As filed with the Securities and Exchange Commission on May 21, 1996.
                                                           Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC  20549



                                    FORM S-8
                          Registration Statement Under
                           the Securities Act of 1933



                            PATRICK INDUSTRIES, INC.
             (Exact Name of Registrant as Specified in its Charter)

          INDIANA                            35-1057796
(State or Other Jurisdiction of           (I.R.S. Employer
Incorporation or Organization)           Identification No.)

                             1800 SOUTH 14TH STREET
                                  P.O. BOX 638
                             ELKHART, INDIANA 46515
                    (Address of Principal Executive Offices)

                            PATRICK INDUSTRIES, INC.
                            1987 STOCK OPTION PROGRAM
                            (Full Title of the Plan)

                                 KEITH V. KANKEL
                             VICE PRESIDENT-FINANCE
                            PATRICK INDUSTRIES, INC.
                                  P.O. BOX 638
                             ELKHART, INDIANA 46515
                     (Name and Address of Agent For Service)

                                 (219) 294-7511
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE

                                         Proposed    Proposed
      Title of                           Maximum      Maximum
     Securities              Amount       Offering    Aggregate     Amount of
        to be                to be         Price      Offering    Registration
     Registered          Registered(1)  Per Share(2)  Price(2)        Fee

Common Stock (without 
par value) including     442,058 Shares   $12.8125    $5,663,868     $1,953
Preferred Share 
Purchase Rights(3)

(1)       An undetermined number of additional shares may be issued if the anti-
          dilution adjustment provisions of the plan become operative.

(2)       Estimated solely for the purpose of calculating the registration fee
          in accordance with rule 457(c) and (h) under the Securities Act of
          1933 on the basis of the average of the high and low prices of the
          Common Stock as reported on the Nasdaq-National Market System on 
          May 15, 1996.

(3)       Prior to the occurrence of certain events, the Preferred Share
          Purchase Rights will not be evidenced separately from the Common
          Stock.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

          The following documents are incorporated by reference into this
registration statement:

	  (1)  The previously filed Registration Statement, file no. 33-2900,
on Form S-8 covering Common Stock to be issued pursuant to the 1987 Stock 
Option Program. 

          (2)  Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995, which has heretofore been filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "1934 Act").

          (3)  The Company's quarterly report on Form 10-Q for the quarterly
period ended March 31, 1996, filed by the Company with the Commission pursuant
to the 1934 Act.

          (4)  The description of Registrant's Common Stock contained in
Registrant's Registration Statement on Form 8-A filed with the Commission
pursuant to Section 12 of the 1934 Act.

          (5)  The description of Registrant's Preferred Share Purchase Rights
contained in Registrant's Registration Statement on Form 8-A, filed with the
Commission pursuant to Section 12 of the 1934 Act.

          All documents subsequently filed by Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, 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 (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents");
provided, however, that the documents enumerated above or subsequently filed by
the registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 in each year during which the offering made by this
registration statement is in effect prior to the filing with the Commission of
the registrant's Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this registration
statement or be a part hereof from and after the filing of such Annual Report on
Form 10-K.

          Any statement contained in an Incorporated Document 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
Incorporated Document 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 securities to be offered are registered under Section 12(b) of the
1934 Act.

Item 5.  Interest of Named Experts and Counsel.

          Not applicable.

Item 6.  Indemnification of Directors and Officers.

          Article XIII of the By-laws of the Registrant provides for the
indemnification by the Registrant of each director, officer or employee of the
Registrant or any of its subsidiaries in connection with any claim, action, suit
or proceeding brought or threatened by reason of his position with the
Registrant or any of its subsidiaries.  In addition, Sections 23-1-37-1 to 15 of
the Indiana Business Corporation Law specifically empowers the Registrant to
indemnify, subject to the standards therein prescribed, any director or officer
in connection with any action, suit or proceeding brought or threatened by
reason of the fact that he is or was a director or officer of the Registrant.  

          Registrant maintains directors and officers liability insurance
covering all directors and officers of the Registrant against claims arising out
of the performance of their duties.

Item 7.  Exemption from Registration Claimed.

          Not applicable.

Item 8.  Exhibits.

          Reference is made to the Exhibit Index.

Item 9.  Undertakings.

          The 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 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.

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

          (3)  That, for the purposes of determining any liability under the
Act, 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.

          (4)  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.

          (5)  Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Elkhart, State of Indiana, on the 17th day of
May, 1996.

                                   PATRICK INDUSTRIES, INC.


                                   By:  /s/ Mervin D Lung  
                                      Mervin D. Lung,
                                      Chairman of the Board and Chief Executive
                                      Officer


                                POWER OF ATTORNEY

          We, the undersigned officers and directors of Patrick Industries, Inc.
hereby severally constitute Mervin D. Lung and Keith V. Kankel, and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, the
Registration Statement on Form S-8 filed herewith and any and all amendments
(including post-effective amendments) to said Registration Statement, and
generally to do all such things in our name and behalf in the capacities
indicated below to enable Patrick Industries, Inc. to comply with the provisions
of the Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.

          Pursuant to the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities indicated on the 17th
day of May, 1996.

           Signature                       Title


      /s/ Mervin D. Lung           Chairman of the Board, Chief 
        Mervin D. Lung               Executive Officer and Director

       /s/ David D. Lung           President, Chief Operating Officer 
         David D. Lung               and Director

      /s/ Keith V. Kankel          Vice President-Finance,
        Keith V. Kankel              Principal Accounting Officer and Director

      /s/ Thomas G. Baer           Vice President-Operations and Director
        Thomas G. Baer

     /s/ Harold E. Wyland          Vice President-Sales and Director
       Harold E. Wyland

      /s/ Clyde H. Keith           Director
        Clyde H. Keith

    /s/ Merlin D. Knispel          Director
       Merlin D. Knispel

      /s/ Dorothy M. Lung          Director
        Dorothy M. Lung

    /s/ John H. McDermott          Director
       John H. McDermott

     /s/ Robert C. Timmons         Director
       Robert C. Timmins



                                  EXHIBIT INDEX

Exhibits marked with an asterisk (*) are incorporated by reference to documents
previously filed by Registrant with the Securities and Exchange Commission, as
indicated.  All other documents listed are filed with this Registration
Statement.


Exhibit Number                   Description

  4.1          * Amended Articles of Incorporation of Registrant (Exhibit 3(a)
                 to Registrant's Form 10-K/A-1 for 1992).

  4.2          * By-laws of Registrant (Exhibit 3(b) to Registrant's Form
                 10-K/A-1 for 1992).

  4.3          * Preferred Share Purchase Rights Agreement (Exhibit 1 to
                 Registrant's Form 8-A dated April 3, 1996).

   5             Opinion (including consent) of McDermott, Will & Emery

   23            Consent of Independent Accountants.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13276}]
{"company-data": {"conformed-name": "PATRICK INDUSTRIES INC", "cik": "0000076605", "assigned-sic": "5031", "irs-number": "351057796", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04187", "film-number": "96570584"}, "business-address": {"street1": "1800 S 14TH ST", "street2": "P O BOX 638", "city": "ELKHART", "state": "IN", "zip": "46515", "phone": "2192947511"}, "mail-address": {"street1": "1800 SOUTH 14TH STREET PO BOX 638", "street2": "1800 SOUTH 14TH STREET PO BOX 638", "city": "ELKHART", "state": "IN", "zip": "46515"}}
As filed with the Securities and Exchange Commission on May 21, 1996.
                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC  20549

                                    FORM S-8
                          Registration Statement Under
                           the Securities Act of 1933

                            PATRICK INDUSTRIES, INC.
             (Exact Name of Registrant as Specified in its Charter)

          INDIANA                            35-1057796
(State or Other Jurisdiction of           (I.R.S. Employer
Incorporation or Organization)           Identification No.)

                             1800 SOUTH 14TH STREET
                                  P.O. BOX 638
                             ELKHART, INDIANA 46515
                    (Address of Principal Executive Offices)

                            PATRICK INDUSTRIES, INC.
                            1987 STOCK OPTION PROGRAM
                            (Full Title of the Plan)

                                 KEITH V. KANKEL
                             VICE PRESIDENT-FINANCE
                            PATRICK INDUSTRIES, INC.
                                  P.O. BOX 638
                             ELKHART, INDIANA 46515
                     (Name and Address of Agent For Service)

                                 (219) 294-7511
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                         Proposed    Proposed
      Title of                           Maximum      Maximum
     Securities              Amount       Offering    Aggregate     Amount of
        to be                to be         Price      Offering    Registration
     Registered          Registered(1)  Per Share(2)  Price(2)        Fee

Common Stock (without 
par value) including     442,058 Shares   $12.8125    $5,663,868     $1,953
Preferred Share 
Purchase Rights(3)

(1)       An undetermined number of additional shares may be issued if the anti-
          dilution adjustment provisions of the plan become operative.

(2)       Estimated solely for the purpose of calculating the registration fee
          in accordance with rule 457(c) and (h) under the Securities Act of
          1933 on the basis of the average of the high and low prices of the
          Common Stock as reported on the Nasdaq-National Market System on 
          May 15, 1996.

(3)       Prior to the occurrence of certain events, the Preferred Share
          Purchase Rights will not be evidenced separately from the Common
          Stock.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          The following documents are incorporated by reference into this
registration statement:

	  (1)  The previously filed Registration Statement, file no. 33-2900,
on Form S-8 covering Common Stock to be issued pursuant to the 1987 Stock 
Option Program. 

          (2)  Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995, which has heretofore been filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "1934 Act").

          (3)  The Company's quarterly report on Form 10-Q for the quarterly
period ended March 31, 1996, filed by the Company with the Commission pursuant
to the 1934 Act.

          (4)  The description of Registrant's Common Stock contained in
Registrant's Registration Statement on Form 8-A filed with the Commission
pursuant to Section 12 of the 1934 Act.

          (5)  The description of Registrant's Preferred Share Purchase Rights
contained in Registrant's Registration Statement on Form 8-A, filed with the
Commission pursuant to Section 12 of the 1934 Act.

          All documents subsequently filed by Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, 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 (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents");
provided, however, that the documents enumerated above or subsequently filed by
the registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 in each year during which the offering made by this
registration statement is in effect prior to the filing with the Commission of
the registrant's Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this registration
statement or be a part hereof from and after the filing of such Annual Report on
Form 10-K.

          Any statement contained in an Incorporated Document 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
Incorporated Document 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 securities to be offered are registered under Section 12(b) of the
1934 Act.

Item 5.  Interest of Named Experts and Counsel.

          Not applicable.

Item 6.  Indemnification of Directors and Officers.

          Article XIII of the By-laws of the Registrant provides for the
indemnification by the Registrant of each director, officer or employee of the
Registrant or any of its subsidiaries in connection with any claim, action, suit
or proceeding brought or threatened by reason of his position with the
Registrant or any of its subsidiaries.  In addition, Sections 23-1-37-1 to 15 of
the Indiana Business Corporation Law specifically empowers the Registrant to
indemnify, subject to the standards therein prescribed, any director or officer
in connection with any action, suit or proceeding brought or threatened by
reason of the fact that he is or was a director or officer of the Registrant.  

          Registrant maintains directors and officers liability insurance
covering all directors and officers of the Registrant against claims arising out
of the performance of their duties.

Item 7.  Exemption from Registration Claimed.

          Not applicable.

Item 8.  Exhibits.

          Reference is made to the Exhibit Index.

Item 9.  Undertakings.

          The 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 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.

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

          (3)  That, for the purposes of determining any liability under the
Act, 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.

          (4)  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.

          (5)  Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Elkhart, State of Indiana, on the 17th day of
May, 1996.

                                   PATRICK INDUSTRIES, INC.

                                   By:  /s/ Mervin D Lung  
                                      Mervin D. Lung,
                                      Chairman of the Board and Chief Executive
                                      Officer

                                POWER OF ATTORNEY

          We, the undersigned officers and directors of Patrick Industries, Inc.
hereby severally constitute Mervin D. Lung and Keith V. Kankel, and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, the
Registration Statement on Form S-8 filed herewith and any and all amendments
(including post-effective amendments) to said Registration Statement, and
generally to do all such things in our name and behalf in the capacities
indicated below to enable Patrick Industries, Inc. to comply with the provisions
of the Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.

          Pursuant to the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities indicated on the 17th
day of May, 1996.

           Signature                       Title

      /s/ Mervin D. Lung           Chairman of the Board, Chief 
        Mervin D. Lung               Executive Officer and Director

       /s/ David D. Lung           President, Chief Operating Officer 
         David D. Lung               and Director

      /s/ Keith V. Kankel          Vice President-Finance,
        Keith V. Kankel              Principal Accounting Officer and Director

      /s/ Thomas G. Baer           Vice President-Operations and Director
        Thomas G. Baer

     /s/ Harold E. Wyland          Vice President-Sales and Director
       Harold E. Wyland

      /s/ Clyde H. Keith           Director
        Clyde H. Keith

    /s/ Merlin D. Knispel          Director
       Merlin D. Knispel

      /s/ Dorothy M. Lung          Director
        Dorothy M. Lung

    /s/ John H. McDermott          Director
       John H. McDermott

     /s/ Robert C. Timmons         Director
       Robert C. Timmins

                                  EXHIBIT INDEX

Exhibits marked with an asterisk (*) are incorporated by reference to documents
previously filed by Registrant with the Securities and Exchange Commission, as
indicated.  All other documents listed are filed with this Registration
Statement.

Exhibit Number                   Description

  4.1          * Amended Articles of Incorporation of Registrant (Exhibit 3(a)
                 to Registrant's Form 10-K/A-1 for 1992).

  4.2          * By-laws of Registrant (Exhibit 3(b) to Registrant's Form
                 10-K/A-1 for 1992).

  4.3          * Preferred Share Purchase Rights Agreement (Exhibit 1 to
                 Registrant's Form 8-A dated April 3, 1996).

   5             Opinion (including consent) of McDermott, Will & Emery

   23            Consent of Independent Accountants.