rights
               of such former Non-Employee Director shall terminate.

          (f)  Service as a Director.  The  Optionee  shall agree to continue to
               serve as a director of the  Company  during the term for which he
               or she was elected,  subject to  termination  by reason of death,
               disability,   or  a  change   in   circumstance   not   currently
               anticipated.

2.3       Option  Price.  The Option Price for an option  granted under the Plan
          shall be the Fair Market  Value of the shares of Stock  covered by the
          option on the date of grant.

2.4       Notification of Exercise. Options shall be exercised by written notice
          directed  to  the  Chief  Financial  Officer  of  the  Company  at the
          principal executive offices of the Company.  Exercise by an Optionee's
          heir or personal  representative  shall be  accompanied by evidence of
          his authority to act, in form reasonably satisfactory to the Company.

                                       -3-
ARTICLE III
                              ADDITIONAL PROVISIONS

3.1       Effect of Change in Stock Subject to the Plan. The aggregate number of
          shares of Stock  available  for  options  under the Plan,  the  shares
          subject to any option,  and the exercise  price per share shall all be
          proportionately adjusted for any increase or decrease in the number of
          issued shares of Stock  subsequent  to the effective  date of the Plan
          resulting  from: (a) a subdivision or  consolidation  of shares or any
          other capital adjustment;  (b) the payment of a stock dividend; or (c)
          other increase or decrease in such shares effected  without receipt of
          consideration  by the Company.  If the Company  shall be the surviving
          corporation in any merger or consolidation,  any option shall pertain,
          apply, and relate to the securities to which a holder of the number of
          shares of Stock subject to the option would have been  entitled  after
          the merger or  consolidation.  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 or consolidation.

3.2       Compliance  with Other Laws and  Regulations.  The Plan, the grant and
          exercise of  options,  and the  obligation  of the Company to sell and
          deliver  shares  under  options,  shall be subject  to all  applicable
          federal and state laws,  rules,  and regulations and to such approvals
          by any government or regulatory agency as may be required. The Company
          shall not be required to issue or deliver any  certificates for shares
          of Stock prior to the completion of any  registration or qualification
          of such  shares  under any  federal  or state  law,  or any  ruling or
          regulation of any government body which the Company shall, in its sole
          discretion, determine to be necessary or advisable.

3.3       Amendments.  The Board may  discontinue  the Plan at any time, and may
          amend it from time to time,  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. No amendment,  without approval by
          shareholders,  may:  (a) increase the total number of shares which may
          be issued to any  individual;  (b) increase the total number of shares
          which may be issued  under the Plan;  (c) reduce the Option  Price for
          shares which may be purchased  pursuant to options under the Plan; (d)
          extend the period during which  options may be granted;  or (e) modify
          the eligibility requirements for participation in the Plan. Other than
          as expressly  permitted  under the Plan, no outstanding  option may be
          revoked or altered in a manner unfavorable to the Optionee without the
          consent of the Optionee.

3.4       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

                                       -4-
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.

3.5       No Rights as  Shareholder.  No  Optionee  shall  have any  rights as a
          shareholder  with respect to any share of Stock  subject to his option
          prior to the date of issuance of a certificate evidencing ownership of
          such Stock,  and no  adjustment  will be made for  dividends  or other
          rights  for  which  the  record  date  is  prior  to the  date  of the
          certificate, except as provided in Section 3.1.

3.6       Withholding.  Whenever the Company proposes or is required to issue or
          transfer  shares of Stock under the Plan,  the Company  shall have the
          right to  require  the  Optionee  to remit to the  Company  an  amount
          sufficient  to satisfy any  federal,  state or local  withholding  tax
          liability prior to the delivery of any certificate or certificates for
          such shares.

3.7       Effective Date and Duration.  The Plan shall become  effective at such
          time as it is  approved by the  shareholders  of the  Company,  and it
          shall  continue in effect until the tenth  anniversary of the date the
          Plan  was  adopted  by the  Board.  Upon  approval  of the Plan by the
          shareholders,  no  further  options  will be  granted  under  the 1992
          Ameriwood  Industries   Non-Employee  Directors'  Stock  Option  Plan.
          Options  granted  on or  before  the  termination  of the  Plan may be
          exercised  according to the terms of the option  agreements  governing
          those  options and shall  continue  to be governed by and  interpreted
          consistent with the terms of this Plan.

                                       -5-
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 1995  Ameriwood
          Industries Non- Employee Director 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,  100,000
shares of the Company's  common stock,  par value $1.00 per share,  for issuance
pursuant to the  Company's  1995  Non-Employee  Director  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 100,000 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/ Terry Moran
                             J. Terry Moran, Partner

                                    EXHIBIT 5