FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

           FORESTRY INTERNATIONAL, INC.
-----------------------------------------------------------------------------
              Exact name of registrant as specified in its charter)

                Colorado 84-1116284
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(State or other jurisdiction of incorporation or organization
             IRS                      employer identification no.)

                                 1205, Ampere Street, Suite 206
                            Boucherville, Quebec, Canada,  J4B 7M6
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(Address of Principal Executive Offices, including ZIP Code)

           1998 Employee Incentive Plan
-----------------------------------------------------------------------------
             (Full title of the plan)

Patrick J. Tobin, 4251 Kipling, Suite 560, Wheat Ridge, Colorado 80033
-----------------------------------------------------------------------------
      (Name and address of agent for service)
                  (303) 423-2717
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(Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
=====================================================
=====================================================
[S]
Title of
Securities
to be
Registered<PAGE>
[C]
Amount to
be
Registered<PAGE>
[C]
Proposed
Maximum
Offering
Price per
Shares<PAGE>
[C]
Proposed
Maximum
Offering
Price<PAGE>
[C] 
Amount of
Registration Fee<PAGE>
$.0001 par
value
Common <PAGE>
500,000
shares<PAGE>
$.10 per
share<PAGE>
$50,000.00$100.00<PAGE>
TOTALS<PAGE>
500,000
shares<PAGE>
$50,000.00$100.00<PAGE>
=====================================================
=====================================================
Total No. of Pages: 19; Exhibit Index on Page No.: 9.

                    PROSPECTUS

           FORESTRY INTERNATIONAL, INC.
1205, Ampere Street, Suite 206,Boucherville, Quebec, Canada, J4B 7M6
                  (514) 495-7747
         (500,000 SHARES OF COMMON STOCK)

     This Prospectus  relates to the offer and sale by FORESTRY
INTERNATIONAL, INC., a Colorado corporation  (the  "Company"),  of
up to 500,000 shares of its common stock (the "Common Stock") to an
employee of the Company ( the "Employee"), pursuant to stock options
contained in an Employment Agreement by and between the Company and
its Chief Executive Officer effective January 1, 1998  ("Options").  The
Company is registering hereunder upon fulfillment of the Employees
agreed upon services,  and at his election, 500,000 shares of Common
Stock previously issued to the Employee pursuant to exercise of the stock
options.

     Options may be or become  subject to restrictions on  transfer, and
until any imposed  restrictions lapse, are subject to forfeiture by the holder
upon the occurrence of certain events.  Options and Common Stock which
are subject to forfeiture will be held in escrow by the Company until such
time as the imposed restrictions lapse. (See "General Information
Restrictions on Resales.")

     Sales of Options and the underlying Common Stock by "affiliates,"
as defined in "Rule 144" under the Securities Act of 1933, as amended (the
"Securities  Act"), may not be made without compliance with the
registration and prospectus delivery requirements  of the  Securities  Act,
or an exemption therefrom, such as that provided by Rule 144. The sale of
shares by participants who are not affiliates may be effected without 
compliance these requirements.  Affiliates may also be subject to Section
16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange 
Act").  If so, such  participants  must comply with the provisions of this
section as well. (See "General Information- Restrictions on Resales.")

     This  Prospectus is part of a Registration  Statement which was
filed and became effective  under the Securities Act, and does not contain
all of the information set forth in the  Registration  Statement,  certain 
portions of which have been omitted pursuant to the rules and regulations
promulgated by the U.S. Securities and  Exchange  Commission  (the 
"Commission")  under the  Securities  Act.  The statements  in this
Prospectus  as to the  contents of any  contracts  or other documents  filed
as an  exhibit to either the  Registration  Statement  or other filings by the
Company with the  Commission  are qualified in their  entirety by
reference thereto.

     A copy of any  document  or  part  thereof  incorporated  by
reference  in this Prospectus  but not  delivered  herewith will be furnished 
without  charge upon written or oral request. Requests should be addressed
to: Director of Investor's Relations, Forestry International, Inc., 1205,
Ampere Street, Suite 206,Boucherville, Quebec, Canada, J4B 7M6.

     The Company is subject to the reporting  requirements of the
Exchange Act and in accordance  therewith files reports and other 
information  with the Commission. These reports, as well as the proxy
statements, information statements and other information  filed by the
Company  under the Exchange  Act may be inspected and copied at the
public reference  facilities  maintained by the Commission at 450 Fifth 
Street,  N.W.,  Washington,  D.C.  20549.  Copies may be  obtained at the
prescribed  rates.  In  addition,  the Common  Stock is quoted on the 
"bulletin board"  maintained  by the National  Association  of  Securities 
Dealers,  Inc. ("NASD");   thus,  copies  of  these  reports,  proxy
statements,  information statements and other information may also be
examined at the offices of the NASD at 1735 K St., N.W., Washington,
D.C. 20549.

     No  person  has  been  authorized  to  give  any  information  or  to 
make  any representation,  other than those contained in this Prospectus,
and, if given or made, such other information or representation must not be
relied upon as having been authorized by the Company.  This Prospectus
does not constitute an offer or a  solicitation  by anyone in any state in
which  such is not  authorized or in which the person  making  such is not 
qualified  or to any person to whom it is unlawful to make an offer or
solicitation.

     Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstance, create any implication that there has not
been a change in the affairs of the Company since the date hereof.
<PAGE>

                 Table of Contents

                                   Page
General Information
     The Company............................................................5
     Purposes...............................................................5
     Common Stock...........................................................5
     The Employee........................................................5
     No Restrictions on Transfer............................................5
     Tax Treatment to the Employee.......................................5
     Tax Treatment to the Company...........................................6
     Restrictions on Resales................................................6
Documents Incorporated by Reference and Additional
Information..............7
Interests of Named Experts and Counsel......................................7
Indemnification.............................................................7

Information not Required in Prospectus......................................8

     Item 3.      Incorporation of Documents by Reference...................8
     Item 4.      Description of Securities.................................8
     Item 5.      Interests of Named Experts and Counsel....................8
     Item 6.      Indemnification of Directors and Officers.................8
     Item 7.      Exemption from Registration Claimed.......................9
     Item 8.      Exhibits..................................................9
     Item 9.      Undertakings..............................................10

<PAGE>


                General Information

The Company:  The Company has its principal  executive offices at 1205,
Ampere Street, Suite 206, Boucherville, Quebec, Canada, J4B 7M6 (514)
495-7747.

Purposes:  The Common Stock will be issued by the Company pursuant to
stock options contained in an Employment Agreement entered into
between the Employee  and the Company and approved by the Board of
Directors  of the Company  (the "Board of  Directors").  The  agreement is
intended  to provide a method  whereby  the  Company  may be  stimulated 
by the personal  involvement of the Employee in the Company's  future 
prosperity; thereby  advancing  the  interests  of the Company and all of its
shareholders, without diminishing the Company's limited cash resources. 
Copies of the  agreement  has  been  filed as an exhibit to the Registration
Statement.

Common  Stock:  The board has authorized the issuance and delivery of
up to 500,000 shares of Common Stock to the Employee in the event the
Employee performs his agreed upon services in full and elects to exercise
his options to take the shares valued as provided in the Agreement in
exchange for the fair value of the services rendered.

The Employee: The Employee has provided his services, expertise and
advice to the Company on a non-exclusive but full time basis for the
purpose of promoting the interests of the Company.

No Restrictions on Transfer: The Employee will become the record and
beneficial owners of the shares of Common Stock upon issuance and
delivery and is entitled to all of the rights of ownership, including the right
to vote any shares awarded and to receive ordinary cash dividends on the
Common Stock.

Tax Treatment to the Employee:  The Common  Stock is not issued
pursuant to a qualified  under plan Section 401(a) of the Internal Revenue
Code. The Employee, therefore, will be deemed for federal income tax
purposes to recognize ordinary  income during the taxable year in which
the first of the following  events occurs:  (a) the shares become  freely 
transferable or  (b)  the  shares  cease  to  be  subject  to a substantial risk
of forfeiture.  Accordingly,  the Employee  will  receive compensation 
taxable at ordinary  rates  equal to the fair market value of the shares on
the date of receipt.  The Employee is urged to consult his tax advisor on
this matter.  Further, if any recipient of shares or options is an "affiliate,"
Section 16(b) of the Exchange Act is applicable and will affect the issue of
taxation.

A recipient of securities hereunder, however, may elect to include in his
income for the taxable  year in which securities are received the fair
market value thereof on the date received.  If this election is made, the
subsequent lapsing of the substantial risk of forfeiture and such other
restrictions,  if any, will not result in any income to the recipient.

Tax Treatment to the Company:  The amount of income  recognized by
any recipient hereunder  in accordance with the foregoing discussion will
be an expense deductible by the Company for federal income tax purposes
in the taxable year of the Company during which the recipient recognizes
income.

Restrictions on Resales:  In the event that an affiliate of the Company
acquires shares of Common Stock hereunder, the affiliate will be subject
to Section 16(b) of the  Exchange Act.  This  would mean that the affiliate
could not sell any shares acquired  hereunder for a period of at least six (6)
months  thereafter. Further, in the event that any affiliate acquiring shares
hereunder has sold any shares of Common  Stock in the previous six
months preceding the receipt of shares hereunder, any so called "profit," as
computed under Section 16(b) of the Exchange Act, would be required to
be disgorged from the recipient by the Company.  Shares of Common
Stock acquired hereunder by other than affiliates are not subject to Section
16(b) of the Exchange Act.
<PAGE>
Documents Incorporated by Reference and Additional Information

The Company  hereby  incorporates  by  reference  (i) its annual  report on
Form 10-KSB for the year ended December 31, 1997,  filed  pursuant to
the Exchange  Act, (ii) any and all Forms 10-QSB filed under the 
Exchange  Act  subsequent  to any filed Form 10-KSB,  as well as all other 
reports  filed under the Exchange Act, and the Company's Form 8-A or
Form 10 filing,  as the case may be, and (iii) its annual report, if any, to
shareholders  delivered  pursuant to Rule 14a-3 of the Exchange Act.

In addition, all further documents filed by the Company pursuant to
Sections 13, 14, or 15(d) of the Exchange Act prior to the  termination  of
this offering are deemed to be  incorporated  by reference  into this 
Prospectus and to be a part hereof from the date of filing.

A copy  of any  document  or  part  thereof  incorporated  by  reference  in
the Registration  Statement but not delivered with this Prospectus will be
furnished without  charge upon written or oral request.  Requests  should
be addressed to:
Director of Investor Relations, Forestry International, Inc., 1205, Ampere
Street, Suite 206,Boucherville, Quebec, Canada, J4B 7M6.

      Interests of Named Experts and Counsel

None 

                  Indemnification

Insofar as indemnification  for liabilities arising under the Securities Act
may be permitted to directors,  officers,  or persons  controlling the
Company,  the Company  has  been  informed  that  in  the  opinion  of  the 
Commission   such indemnification  is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.
<PAGE>
                      Part I
      Information Not Required in Prospectus

Item 3.     Incorporation of Documents by Reference.

Registrant  hereby  states that (i) all  documents  set forth in (a) through (c)
below are incorporated by reference in this registration statement, and (ii)
all documents subsequently filed by registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the  Securities  Exchange  Act of 1934,  as 
amended,  prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold,  shall be deemed to be incorporated by
reference in this registration  statement and to be a part hereof  from the
date of filing of such  documents.  (a)  Registrant's latest annual  report, 
whether or not filed pursuant to Sections 13(a) or 15(d) of the Exchange
Act; (b) All other reports filed  pursuant to Sections  13(a) or 15(d) of the 
Exchange  Act  since the end of the  fiscal  year  covered  by the registrant 
documents referred to in (a), above; (c) The latest prospectus filed
pursuant  to Rule  424(b)  under the  Securities  Act or the  effective  Form
10 registering  registrant's equity under the Exchange Act; and (d) The
description of the securities offered hereby as set forth in the Form 10 filed
by registrant under the Exchange Act, as well as any and all amendments
thereto.

Item 4.     Description of Securities.

Not Applicable to this registrant.

Item 5.     Interests of Named Experts and Counsel.

Not Applicable

Item 6.  Indemnification of Directors and Officers.

     The only article,  statute,  charter provision,  bylaw,  contract, or other
arrangement  under  which  any  controlling  person,   director  or  officer 
of registrant is insured or indemnified  in any manner against any liability 
which they may incur in their  capacity  as such is the Colorado  Business 
Corporation Act,  as enacted and in effect upon  adoption of the registrant's 
articles of incorporation and bylaws,  both of which mirror this statute. 
The provisions of this code  generally  provide  that  registrant  may, but is
not  obligated  to, indemnify against liability an individual made a party to
a lawsuit because they were  previously or are currently a director or
officer of  registrant,  if such person acted in good faith and  reasonably 
believed  their  actions were in the best interests of registrant.  Registrant
may not indemnify such persons if they are found liable to registrant in a 
shareholders'  derivative suit or are found liable for  receiving an improper 
personal  benefit.  Registrant is required to indemnify such persons if they
are ultimately  successful in the suit. Pending a final determination, 
registrant may advance funds to these persons, but only if provision is
made for return of the funds advanced in the event such persons are
subsequently found to not be entitled to indemnification as set forth above.
The general  effect of this  statute  is to make  indemnification  available 
to the officers and directors of registrant  regarding  actions taken in their
official capacity,  unless they are found liable to registrant  for their
actions,  they received an improper benefit therefrom,  or they did not act
in good faith while reasonably  believing  their actions were in the best 
interests of  registrant. Indemnification  under this section  would  include 
actions of the officers and directors of registrant taken in connection with
this offering.

Item 7.     Exemption from Registration Claimed.

Not Applicable.

Item 8.     Exhibits.

The following exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-K and are specifically  incorporated 
herein by this reference: Exhibit No./Title

1.  Not Required.
2.  Not Required.
3.  Not Required.
4.  Not Applicable.
5.  Opinion of Patrick J. Tobin regarding the legality of the securities
    registered.
6.  Not Required.
7.  Not Required.
8.  Not Required.
9.  Not Required.
10. Employment Agreement with Louis Turp
11.  Not Required.
12.  Not Required.
13.  Not Required.
14.  Not Required.
15.  Not Applicable.
16.  Not Required.
17.  Not Required.
18.  Not Required.
19.  Not Required.
20.  Not Required.
21.  Not Required.
22.  Not Required.
23.  Consent of Patrick J. Tobin,  special counsel to Registrant,  to the use
of his opinion with respect to the legality of the securities being  registered 
hereby and to the references to him in the Prospectus filed as a part hereof.
24.  Not Required.
25.  Not Applicable.
26.  Not Applicable.
27.  Not Applicable.
28.  Not Required.
99.  Not Required.

Item 9.  Undertakings.

Insofar as indemnification  for liabilities arising under the Securities Act
may be  permitted  to  directors,  officers and  controlling  persons of 
registrant pursuant to the foregoing provisions, or otherwise,  registrant
has been advised that  in  the  opinion  of  the   Securities   and  Exchange  
Commission   such indemnification  is against public policy as expressed
in the Securities Act and is,  therefore,  unenforceable.  In the event  that a
claim for  indemnification against  such  liabilities  (other  that the
payment by  registrant  of expenses incurred or paid by a director,  officer
or controlling  person of 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,
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 is against public
policy as expressed in the Act and will be governed by the final 
adjudication  of such issue.

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 to: (i) include any  prospectus  required by Section 
10(a)(3) of the Securities Act;  (ii)  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; and  (iii)  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,  including, but not limited to,
any  addition  or  deletion of a managing  underwriter.  (2) That, for the
purpose of  determining  any liability  under the Securities  Act, each
post-effective  amendment to 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.  (3) To  remove  from  registration  by
means of a post-effective  amendment any of the securities  being 
registered  which remain unsold  at the  termination  of the  offering.  (4)
To  deliver  or  cause to be delivered with the prospectus,  to each person
to whom the prospectus is sent or given,  the latest annual  report to
security  holders that is  incorporated  by reference  in  the  prospectus  and 
furnished   pursuant  to  and  meeting  the requirements  of Rule 14a-3 or
Rule 14c-3 under the  Securities  Exchange Act of 1934;  and,  where 
interim  financial  information  required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus,  to deliver, or cause to
be  delivered to each person to whom the  prospectus  is sent or given, the
latest  quarterly  report that is specifically  incorporated by reference in the
prospectus to provide such interim financial information.

Registrant  hereby  undertakes  that, for purposes of determining  any
liability under the  Securities  Act of 1933,  each filing of  registrant's 
annual report pursuant to Sections 13(a) or 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.
<PAGE>
                    SIGNATURES

     In  accordance  with  the  requirements  of  the  Securities  Act of 
1933,  the registrant  has duly  caused  this  registration  statement  to be
signed on its behalf by the undersigned in the City of Boucherville,
Quebec, Canada,  on the 31st day of March, 1999.


Forestry International, Inc.
(Registrant)


By:  /s/ Louis Turp
    ---------------------------------
       Chief Executive Officer


By: /s/ Perry Gower
    ---------------------------------
       Chief Financial and Accounting
             Officer

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


/s/ Louis Turp
------------------------
Director

Date: March 31, 1999

Neither the delivery of this Prospectus nor any sale made hereunder shall,
under any circumstance,  create an implication that there has not been a
change in the affairs of the Company since the date hereof.

<PAGE>
          FORM S-8 REGISTRATION STATEMENT

                   EXHIBIT INDEX

The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-K and are specifically  incorporated 
herein by this reference:

      Exhibit Number
in Registration Statement          Description
--------------------------                     -----------

     5.                  Opinion of Counsel

     10.1                Employment Agreement with Louis
                         Turp.

     23.                 Consent to Use of Opinion


               <PAGE>
                     EXHIBIT 5


                Opinion of Counsel


                 Patrick J. Tobin
                  Attorney at Law
              4251 Kipling, Suite 560
            Wheat Ridge, Colorado 80033
                  (303) 432-2717

March 31, 1999

Forestry International, Inc.
1205, Ampere Street, Suite 206
Boucherville, Quebec, Canada, J4B 7M6

RE:  Registration on Form S-8

Gentlemen:

     As  counsel for Forestry International, Inc., a Colorado corporation, 
(the  "Company"),  I am furnishing this opinion to you in compliance with
the referenced  matter, and am familiar with the Company's  articles of
incorporation and its corporate powers, franchises  and other rights under
which it carries on its  business.  I am also familiar with the Company's
Bylaws, minute book and other corporate records. For the  purpose of the 
opinions  expressed  below,  I have  examined,  among other things,  the 
registration  statement  on Form S-8 to be filed in regards of the above
offering (the "Registration  Statement"),  and have supervised proceedings
taken in  connection  with the  authorization,  execution  and  delivery  by
the Company  of  the  Registration  Statement  and,  as  contemplated 
thereby,  the authorization  and  issuance  of  the  shares  of  common 
stock  to  be  issued thereunder.  In arriving at the opinions set forth 
below,  I have  examined and relied  upon  originals  or copies,  certified 
or  otherwise  identified  to my satisfaction,  of all such  corporate  records 
and all such other  instruments, documents and certificates of public
officials,  officers and representatives of the Company and of other
persons and have made such  investigations  of law as I have considered
necessary or appropriate as a basis for my opinions. Moreover, I have with
your  approval  relied as to  factual  matters  stated  therein on the
certificates  of public  officials,  and I have assumed,  but not 
independently verified, that the signatures on all documents which I have
examined are genuine and that the  persons  signing  such had the  capacity 
to do so.  This  opinion further expressly assumes that the shares covered
by the Registration  Statement will be issued in conformity with the terms
and conditions applicable thereto. Based upon and subject to the  forgoing, 
I am of the opinion  that the issuance and sale of the stock in this offering
have been duly and validly authorized and upon delivery to the
shareholders in accordance with the terms and conditions of the  exhibits
to the Form S-8 will have been duly  authorized,  validly  issued, fully paid
for and nonassessable.

I am admitted to practice before the Bar of the State of Colorado only. I
am not admitted  to  practice  in any other  jurisdiction  in which the
Company may own property or transact  business.  My opinions  herein are
with respect to federal law  only  and,  to the  extent  my  opinions  are 
derived  from  laws of other jurisdictions,  are based upon an  examination
of relevant  authorities  and are believed to be correct,  but I have not
directly  obtained  legal opinions as to such matters from attorneys 
licensed in such other  jurisdictions.  My opinions are  qualified  to the
extent that the  enforcement  of rights and  remedies are subject  to 
bankruptcy,  insolvency  and  other  laws  of  general  application affecting
the rights and remedies of creditors  and security  holders and to the extent 
that the  availability  of the  remedy  of  specific  enforcement  or of
injunctive  relieve is subject to the  discretion  of the court before which
any proceeding thereof may be brought.

This  opinion is  furnished  by me to you as counsel  for the  Company and
it is solely for your benefit. This opinion is not to be used,  circulated, 
quoted or otherwise  referred  to for any  other  purpose,  other  than as set
forth in my consent to the use of the same in the Form S-8.

                                   Very truly yours,


                                   /s/ Patrick J. Tobin
                                   Patrick J. Tobin


<PAGE>
                   EXHIBITS 10.1


               Contract - Louis Turp


              EMPLOYMENT AGREEMENT

     This Employment Agreement is made and entered into to be
effective as of January 1, 1998 and is by and between Louis Turp
("Employee") and Forestry International, Inc. (the "Company").

Employee is willing and able to provide various valuable services for and
on behalf of the Company in connection with the business of the
Company.  The Company desires to retain the Employee as its President
and Chief Executive Officer to act on behalf of the Company and
Employee desires to be retained in that capacity upon the terms and
conditions hereinafter set forth.

In consideration of the foregoing premises, the mutual promises and
agreements hereinafter set forth, and such other and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Employee agree as follows:

1.  Services.   The Company hereby retains Employee to serve as its
President and Chief Executive Officer for the calender year 1998. 
Employee hereby accepts and agrees to such retention for the stated term. 
Employee shall render to the Company services of such nature as are
necessary to provide for the executive management of the Company.

2. Time,  Place and Manner of Performance.  Employee shall render his
services at reasonable and convenient times and places.  Except as
aforesaid, the time, place and manner of performance of the services
hereunder, including the amount of time to be allocated by Employee to
any specific service, shall be determined in the sole discretion of
Employee.

3. Term of Agreement.  This Agreement shall begin January 1, 1998, and
shall terminate on December 31, 1998.  Notwithstanding the term of this
Agreement, it is understood that the Employee is continuing in the
capacity of an Officer and Director prior to the commencement of the
Term herein stated and that until his resignation from office or his
termination by the board of directors he may continue beyond the
termination date of this Agreement.

4. Compensation. The Company agrees to pay Employee a salary in the
amount of $75,000 for the services performed during the Term of the
Agreement.  At the option of Employee, Employee may elect to take up to
$50,000.00 of this amount in shares of the free trading common stock of
the Company to be registered under a Form S-8 filed in accordance with
the terms and conditions set forth under the Securities Act of 1933, as
amended. The parties have agreed that the fair market value of this stock,
after considering the financial condition of The Company, as well as the
trading market for the stock, is $.10 per share.  This option is not
transferrable by Employee.  The Employee shall be entitled to exercise his
option to have the shares issued on October 1, 1998.   The remaining
$25,000.00, U.S., portion of the salary not received as stock as provided
above shall be payable at such time as the board of directors determines
that the Company has adequate capital or other sources of cash to pay the
salary and will be carried as deferred salary on the books of the Company..

5. Expenses.  The Company shall reimburse Employee on demand for all
expenses and other disbursements, including, but not limited to, travel,
entertainment, mailing,  printing and postage,  incurred by Employee, or
any of his subcontractors, on behalf of the Company in connection with
the performance of the services pursuant to this agreement.  Expenses and
disbursements in excess of $100 shall have the Company's prior approval. 

6.  Disclosure of Information.  Employee recognizes and acknowledges
that Employee has and will have access to certain confidential information
of the Company and its affiliates that are valuable, special and unique
assets and property of the Company and such affiliates. Employee will not,
during or after the term of this agreement, disclose, without the prior
written consent or authorization of the Company, any such information to
any person, except to authorized representatives of Employee or its
affiliates for purposes of the services to be rendered under this agreement,
for any reason or purpose whatsoever. In this regard, the Company agrees
that such authorization or consent to disclosure may be conditioned upon
the disclosure being made pursuant to a secrecy agreement, protective
order, provision of statute, rule, regulation or procedure under which the
confidentiality of the information is maintained in the hands of the person
to whom the information is to be disclosed or in compliance with the
terms of a judicial order or administrative process.

7. Non-Exclusive Employment. Employee shall be free to perform
services for other persons during the term of this agreement, provided,
however, that it is expected that Employee will devote substantially all of
his time to the affairs of the Company and in the event that he does not so
devote his time his compensation as agreed to herein shall be subject to
modification to reflect the actual time spent by the Employee.  Employee
will notify The Company of the performance of services for any other
person which would conflict with the obligations of this agreement. Upon
receiving such notice, the Company may terminate this agreement or
consent to Employee's outside services. Failure to terminate this
agreement shall constitute the Company's ongoing consent to Employee's
outside consulting activities.

8. Miscellaneous Provisions.  (a) Notices. Any notices required or
permitted to be given under this agreement shall be sufficient if in writing
and delivered or sent by registered or certified mail to the principal office
of each party. (b)Waiver of Breach.  Any waiver by a party of a breach of
any provision of this agreement by the other party shall not operate or be
construed as a waiver of any subsequent breach by the waiving party.  (c)
Assignment.  This agreement and the rights and obligations of the parties
hereunder are not assignable by either party.  (d) Applicable Law. It is the
intention of the parties hereto that this Agreement and the performance
hereunder and all suits and special proceedings hereunder be construed in
accordance with and under and pursuant to the laws of the State of
Colorado and that in any action, special proceeding or other proceeding
that may be brought arising out of, in connection with or by reason of this
agreement, the laws of the State of Colorado shall be applicable and shall
govern to the exclusion of the law of any other forum, without regard to
the jurisdiction in which any action or special proceeding may be
instituted. (e) Severability.  All agreements and covenants contained
herein are severable, and in the event any of them shall be held to be
invalid by any competent court, the agreement shall be interpreted as if
such invalid agreements or covenants were not contained herein. (f) Entire
Agreement.  This Agreement constitutes and embodies the entire
understanding and agreement of the parties and supersedes and replaces all
prior understandings, agreements and negotiations between the parties. (g)
Counterparts.   This agreement may be executed in counterparts, each of
which shall be deemed an original, but both of which taken together shall
constitute but one and the same document.

IN WITNESS WHEREOF, the parties hereto have entered into this
agreement effective as of the day and year first above written.

Employee:



      /s/ Louis R. Turp                    
     Louis R. Turp
<PAGE>
The Company:

FORESTRY
INTERNATIONAL, INC.

By:           /s/ Louis R. Turp          
     Louis R. Turp, President
<PAGE>

<PAGE>
                    EXHIBIT 23


             Consent to Use of Opinion


                 Patrick J. Tobin
                  Attorney at Law
              4251 Kipling, Suite 560
            Wheat Ridge, Colorado 80033
                  (303) 432-2717
--------------------------------------------------------------------------------


March 31, 1999


Board of Directors
Forestry International, Inc.
1205, Ampere Street, Suite 206
Boucherville, Quebec, Canada, J4B 7M6

RE:  Registration on Form S-8

Gentlemen:

Please allow this letter to serve as my consent to the filing of, and 
reference in the  prospectus  to,  my  opinion  in the  registration  statement 
under the referenced matter.

If you have any  questions  with  regards to the above  matter,  please call
the undersigned at the above address.


Sincerely,

/s/ Patrick J. Tobin
Patrick J. Tobin
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 36761}]
{"company-data": {"conformed-name": "FORESTRY INTERNATIONAL INC", "cik": "0000918411", "assigned-sic": "2421", "irs-number": "841116284", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75563", "film-number": "99586365"}, "business-address": {"street1": "1205 AMPERE STREET", "street2": "SUITE 206", "city": "BOUCHERVILLE QC J4B", "state": "A8", "zip": "39305", "phone": "5144957747"}, "mail-address": {"street1": "1205 AMPERE STREET", "street2": "SUITE 206", "city": "BOUCHERVILLE QC", "state": "A8"}}
FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

           FORESTRY INTERNATIONAL, INC.
-----------------------------------------------------------------------------
              Exact name of registrant as specified in its charter)

                Colorado 84-1116284
-----------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization
             IRS                      employer identification no.)

                                 1205, Ampere Street, Suite 206
                            Boucherville, Quebec, Canada,  J4B 7M6
-----------------------------------------------------------------------------
(Address of Principal Executive Offices, including ZIP Code)

           1998 Employee Incentive Plan
-----------------------------------------------------------------------------
             (Full title of the plan)

Patrick J. Tobin, 4251 Kipling, Suite 560, Wheat Ridge, Colorado 80033
-----------------------------------------------------------------------------
      (Name and address of agent for service)
                  (303) 423-2717
-----------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
=====================================================
=====================================================
[S]
Title of
Securities
to be
Registered
[C]
Amount to
be
Registered
[C]
Proposed
Maximum
Offering
Price per
Shares
[C]
Proposed
Maximum
Offering
Price
[C] 
Amount of
Registration Fee
$.0001 par
value
Common
500,000
shares
$.10 per
share
$50,000.00$100.00
TOTALS
500,000
shares
$50,000.00$100.00
=====================================================
=====================================================
Total No. of Pages: 19; Exhibit Index on Page No.: 9.

                    PROSPECTUS

           FORESTRY INTERNATIONAL, INC.
1205, Ampere Street, Suite 206,Boucherville, Quebec, Canada, J4B 7M6
                  (514) 495-7747
         (500,000 SHARES OF COMMON STOCK)

     This Prospectus  relates to the offer and sale by FORESTRY
INTERNATIONAL, INC., a Colorado corporation  (the  "Company"),  of
up to 500,000 shares of its common stock (the "Common Stock") to an
employee of the Company ( the "Employee"), pursuant to stock options
contained in an Employment Agreement by and between the Company and
its Chief Executive Officer effective January 1, 1998  ("Options").  The
Company is registering hereunder upon fulfillment of the Employees
agreed upon services,  and at his election, 500,000 shares of Common
Stock previously issued to the Employee pursuant to exercise of the stock
options.

     Options may be or become  subject to restrictions on  transfer, and
until any imposed  restrictions lapse, are subject to forfeiture by the holder
upon the occurrence of certain events.  Options and Common Stock which
are subject to forfeiture will be held in escrow by the Company until such
time as the imposed restrictions lapse. (See "General Information
Restrictions on Resales.")

     Sales of Options and the underlying Common Stock by "affiliates,"
as defined in "Rule 144" under the Securities Act of 1933, as amended (the
"Securities  Act"), may not be made without compliance with the
registration and prospectus delivery requirements  of the  Securities  Act,
or an exemption therefrom, such as that provided by Rule 144. The sale of
shares by participants who are not affiliates may be effected without 
compliance these requirements.  Affiliates may also be subject to Section
16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange 
Act").  If so, such  participants  must comply with the provisions of this
section as well. (See "General Information- Restrictions on Resales.")

     This  Prospectus is part of a Registration  Statement which was
filed and became effective  under the Securities Act, and does not contain
all of the information set forth in the  Registration  Statement,  certain 
portions of which have been omitted pursuant to the rules and regulations
promulgated by the U.S. Securities and  Exchange  Commission  (the 
"Commission")  under the  Securities  Act.  The statements  in this
Prospectus  as to the  contents of any  contracts  or other documents  filed
as an  exhibit to either the  Registration  Statement  or other filings by the
Company with the  Commission  are qualified in their  entirety by
reference thereto.

     A copy of any  document  or  part  thereof  incorporated  by
reference  in this Prospectus  but not  delivered  herewith will be furnished 
without  charge upon written or oral request. Requests should be addressed
to: Director of Investor's Relations, Forestry International, Inc., 1205,
Ampere Street, Suite 206,Boucherville, Quebec, Canada, J4B 7M6.

     The Company is subject to the reporting  requirements of the
Exchange Act and in accordance  therewith files reports and other 
information  with the Commission. These reports, as well as the proxy
statements, information statements and other information  filed by the
Company  under the Exchange  Act may be inspected and copied at the
public reference  facilities  maintained by the Commission at 450 Fifth 
Street,  N.W.,  Washington,  D.C.  20549.  Copies may be  obtained at the
prescribed  rates.  In  addition,  the Common  Stock is quoted on the 
"bulletin board"  maintained  by the National  Association  of  Securities 
Dealers,  Inc. ("NASD");   thus,  copies  of  these  reports,  proxy
statements,  information statements and other information may also be
examined at the offices of the NASD at 1735 K St., N.W., Washington,
D.C. 20549.

     No  person  has  been  authorized  to  give  any  information  or  to 
make  any representation,  other than those contained in this Prospectus,
and, if given or made, such other information or representation must not be
relied upon as having been authorized by the Company.  This Prospectus
does not constitute an offer or a  solicitation  by anyone in any state in
which  such is not  authorized or in which the person  making  such is not 
qualified  or to any person to whom it is unlawful to make an offer or
solicitation.

     Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstance, create any implication that there has not
been a change in the affairs of the Company since the date hereof.
Table of Contents

                                   Page
General Information
     The Company............................................................5
     Purposes...............................................................5
     Common Stock...........................................................5
     The Employee........................................................5
     No Restrictions on Transfer............................................5
     Tax Treatment to the Employee.......................................5
     Tax Treatment to the Company...........................................6
     Restrictions on Resales................................................6
Documents Incorporated by Reference and Additional
Information..............7
Interests of Named Experts and Counsel......................................7
Indemnification.............................................................7

Information not Required in Prospectus......................................8

     Item 3.      Incorporation of Documents by Reference...................8
     Item 4.      Description of Securities.................................8
     Item 5.      Interests of Named Experts and Counsel....................8
     Item 6.      Indemnification of Directors and Officers.................8
     Item 7.      Exemption from Registration Claimed.......................9
     Item 8.      Exhibits..................................................9
     Item 9.      Undertakings..............................................10
General Information

The Company:  The Company has its principal  executive offices at 1205,
Ampere Street, Suite 206, Boucherville, Quebec, Canada, J4B 7M6 (514)
495-7747.

Purposes:  The Common Stock will be issued by the Company pursuant to
stock options contained in an Employment Agreement entered into
between the Employee  and the Company and approved by the Board of
Directors  of the Company  (the "Board of  Directors").  The  agreement is
intended  to provide a method  whereby  the  Company  may be  stimulated 
by the personal  involvement of the Employee in the Company's  future 
prosperity; thereby  advancing  the  interests  of the Company and all of its
shareholders, without diminishing the Company's limited cash resources. 
Copies of the  agreement  has  been  filed as an exhibit to the Registration
Statement.

Common  Stock:  The board has authorized the issuance and delivery of
up to 500,000 shares of Common Stock to the Employee in the event the
Employee performs his agreed upon services in full and elects to exercise
his options to take the shares valued as provided in the Agreement in
exchange for the fair value of the services rendered.

The Employee: The Employee has provided his services, expertise and
advice to the Company on a non-exclusive but full time basis for the
purpose of promoting the interests of the Company.

No Restrictions on Transfer: The Employee will become the record and
beneficial owners of the shares of Common Stock upon issuance and
delivery and is entitled to all of the rights of ownership, including the right
to vote any shares awarded and to receive ordinary cash dividends on the
Common Stock.

Tax Treatment to the Employee:  The Common  Stock is not issued
pursuant to a qualified  under plan Section 401(a) of the Internal Revenue
Code. The Employee, therefore, will be deemed for federal income tax
purposes to recognize ordinary  income during the taxable year in which
the first of the following  events occurs:  (a) the shares become  freely 
transferable or  (b)  the  shares  cease  to  be  subject  to a substantial risk
of forfeiture.  Accordingly,  the Employee  will  receive compensation 
taxable at ordinary  rates  equal to the fair market value of the shares on
the date of receipt.  The Employee is urged to consult his tax advisor on
this matter.  Further, if any recipient of shares or options is an "affiliate,"
Section 16(b) of the Exchange Act is applicable and will affect the issue of
taxation.

A recipient of securities hereunder, however, may elect to include in his
income for the taxable  year in which securities are received the fair
market value thereof on the date received.  If this election is made, the
subsequent lapsing of the substantial risk of forfeiture and such other
restrictions,  if any, will not result in any income to the recipient.

Tax Treatment to the Company:  The amount of income  recognized by
any recipient hereunder  in accordance with the foregoing discussion will
be an expense deductible by the Company for federal income tax purposes
in the taxable year of the Company during which the recipient recognizes
income.

Restrictions on Resales:  In the event that an affiliate of the Company
acquires shares of Common Stock hereunder, the affiliate will be subject
to Section 16(b) of the  Exchange Act.  This  would mean that the affiliate
could not sell any shares acquired  hereunder for a period of at least six (6)
months  thereafter. Further, in the event that any affiliate acquiring shares
hereunder has sold any shares of Common  Stock in the previous six
months preceding the receipt of shares hereunder, any so called "profit," as
computed under Section 16(b) of the Exchange Act, would be required to
be disgorged from the recipient by the Company.  Shares of Common
Stock acquired hereunder by other than affiliates are not subject to Section
16(b) of the Exchange Act.
Documents Incorporated by Reference and Additional Information

The Company  hereby  incorporates  by  reference  (i) its annual  report on
Form 10-KSB for the year ended December 31, 1997,  filed  pursuant to
the Exchange  Act, (ii) any and all Forms 10-QSB filed under the 
Exchange  Act  subsequent  to any filed Form 10-KSB,  as well as all other 
reports  filed under the Exchange Act, and the Company's Form 8-A or
Form 10 filing,  as the case may be, and (iii) its annual report, if any, to
shareholders  delivered  pursuant to Rule 14a-3 of the Exchange Act.

In addition, all further documents filed by the Company pursuant to
Sections 13, 14, or 15(d) of the Exchange Act prior to the  termination  of
this offering are deemed to be  incorporated  by reference  into this 
Prospectus and to be a part hereof from the date of filing.

A copy  of any  document  or  part  thereof  incorporated  by  reference  in
the Registration  Statement but not delivered with this Prospectus will be
furnished without  charge upon written or oral request.  Requests  should
be addressed to:
Director of Investor Relations, Forestry International, Inc., 1205, Ampere
Street, Suite 206,Boucherville, Quebec, Canada, J4B 7M6.

      Interests of Named Experts and Counsel

None 

                  Indemnification

Insofar as indemnification  for liabilities arising under the Securities Act
may be permitted to directors,  officers,  or persons  controlling the
Company,  the Company  has  been  informed  that  in  the  opinion  of  the 
Commission   such indemnification  is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.
Part I
      Information Not Required in Prospectus

Item 3.     Incorporation of Documents by Reference.

Registrant  hereby  states that (i) all  documents  set forth in (a) through (c)
below are incorporated by reference in this registration statement, and (ii)
all documents subsequently filed by registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the  Securities  Exchange  Act of 1934,  as 
amended,  prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold,  shall be deemed to be incorporated by
reference in this registration  statement and to be a part hereof  from the
date of filing of such  documents.  (a)  Registrant's latest annual  report, 
whether or not filed pursuant to Sections 13(a) or 15(d) of the Exchange
Act; (b) All other reports filed  pursuant to Sections  13(a) or 15(d) of the 
Exchange  Act  since the end of the  fiscal  year  covered  by the registrant 
documents referred to in (a), above; (c) The latest prospectus filed
pursuant  to Rule  424(b)  under the  Securities  Act or the  effective  Form
10 registering  registrant's equity under the Exchange Act; and (d) The
description of the securities offered hereby as set forth in the Form 10 filed
by registrant under the Exchange Act, as well as any and all amendments
thereto.

Item 4.     Description of Securities.

Not Applicable to this registrant.

Item 5.     Interests of Named Experts and Counsel.

Not Applicable

Item 6.  Indemnification of Directors and Officers.

     The only article,  statute,  charter provision,  bylaw,  contract, or other
arrangement  under  which  any  controlling  person,   director  or  officer 
of registrant is insured or indemnified  in any manner against any liability 
which they may incur in their  capacity  as such is the Colorado  Business 
Corporation Act,  as enacted and in effect upon  adoption of the registrant's 
articles of incorporation and bylaws,  both of which mirror this statute. 
The provisions of this code  generally  provide  that  registrant  may, but is
not  obligated  to, indemnify against liability an individual made a party to
a lawsuit because they were  previously or are currently a director or
officer of  registrant,  if such person acted in good faith and  reasonably 
believed  their  actions were in the best interests of registrant.  Registrant
may not indemnify such persons if they are found liable to registrant in a 
shareholders'  derivative suit or are found liable for  receiving an improper 
personal  benefit.  Registrant is required to indemnify such persons if they
are ultimately  successful in the suit. Pending a final determination, 
registrant may advance funds to these persons, but only if provision is
made for return of the funds advanced in the event such persons are
subsequently found to not be entitled to indemnification as set forth above.
The general  effect of this  statute  is to make  indemnification  available 
to the officers and directors of registrant  regarding  actions taken in their
official capacity,  unless they are found liable to registrant  for their
actions,  they received an improper benefit therefrom,  or they did not act
in good faith while reasonably  believing  their actions were in the best 
interests of  registrant. Indemnification  under this section  would  include 
actions of the officers and directors of registrant taken in connection with
this offering.

Item 7.     Exemption from Registration Claimed.

Not Applicable.

Item 8.     Exhibits.

The following exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-K and are specifically  incorporated 
herein by this reference: Exhibit No./Title

1.  Not Required.
2.  Not Required.
3.  Not Required.
4.  Not Applicable.
5.  Opinion of Patrick J. Tobin regarding the legality of the securities
    registered.
6.  Not Required.
7.  Not Required.
8.  Not Required.
9.  Not Required.
10. Employment Agreement with Louis Turp
11.  Not Required.
12.  Not Required.
13.  Not Required.
14.  Not Required.
15.  Not Applicable.
16.  Not Required.
17.  Not Required.
18.  Not Required.
19.  Not Required.
20.  Not Required.
21.  Not Required.
22.  Not Required.
23.  Consent of Patrick J. Tobin,  special counsel to Registrant,  to the use
of his opinion with respect to the legality of the securities being  registered 
hereby and to the references to him in the Prospectus filed as a part hereof.
24.  Not Required.
25.  Not Applicable.
26.  Not Applicable.
27.  Not Applicable.
28.  Not Required.
99.  Not Required.

Item 9.  Undertakings.

Insofar as indemnification  for liabilities arising under the Securities Act
may be  permitted  to  directors,  officers and  controlling  persons of 
registrant pursuant to the foregoing provisions, or otherwise,  registrant
has been advised that  in  the  opinion  of  the   Securities   and  Exchange  
Commission   such indemnification  is against public policy as expressed
in the Securities Act and is,  therefore,  unenforceable.  In the event  that a
claim for  indemnification against  such  liabilities  (other  that the
payment by  registrant  of expenses incurred or paid by a director,  officer
or controlling  person of 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,
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 is against public
policy as expressed in the Act and will be governed by the final 
adjudication  of such issue.

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 to: (i) include any  prospectus  required by Section 
10(a)(3) of the Securities Act;  (ii)  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; and  (iii)  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,  including, but not limited to,
any  addition  or  deletion of a managing  underwriter.  (2) That, for the
purpose of  determining  any liability  under the Securities  Act, each
post-effective  amendment to 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.  (3) To  remove  from  registration  by
means of a post-effective  amendment any of the securities  being 
registered  which remain unsold  at the  termination  of the  offering.  (4)
To  deliver  or  cause to be delivered with the prospectus,  to each person
to whom the prospectus is sent or given,  the latest annual  report to
security  holders that is  incorporated  by reference  in  the  prospectus  and 
furnished   pursuant  to  and  meeting  the requirements  of Rule 14a-3 or
Rule 14c-3 under the  Securities  Exchange Act of 1934;  and,  where 
interim  financial  information  required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus,  to deliver, or cause to
be  delivered to each person to whom the  prospectus  is sent or given, the
latest  quarterly  report that is specifically  incorporated by reference in the
prospectus to provide such interim financial information.

Registrant  hereby  undertakes  that, for purposes of determining  any
liability under the  Securities  Act of 1933,  each filing of  registrant's 
annual report pursuant to Sections 13(a) or 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.
SIGNATURES

     In  accordance  with  the  requirements  of  the  Securities  Act of 
1933,  the registrant  has duly  caused  this  registration  statement  to be
signed on its behalf by the undersigned in the City of Boucherville,
Quebec, Canada,  on the 31st day of March, 1999.

Forestry International, Inc.
(Registrant)

By:  /s/ Louis Turp
    ---------------------------------
       Chief Executive Officer

By: /s/ Perry Gower
    ---------------------------------
       Chief Financial and Accounting
             Officer

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

/s/ Louis Turp
------------------------
Director

Date: March 31, 1999

Neither the delivery of this Prospectus nor any sale made hereunder shall,
under any circumstance,  create an implication that there has not been a
change in the affairs of the Company since the date hereof.
FORM S-8 REGISTRATION STATEMENT

                   EXHIBIT INDEX

The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-K and are specifically  incorporated 
herein by this reference:

      Exhibit Number
in Registration Statement          Description
--------------------------                     -----------

     5.                  Opinion of Counsel

     10.1                Employment Agreement with Louis
                         Turp.

     23.                 Consent to Use of Opinion
EXHIBIT 5

                Opinion of Counsel

                 Patrick J. Tobin
                  Attorney at Law
              4251 Kipling, Suite 560
            Wheat Ridge, Colorado 80033
                  (303) 432-2717

March 31, 1999

Forestry International, Inc.
1205, Ampere Street, Suite 206
Boucherville, Quebec, Canada, J4B 7M6

RE:  Registration on Form S-8

Gentlemen:

     As  counsel for Forestry International, Inc., a Colorado corporation, 
(the  "Company"),  I am furnishing this opinion to you in compliance with
the referenced  matter, and am familiar with the Company's  articles of
incorporation and its corporate powers, franchises  and other rights under
which it carries on its  business.  I am also familiar with the Company's
Bylaws, minute book and other corporate records. For the  purpose of the 
opinions  expressed  below,  I have  examined,  among other things,  the 
registration  statement  on Form S-8 to be filed in regards of the above
offering (the "Registration  Statement"),  and have supervised proceedings
taken in  connection  with the  authorization,  execution  and  delivery  by
the Company  of  the  Registration  Statement  and,  as  contemplated 
thereby,  the authorization  and  issuance  of  the  shares  of  common 
stock  to  be  issued thereunder.  In arriving at the opinions set forth 
below,  I have  examined and relied  upon  originals  or copies,  certified 
or  otherwise  identified  to my satisfaction,  of all such  corporate  records 
and all such other  instruments, documents and certificates of public
officials,  officers and representatives of the Company and of other
persons and have made such  investigations  of law as I have considered
necessary or appropriate as a basis for my opinions. Moreover, I have with
your  approval  relied as to  factual  matters  stated  therein on the
certificates  of public  officials,  and I have assumed,  but not 
independently verified, that the signatures on all documents which I have
examined are genuine and that the  persons  signing  such had the  capacity 
to do so.  This  opinion further expressly assumes that the shares covered
by the Registration  Statement will be issued in conformity with the terms
and conditions applicable thereto. Based upon and subject to the  forgoing, 
I am of the opinion  that the issuance and sale of the stock in this offering
have been duly and validly authorized and upon delivery to the
shareholders in accordance with the terms and conditions of the  exhibits
to the Form S-8 will have been duly  authorized,  validly  issued, fully paid
for and nonassessable.

I am admitted to practice before the Bar of the State of Colorado only. I
am not admitted  to  practice  in any other  jurisdiction  in which the
Company may own property or transact  business.  My opinions  herein are
with respect to federal law  only  and,  to the  extent  my  opinions  are 
derived  from  laws of other jurisdictions,  are based upon an  examination
of relevant  authorities  and are believed to be correct,  but I have not
directly  obtained  legal opinions as to such matters from attorneys 
licensed in such other  jurisdictions.  My opinions are  qualified  to the
extent that the  enforcement  of rights and  remedies are subject  to 
bankruptcy,  insolvency  and  other  laws  of  general  application affecting
the rights and remedies of creditors  and security  holders and to the extent 
that the  availability  of the  remedy  of  specific  enforcement  or of
injunctive  relieve is subject to the  discretion  of the court before which
any proceeding thereof may be brought.

This  opinion is  furnished  by me to you as counsel  for the  Company and
it is solely for your benefit. This opinion is not to be used,  circulated, 
quoted or otherwise  referred  to for any  other  purpose,  other  than as set
forth in my consent to the use of the same in the Form S-8.

                                   Very truly yours,

                                   /s/ Patrick J. Tobin
                                   Patrick J. Tobin
EXHIBITS 10.1

               Contract - Louis Turp

              EMPLOYMENT AGREEMENT

     This Employment Agreement is made and entered into to be
effective as of January 1, 1998 and is by and between Louis Turp
("Employee") and Forestry International, Inc. (the "Company").

Employee is willing and able to provide various valuable services for and
on behalf of the Company in connection with the business of the
Company.  The Company desires to retain the Employee as its President
and Chief Executive Officer to act on behalf of the Company and
Employee desires to be retained in that capacity upon the terms and
conditions hereinafter set forth.

In consideration of the foregoing premises, the mutual promises and
agreements hereinafter set forth, and such other and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Employee agree as follows:

1.  Services.   The Company hereby retains Employee to serve as its
President and Chief Executive Officer for the calender year 1998. 
Employee hereby accepts and agrees to such retention for the stated term. 
Employee shall render to the Company services of such nature as are
necessary to provide for the executive management of the Company.

2. Time,  Place and Manner of Performance.  Employee shall render his
services at reasonable and convenient times and places.  Except as
aforesaid, the time, place and manner of performance of the services
hereunder, including the amount of time to be allocated by Employee to
any specific service, shall be determined in the sole discretion of
Employee.

3. Term of Agreement.  This Agreement shall begin January 1, 1998, and
shall terminate on December 31, 1998.  Notwithstanding the term of this
Agreement, it is understood that the Employee is continuing in the
capacity of an Officer and Director prior to the commencement of the
Term herein stated and that until his resignation from office or his
termination by the board of directors he may continue beyond the
termination date of this Agreement.

4. Compensation. The Company agrees to pay Employee a salary in the
amount of $75,000 for the services performed during the Term of the
Agreement.  At the option of Employee, Employee may elect to take up to
$50,000.00 of this amount in shares of the free trading common stock of
the Company to be registered under a Form S-8 filed in accordance with
the terms and conditions set forth under the Securities Act of 1933, as
amended. The parties have agreed that the fair market value of this stock,
after considering the financial condition of The Company, as well as the
trading market for the stock, is $.10 per share.  This option is not
transferrable by Employee.  The Employee shall be entitled to exercise his
option to have the shares issued on October 1, 1998.   The remaining
$25,000.00, U.S., portion of the salary not received as stock as provided
above shall be payable at such time as the board of directors determines
that the Company has adequate capital or other sources of cash to pay the
salary and will be carried as deferred salary on the books of the Company..

5. Expenses.  The Company shall reimburse Employee on demand for all
expenses and other disbursements, including, but not limited to, travel,
entertainment, mailing,  printing and postage,  incurred by Employee, or
any of his subcontractors, on behalf of the Company in connection with
the performance of the services pursuant to this agreement.  Expenses and
disbursements in excess of $100 shall have the Company's prior approval. 

6.  Disclosure of Information.  Employee recognizes and acknowledges
that Employee has and will have access to certain confidential information
of the Company and its affiliates that are valuable, special and unique
assets and property of the Company and such affiliates. Employee will not,
during or after the term of this agreement, disclose, without the prior
written consent or authorization of the Company, any such information to
any person, except to authorized representatives of Employee or its
affiliates for purposes of the services to be rendered under this agreement,
for any reason or purpose whatsoever. In this regard, the Company agrees
that such authorization or consent to disclosure may be conditioned upon
the disclosure being made pursuant to a secrecy agreement, protective
order, provision of statute, rule, regulation or procedure under which the
confidentiality of the information is maintained in the hands of the person
to whom the information is to be disclosed or in compliance with the
terms of a judicial order or administrative process.

7. Non-Exclusive Employment. Employee shall be free to perform
services for other persons during the term of this agreement, provided,
however, that it is expected that Employee will devote substantially all of
his time to the affairs of the Company and in the event that he does not so
devote his time his compensation as agreed to herein shall be subject to
modification to reflect the actual time spent by the Employee.  Employee
will notify The Company of the performance of services for any other
person which would conflict with the obligations of this agreement. Upon
receiving such notice, the Company may terminate this agreement or
consent to Employee's outside services. Failure to terminate this
agreement shall constitute the Company's ongoing consent to Employee's
outside consulting activities.

8. Miscellaneous Provisions.  (a) Notices. Any notices required or
permitted to be given under this agreement shall be sufficient if in writing
and delivered or sent by registered or certified mail to the principal office
of each party. (b)Waiver of Breach.  Any waiver by a party of a breach of
any provision of this agreement by the other party shall not operate or be
construed as a waiver of any subsequent breach by the waiving party.  (c)
Assignment.  This agreement and the rights and obligations of the parties
hereunder are not assignable by either party.  (d) Applicable Law. It is the
intention of the parties hereto that this Agreement and the performance
hereunder and all suits and special proceedings hereunder be construed in
accordance with and under and pursuant to the laws of the State of
Colorado and that in any action, special proceeding or other proceeding
that may be brought arising out of, in connection with or by reason of this
agreement, the laws of the State of Colorado shall be applicable and shall
govern to the exclusion of the law of any other forum, without regard to
the jurisdiction in which any action or special proceeding may be
instituted. (e) Severability.  All agreements and covenants contained
herein are severable, and in the event any of them shall be held to be
invalid by any competent court, the agreement shall be interpreted as if
such invalid agreements or covenants were not contained herein. (f) Entire
Agreement.  This Agreement constitutes and embodies the entire
understanding and agreement of the parties and supersedes and replaces all
prior understandings, agreements and negotiations between the parties. (g)
Counterparts.   This agreement may be executed in counterparts, each of
which shall be deemed an original, but both of which taken together shall
constitute but one and the same document.

IN WITNESS WHEREOF, the parties hereto have entered into this
agreement effective as of the day and year first above written.

Employee:

      /s/ Louis R. Turp                    
     Louis R. Turp
The Company:

FORESTRY
INTERNATIONAL, INC.

By:           /s/ Louis R. Turp          
     Louis R. Turp, President
EXHIBIT 23

             Consent to Use of Opinion

                 Patrick J. Tobin
                  Attorney at Law
              4251 Kipling, Suite 560
            Wheat Ridge, Colorado 80033
                  (303) 432-2717
--------------------------------------------------------------------------------

March 31, 1999

Board of Directors
Forestry International, Inc.
1205, Ampere Street, Suite 206
Boucherville, Quebec, Canada, J4B 7M6

RE:  Registration on Form S-8

Gentlemen:

Please allow this letter to serve as my consent to the filing of, and 
reference in the  prospectus  to,  my  opinion  in the  registration  statement 
under the referenced matter.

If you have any  questions  with  regards to the above  matter,  please call
the undersigned at the above address.

Sincerely,

/s/ Patrick J. Tobin
Patrick J. Tobin