As filed with the Securities and Exchange Commission on January 27, 1997 -
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             TRIPLE S PLASTICS, INC.
             (Exact name of registrant as specified in its charter)
         Michigan                                      38-1895876
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)
            14320 South Portage Road, Vicksburg, Michigan 49097-0905
               (Address of Principal Executive Offices) (Zip Code)
               Triple S Plastics, Inc. Employee Stock Option Plan
                            (Full Title of the Plan)
            14320 South Portage Road, Vicksburg, Michigan 49097-0905
                     (Name and address of agent for service)
                          Copies of Communications to:
                                 J. Terry Moran
                    Varnum, Riddering, Schmidt & Howlett LLP
                                  P.O. Box 352
                        Grand Rapids, Michigan 49501-0352
                                 (616) 336-6000
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

Title of             Amount to be              Proposed              Proposed Maximum              Amount of
Securities            Registered               Maximum              Aggregate Offering         Registration Fee
to be Registered                             Offering Price               Price (2)
                                              Per Share (2)
<S>                  <C>                     <C>                    <C>                        <C>
Common Stock          150,000
(No Par Value)        shares(1)                 $6.6875                 $1,003,125                  $200.63
</TABLE>                       


(1)      Represents the number of additional shares of  Common Stock  authorized
         for issuance under  the Triple S Plastics, Inc. Employee  Stock  Option
         Plan, as amended (the "Plan").
(2)      For the purpose of computing the registration fee only, the price shown
         is based upon the price of $6.6875  per share,  the average of the high
         and low sales prices for the Common Stock of Triple S Plastics, Inc. in
         the NASDAQ National Market on January 22, 1997, in accordance with Rule
         457(h).


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



<PAGE>





                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


         This  Registration  Statement  is filed for the purpose of  registering
150,000  additional  shares of Company  Common Stock issuable under the terms of
the Company's Employee Stock Option Plan. The Company's  Registration  Statement
on Form  S-8  (No.  33-83214),  which  registered  the  initial  150,000  shares
available for issuance thereunder, is hereby incorporated herein by reference.







                                       S-1

<PAGE>



                                   SIGNATURES

         Pursuant  to  the  requirements  of the  Securities  Act,  the  Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Vicksburg,  State of  Michigan,  on the 22nd day of
January, 1997.



                                  TRIPLE S PLASTICS, INC.


                                  By /s/ Daniel B. Canavan
                                  Daniel B. Canavan, Principal Executive Officer




                                POWER OF ATTORNEY

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

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed below on January 22, 1997, by the following persons in
the capacities indicated.


/s/ Daniel B. Canavan                               /s/ Daniel D. Northup
Daniel B. Canavan, Chief Executive Officer,         Daniel D. Northup, Director
Chairman of the Board, and Director

/s/ Victor V. Valentine, Jr.                        /s/ David L. Stewart
Victor V. Valentine, Jr., President and             David L. Stewart, Director
Director

/s/ Robert D. Monk
Robert D. Monk, Principal Financial Officer         A. Chris Schauer, Director

/s/ William J. Stewart
William J. Stewart, Director                        James F. Hettinger, Director

/s/ Catherine A. Taylor
Catherine A. Taylor, Principal Accounting 
Officer

                                       S-2

<PAGE>



                                  EXHIBIT INDEX


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



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


Item 23(a)        Consent of BDO Seidman LLP


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


Item 24           Power of Attorney - included on page S-2 hereof


Item 99           Triple S Plastics, Inc. Employee Stock Option Plan, as Amended


                  
                                       S-3

<PAGE>






                                                 January 24, 1997



Board of Directors
Triple S Plastics, Inc.
14320 South Portage Road
Vicksburg, MI  49097

            Re:      Registration Statement on Form S-8 Relating to the Triple S
                     Plastics, Inc. Employee Stock Option Plan

Dear Gentlemen:

         With   respect  to  the   Registration   Statement  on  Form  S-8  (the
"Registration   Statement")  filed  by  Triple  S  Plastics,  Inc.,  a  Michigan
corporation (the "Company"), with the Securities and Exchange Commission for the
purpose of registering  under the  Securities  Act of 1933, as amended,  150,000
additional  shares of the Company's common stock,  for issuance  pursuant to the
Company's  Employee  Stock  Option  Plan (the  "Plan"),  we have  examined  such
documents  and  questions of law we consider  necessary or  appropriate  for the
purpose of giving this opinion.  On the basis of such evaluation,  we advise you
that in our opinion the 150,000  shares covered by the  Registration  Statement,
upon the exercise of stock options,  at the prices described in the Registration
Statement,  and upon delivery of such shares and payment  therefor in accordance
with the terms stated in the Plan and the Registration  Statement,  will be duly
and  validly  authorized,  issued  and  outstanding  and will be fully  paid and
nonassessable.

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

                                Very truly yours,

                    VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP

                            /s/ Michael G. Wooldridge

                         Michael G. Wooldridge, Partner







                                    EXHIBIT 5

<PAGE>



               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


         We  hereby   consent  to  the   incorporation   by  reference  in  this
Registration  Statement  of our  report  dated  May  9,  1996,  relating  to the
financial  statements and schedules of Triple S Plastics,  Inc. appearing in the
Company's Annual Report on Form 10-K for the year ended March 31, 1996.





/s/ BDO Seidman, LLP


BDO Seidman, LLP
Kalamazoo, Michigan
January 24, 1997



                               EXHIBIT 23(a)
H:\WPFILES\103-1143

<PAGE>



                             TRIPLE S PLASTICS, INC.
                           EMPLOYEE STOCK OPTION PLAN
                      (AS AMENDED EFFECTIVE JULY 25, 1996)


                                    ARTICLE I
                               GENERAL PROVISIONS

     1.1 Purpose and Scope. The purposes of this Plan are to encourage stock
ownership by  management  employees of Triple S Plastics,  Inc., to provide them
with an additional  incentive to  contribute  to the success of the Company,  to
encourage  such employees to remain in the Company's  employ,  and to assist the
Company in attracting  and retaining key personnel  through the grant of Options
to purchase shares of the Company's common stock.

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

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

                  (b) "Committee"  means the  committee  appointed by  the Board
         pursuant to Section 1.3 of this Plan.

                  (c) "Company" means Triple S Plastics, Inc. and any subsidiary
         corporation or other  entity in which  Triple S Plastics, Inc. holds  a
         proprietary interest.

                  (d) "Code"  means  the  Internal  Revenue  Code  of  1986,  as
         amended.

                  (e) "Market  Value" means the closing  sale price  reported in
         the NASDAQ/NMS or, if such value is not available,  such other estimate
         of fair market value as the Committee shall determine.

                  (f)  "Qualified  Option"  means a  right  to  purchase  Stock,
         granted  pursuant  to this Plan  which is  intended  to  qualify  as an
         incentive stock option under Section 422 of the Code.

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

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

                  (i) "Plan"  means this  Triple S Plastics, Inc. Employee Stock
         Option Plan.

                  (j) "Stock" means the common stock of the Company.


                                                    EXHIBIT 99


<PAGE>



         1.3      Administration.

                  (a) The Plan shall be administered by a Committee appointed by
         the Board,  consisting  of such  number of  persons as the Board  shall
         determine  from time to time.  A majority  of members of the  Committee
         shall  constitute  a  quorum  for  the  transaction  of  business.  The
         Committee  shall be responsible  for the operation of the Plan, and the
         determination  as to persons  entitled to  participate in the Plan. The
         interpretation  and  construction  of any  provision of the Plan by the
         Committee shall be final and binding.

                  (b) The  Committee  shall  consist  entirely  of members  who,
         during the one year prior to service on the  Committee,  or during such
         service,  have not been  granted or awarded  equity  securities  of the
         Company (including derivative  securities) pursuant to this Plan or any
         other  plan of the  Company  or any of its  affiliates,  except for the
         types of plans set forth in Rule  16b-3(c)(2)(i)(A)-(D)  promulgated by
         the Securities and Exchange Commission.

                  (c) The granting of any Option  pursuant to this Plan shall be
         entirely within the discretion of the Committee,  and nothing contained
         in this Plan shall be  interpreted  or construed to give any person any
         right to participate under this Plan.

                  (d) Each  person  who is or shall  have  been a member  of the
         Committee  shall be  defended,  indemnified  and held  harmless  by the
         Company,  to the maximum extent  permitted by law, from and against any
         cost,  liability or expense imposed or incurred in connection with such
         persons taking or failing to take any action under the Plan.

         1.4 Eligibility.  The Committee may grant Options at any time, and from
time to time,  to such  employees,  including  or excluding  persons  previously
granted  Options,  as the  Committee  shall  determine  in its sole and absolute
discretion.  Options  granted  simultaneously  or at  different  times  need not
contain similar provisions.

         1.5  Shares  Subject  to Plan.  The  maximum  number of shares of Stock
subject to Options and Stock Appreciation Rights granted under the Plan shall be
450,000  shares,  subject to  adjustment  as provided in Section 1.7 below.  The
shares of Stock may be authorized but unissued shares or treasury shares. If any
outstanding Option expires or is terminated for any reason before the end of the
term for  this  Plan,  the  shares  of Stock  covered  by that  Option  shall be
available for Options subsequently granted under this Plan.

         1.6 Terms and  Conditions of Option.  Options  granted  pursuant to the
Plan shall be  authorized  by the Committee and shall be evidenced by agreements
in such  form as the  Committee  shall  approve  from  time to time,  including,
without limitation, the following:

                  (a) Option Price. The purchase price per share for Stock under
         each Option  shall be not less than one hundred  percent  (100%) of the
         Market Value of a share of the Stock as of the day  preceding  the date
         the Option is granted.


                                        2
<PAGE>



                  (b) Time and Method of Payment. The Option Price shall be paid
         in full at the  time an  Option  is  exercised,  and may be paid (i) in
         cash,  (ii) by the  surrender  of shares of Stock owned by the Optionee
         having a Market  Value on the date of exercise  equal to the  aggregate
         Option Price,  (iii) or a combination  of (i) and (ii).  Promptly after
         the exercise of an Option and the payment of the full Option Price, the
         Optionee  shall be  entitled  to the  issuance  of a stock  certificate
         evidencing ownership of such Stock.

                  (c) Number of  Shares.   Each Option  shall  state  the  total
         number of shares of Stock to which it pertains.

                  (d) Option Period and Limitations on Exercise of Options.  The
         Committee  may, in its  discretion,  provide  that an Option may not be
         exercised  in  whole  or in part  for any  period  or  periods  of time
         specified in the Option Agreement.  Except as otherwise provided in the
         Option Agreement, an Option may be exercised in whole or in part at any
         time during its term. No Option may be exercised for a fractional share
         of Stock.

                  (e)  Termination  of Employment.  An Optionee's  Options shall
         terminate  as  provided  in the  pertinent  Option  Agreement  upon the
         termination of his or her employment by the Company; provided, however,
         the Committee may, in its discretion in any particular case, subsequent
         to the time of  granting of the Option  specify  that all or part of an
         Optionee's  Options may be exercisable  upon such  termination or for a
         certain  period  of  time  after  termination.   Without  limiting  the
         discretion of the Committee to devise  termination  procedures  that it
         deems appropriate in a given case, the Committee may follow one or more
         of the following policies:

                           (i)   to permit an Optionee to exercise  all  Options
                  that are exercisable as of the date of termination;

                           (ii)  to  accelerate  the  vesting  of any  nonvested
                  Option, in whole  or in  part, and  permit their  exercise  on
                  termination;

                           (iii) to permit an Optionee to exercise Options after
                  termination during the balance of their original term; or

                           (iv)  to  permit an  Optionee  who  dies  or  becomes
                  totally and permanently disabled while employed by the Company
                  to   exercise   (or   have   his  or  her   estate,   personal
                  representative  or  beneficiary  exercise)  Options during the
                  balance of the original term.

                  The decision of the Committee to permit any one or more of the
         foregoing  accelerations  or exercises may result in a Qualified Option
         being  treated  as a  Nonqualified  Option  for tax  purposes,  and the
         Company shall have no responsibility for any adverse tax consequence to
         the Optionee.


                                        3
<PAGE>



                  (f) Nonassignability.  Options shall not be transferable other
         than by will or by the laws of descent and distribution,  and during an
         Optionee's  lifetime shall be  exercisable  only by the Optionee or his
         guardian  or legal  representative.  The  Company  may, in the event it
         deems the same desirable to assure  compliance with applicable  federal
         and state securities laws, legend any certificate  representing  shares
         issued  pursuant  to the  exercise  of any Option  with an  appropriate
         restrictive  legend  and  may  also  issue  appropriate  stop  transfer
         instructions to its transfer agent with respect to such shares.

         1.7 Effect of Change in Stock Subject to the Plan. The aggregate number
of shares of Stock  available for Options under the Plan,  the shares subject to
any  Option  and the  exercise  price  per share  shall  all be  proportionately
adjusted  for any  increase or decrease in the number of issued  shares of Stock
subsequent to the effective date of the Plan  resulting  from: (a) a subdivision
or consolidation of shares or any other capital adjustment; (b) the payment of a
stock  dividend;  or (c) other  increase or  decrease  in such  shares  effected
without  receipt of  consideration  by the Company.  If the Company shall be the
surviving corporation in any merger or consolidation,  any Option shall pertain,
apply, and relate to the securities to which a holder of the number of shares of
Stock  subject  to the  Option  would  have been  entitled  after the  merger or
consolidation.  Upon  dissolution or  liquidation  of the Company,  or as of the
effective  date for a merger or  consolidation  in which the  Company is not the
surviving  corporation,  all Options  outstanding under the Plan shall terminate
unless other provisions have been made in any outstanding Option Agreement.

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

                                   ARTICLE II
                             QUALIFIED STOCK OPTIONS

         2.1 Terms of  Qualified  Stock  Options.  Each  Qualified  Stock Option
granted under the Plan shall be exercisable during a term fixed by the Committee
that  shall  begin no sooner  than six (6) months and end no later than ten (10)
years after the date the Qualified Stock Option is granted.

         2.2  Limitations  on  Options.  The  aggregate  Market  Value  of Stock
(determined  at the time the Qualified  Stock Option is granted)  subject to the
Qualified  Stock  Options  granted to an  employee  under this Plan that  become
exercisable for the first time by such employee during any calendar year may not
exceed One Hundred Thousand Dollars ($100,000).

         2.3  Termination of Employment.  Subject to Section 1.6(e) above, if an
Optionee ceases to be employed by the Company his or her Qualified Stock Options
shall  terminate  immediately,   except  that  if  an  Optionee's  cessation  of
employment  by the  Company is a result of  retirement  with the  consent of the
Company, the Optionee may exercise outstanding  Qualified Stock Options that are
otherwise exercisable, at any time within three (3) months after the termination
of employment.  Subject to Section  1.6(e) above,  in the event an Optionee dies
while employed by the Company or

                                        4
<PAGE>



within three (3) months  after  having  retired with the consent of the Company,
the Optionee's heirs or personal representative shall have the right to exercise
Qualified Stock Options to the same extent that the deceased Optionee had at the
date of death.

         2.4  Continued  Employment.  Whether  military,  government,  or  other
service or other leave of absence shall  constitute a termination  of employment
shall be  determined in each case by the  Committee at its  discretion,  and any
determination by the Committee shall be final and conclusive.

         2.5  Special  Rule  for  Ten  Percent  Shareholder.  If at  the  time a
Qualified Stock Option is granted,  the Optionee owns Stock possessing more than
ten percent (10%) of the total combined  voting power of all classes of stock of
the Company,  as determined using the applicable  attribution rules of the Code,
then the terms of the Option  shall  specify  that the Option  price shall be at
least one hundred ten percent (110%) of the Market Value of the Stock subject to
the Option and such Option shall not be exercisable after the expiration of five
(5) years from the date such Option is granted.

         2.6 Interpretation. In interpreting this Article II of the Plan and the
provisions of individual Option Agreements, the Committee and the Board shall be
governed by the principles and  requirements of the pertinent  provisions of the
Code and applicable Treasury Regulations.


                                   ARTICLE III
                           NONQUALIFIED STOCK OPTIONS

         3.1 Terms of  Nonqualified  Options.  Each  Nonqualified  Stock  Option
granted  under the Plan  shall be  exercisable  only  during a term fixed by the
Committee  at the time of grant,  not shorter than six (6) months and not longer
than ten (10) years following the date of grant.

         3.2  Termination  of Employment.  Subject to Section 1.6(e) above,  the
Committee in its discretion may provide such  limitations on the exercise of any
Nonqualified Stock Option after termination of employment as the Committee deems
prudent at the time of grant.

         3.3  Additional  Terms.  The  Committee  may add  additional  terms and
conditions to a Nonqualified Stock Option, including, but not limited to, a cash
award for any federal tax  liability  suffered  by the  Optionee  upon the grant
and/or exercise of a Nonqualified Stock Option.


                                       5
<PAGE>



                                   ARTICLE IV
                              ADDITIONAL PROVISIONS

         4.1 Shareholder  Approval.    The  Plan   shall  be  submitted  to  the
shareholders of the Company  for approval at the  first meeting of  shareholders
held subsequent to the adoption of the Plan.  If the shareholders of the Company
do not approve the Plan, the Plan shall terminate.

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

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

         4.4 No Rights As  Shareholder.  No Optionee  shall have any rights as a
shareholder  with  respect  to any share of Stock  subject  to his or her Option
prior to the date of  issuance of a  certificate  evidencing  ownership  of such
Stock,  and no  adjustment  will be made for dividends or other rights for which
the record date is prior to the date of the  certificate,  except as provided in
Section 1.7.

         4.5 Tax  Withholding.  The  exercise  of any  Option  under the Plan is
subject to the satisfaction of withholding tax or other withholding liabilities,
if any, under federal,  state,  and local laws in connection with such exercise.
The exercise of an Option shall not be effective unless  applicable  withholding
shall have been effected or obtained in the following manner.  Each Optionee may
satisfy any such  withholding tax obligation by any of the following means or by
a combination of such means:

                  (a)  Tendering a cash payment;

                  (b)  Authorizing  the  Company  to  withhold  from  the  Stock
         otherwise  issuable to the  Optionee as a result of the exercise of the
         stock  Option a number of shares of Stock  having a Market  Value as of
         the date that the  amount  of tax to be  withheld  is to be  determined
         ("Tax Date"),  which shall be the date of exercise of the Option,  less
         than or equal to the amount of the withholding obligation; or

                                       6
<PAGE>


                  (c)  Delivering to the Company  unencumbered  shares of Stock,
         owned by the Optionee  prior to the date of  exercise,  having a Market
         Value,  as of the Tax  Date,  less  than or equal to the  amount of the
         withholding tax obligation.

An Optionee's  election to pay the withholding tax obligation by means of 4.5(b)
above must  either:  (i) be made at least six  months  prior to the Tax Date and
must be  irrevocable  for a period of at least six months prior to the Tax Date;
or (ii) the exercise of the Option must be effective during the period beginning
on the  third  business  day  following  the date of  release  of the  Company's
quarterly  or annual  summary  statement of sales and earnings and ending on the
twelfth business day following such date.

         4.6  Continued  Employment  Not  Presumed.  This Plan and any  document
describing  this Plan and the grant of any Option  hereunder  shall not give any
Optionee or other  employee a right to  continued  employment  by the Company or
affect the right of the Company to terminate  the  employment of any such person
with or without cause.

         4.7  Acceleration.  The  Board  shall  have  the  right,  in  its  sole
discretion, to direct the Committee to declare that all Options then outstanding
shall  become  immediately  exercisable,   notwithstanding  any  limitations  on
exercise  in  Option  Agreements,  if in the  opinion  of the  Board a change in
control of the Company is imminent.

         4.8 Effective Date; Duration.  The Plan became effective as of February
1, 1994,  and shall expire on January 31, 2004.  No Options may be granted under
the Plan after January 31, 2004, but Options  granted on or before that date may
be exercised  according to the terms of the Option Agreements and shall continue
to be governed by and interpreted consistent with the terms of this Plan

                                  CERTIFICATION

         The foregoing  Plan was amended by the Company's  Board of Directors on
May 24, 1996, subject to subsequent shareholder approval.


                                                       /s/ Robert D. Monk
                                                       Robert D. Monk, Secretary


MORAN\TRIPLES\N058.016

                                       7
<PAGE>
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As filed with the Securities and Exchange Commission on January 27, 1997 -
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             TRIPLE S PLASTICS, INC.
             (Exact name of registrant as specified in its charter)
         Michigan                                      38-1895876
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)
            14320 South Portage Road, Vicksburg, Michigan 49097-0905
               (Address of Principal Executive Offices) (Zip Code)
               Triple S Plastics, Inc. Employee Stock Option Plan
                            (Full Title of the Plan)
            14320 South Portage Road, Vicksburg, Michigan 49097-0905
                     (Name and address of agent for service)
                          Copies of Communications to:
                                 J. Terry Moran
                    Varnum, Riddering, Schmidt & Howlett LLP
                                  P.O. Box 352
                        Grand Rapids, Michigan 49501-0352
                                 (616) 336-6000
CALCULATION OF REGISTRATION FEE

Title of             Amount to be              Proposed              Proposed Maximum              Amount of
Securities            Registered               Maximum              Aggregate Offering         Registration Fee
to be Registered                             Offering Price               Price (2)
                                              Per Share (2)
Common Stock          150,000
(No Par Value)        shares(1)                 $6.6875                 $1,003,125                  $200.63
(1)      Represents the number of additional shares of  Common Stock  authorized
         for issuance under  the Triple S Plastics, Inc. Employee  Stock  Option
         Plan, as amended (the "Plan").
(2)      For the purpose of computing the registration fee only, the price shown
         is based upon the price of $6.6875  per share,  the average of the high
         and low sales prices for the Common Stock of Triple S Plastics, Inc. in
         the NASDAQ National Market on January 22, 1997, in accordance with Rule
         457(h).

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

         This  Registration  Statement  is filed for the purpose of  registering
150,000  additional  shares of Company  Common Stock issuable under the terms of
the Company's Employee Stock Option Plan. The Company's  Registration  Statement
on Form  S-8  (No.  33-83214),  which  registered  the  initial  150,000  shares
available for issuance thereunder, is hereby incorporated herein by reference.

                                       S-1
SIGNATURES

         Pursuant  to  the  requirements  of the  Securities  Act,  the  Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Vicksburg,  State of  Michigan,  on the 22nd day of
January, 1997.

                                  TRIPLE S PLASTICS, INC.

                                  By /s/ Daniel B. Canavan
                                  Daniel B. Canavan, Principal Executive Officer

                                POWER OF ATTORNEY

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

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed below on January 22, 1997, by the following persons in
the capacities indicated.

/s/ Daniel B. Canavan                               /s/ Daniel D. Northup
Daniel B. Canavan, Chief Executive Officer,         Daniel D. Northup, Director
Chairman of the Board, and Director

/s/ Victor V. Valentine, Jr.                        /s/ David L. Stewart
Victor V. Valentine, Jr., President and             David L. Stewart, Director
Director

/s/ Robert D. Monk
Robert D. Monk, Principal Financial Officer         A. Chris Schauer, Director

/s/ William J. Stewart
William J. Stewart, Director                        James F. Hettinger, Director

/s/ Catherine A. Taylor
Catherine A. Taylor, Principal Accounting 
Officer

                                       S-2
EXHIBIT INDEX

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

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

Item 23(a)        Consent of BDO Seidman LLP

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

Item 24           Power of Attorney - included on page S-2 hereof

Item 99           Triple S Plastics, Inc. Employee Stock Option Plan, as Amended

                  
                                       S-3
January 24, 1997

Board of Directors
Triple S Plastics, Inc.
14320 South Portage Road
Vicksburg, MI  49097

            Re:      Registration Statement on Form S-8 Relating to the Triple S
                     Plastics, Inc. Employee Stock Option Plan

Dear Gentlemen:

         With   respect  to  the   Registration   Statement  on  Form  S-8  (the
"Registration   Statement")  filed  by  Triple  S  Plastics,  Inc.,  a  Michigan
corporation (the "Company"), with the Securities and Exchange Commission for the
purpose of registering  under the  Securities  Act of 1933, as amended,  150,000
additional  shares of the Company's common stock,  for issuance  pursuant to the
Company's  Employee  Stock  Option  Plan (the  "Plan"),  we have  examined  such
documents  and  questions of law we consider  necessary or  appropriate  for the
purpose of giving this opinion.  On the basis of such evaluation,  we advise you
that in our opinion the 150,000  shares covered by the  Registration  Statement,
upon the exercise of stock options,  at the prices described in the Registration
Statement,  and upon delivery of such shares and payment  therefor in accordance
with the terms stated in the Plan and the Registration  Statement,  will be duly
and  validly  authorized,  issued  and  outstanding  and will be fully  paid and
nonassessable.

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

                                Very truly yours,

                    VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP

                            /s/ Michael G. Wooldridge

                         Michael G. Wooldridge, Partner

                                    EXHIBIT 5
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

         We  hereby   consent  to  the   incorporation   by  reference  in  this
Registration  Statement  of our  report  dated  May  9,  1996,  relating  to the
financial  statements and schedules of Triple S Plastics,  Inc. appearing in the
Company's Annual Report on Form 10-K for the year ended March 31, 1996.

/s/ BDO Seidman, LLP

BDO Seidman, LLP
Kalamazoo, Michigan
January 24, 1997

                               EXHIBIT 23(a)
H:\WPFILES\103-1143
TRIPLE S PLASTICS, INC.
                           EMPLOYEE STOCK OPTION PLAN
                      (AS AMENDED EFFECTIVE JULY 25, 1996)

                                    ARTICLE I
                               GENERAL PROVISIONS

     1.1 Purpose and Scope. The purposes of this Plan are to encourage stock
ownership by  management  employees of Triple S Plastics,  Inc., to provide them
with an additional  incentive to  contribute  to the success of the Company,  to
encourage  such employees to remain in the Company's  employ,  and to assist the
Company in attracting  and retaining key personnel  through the grant of Options
to purchase shares of the Company's common stock.

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

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

                  (b) "Committee"  means the  committee  appointed by  the Board
         pursuant to Section 1.3 of this Plan.

                  (c) "Company" means Triple S Plastics, Inc. and any subsidiary
         corporation or other  entity in which  Triple S Plastics, Inc. holds  a
         proprietary interest.

                  (d) "Code"  means  the  Internal  Revenue  Code  of  1986,  as
         amended.

                  (e) "Market  Value" means the closing  sale price  reported in
         the NASDAQ/NMS or, if such value is not available,  such other estimate
         of fair market value as the Committee shall determine.

                  (f)  "Qualified  Option"  means a  right  to  purchase  Stock,
         granted  pursuant  to this Plan  which is  intended  to  qualify  as an
         incentive stock option under Section 422 of the Code.

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

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

                  (i) "Plan"  means this  Triple S Plastics, Inc. Employee Stock
         Option Plan.

                  (j) "Stock" means the common stock of the Company.

                                                    EXHIBIT 99
1.3      Administration.

                  (a) The Plan shall be administered by a Committee appointed by
         the Board,  consisting  of such  number of  persons as the Board  shall
         determine  from time to time.  A majority  of members of the  Committee
         shall  constitute  a  quorum  for  the  transaction  of  business.  The
         Committee  shall be responsible  for the operation of the Plan, and the
         determination  as to persons  entitled to  participate in the Plan. The
         interpretation  and  construction  of any  provision of the Plan by the
         Committee shall be final and binding.

                  (b) The  Committee  shall  consist  entirely  of members  who,
         during the one year prior to service on the  Committee,  or during such
         service,  have not been  granted or awarded  equity  securities  of the
         Company (including derivative  securities) pursuant to this Plan or any
         other  plan of the  Company  or any of its  affiliates,  except for the
         types of plans set forth in Rule  16b-3(c)(2)(i)(A)-(D)  promulgated by
         the Securities and Exchange Commission.

                  (c) The granting of any Option  pursuant to this Plan shall be
         entirely within the discretion of the Committee,  and nothing contained
         in this Plan shall be  interpreted  or construed to give any person any
         right to participate under this Plan.

                  (d) Each  person  who is or shall  have  been a member  of the
         Committee  shall be  defended,  indemnified  and held  harmless  by the
         Company,  to the maximum extent  permitted by law, from and against any
         cost,  liability or expense imposed or incurred in connection with such
         persons taking or failing to take any action under the Plan.

         1.4 Eligibility.  The Committee may grant Options at any time, and from
time to time,  to such  employees,  including  or excluding  persons  previously
granted  Options,  as the  Committee  shall  determine  in its sole and absolute
discretion.  Options  granted  simultaneously  or at  different  times  need not
contain similar provisions.

         1.5  Shares  Subject  to Plan.  The  maximum  number of shares of Stock
subject to Options and Stock Appreciation Rights granted under the Plan shall be
450,000  shares,  subject to  adjustment  as provided in Section 1.7 below.  The
shares of Stock may be authorized but unissued shares or treasury shares. If any
outstanding Option expires or is terminated for any reason before the end of the
term for  this  Plan,  the  shares  of Stock  covered  by that  Option  shall be
available for Options subsequently granted under this Plan.

         1.6 Terms and  Conditions of Option.  Options  granted  pursuant to the
Plan shall be  authorized  by the Committee and shall be evidenced by agreements
in such  form as the  Committee  shall  approve  from  time to time,  including,
without limitation, the following:

                  (a) Option Price. The purchase price per share for Stock under
         each Option  shall be not less than one hundred  percent  (100%) of the
         Market Value of a share of the Stock as of the day  preceding  the date
         the Option is granted.

                                        2
(b) Time and Method of Payment. The Option Price shall be paid
         in full at the  time an  Option  is  exercised,  and may be paid (i) in
         cash,  (ii) by the  surrender  of shares of Stock owned by the Optionee
         having a Market  Value on the date of exercise  equal to the  aggregate
         Option Price,  (iii) or a combination  of (i) and (ii).  Promptly after
         the exercise of an Option and the payment of the full Option Price, the
         Optionee  shall be  entitled  to the  issuance  of a stock  certificate
         evidencing ownership of such Stock.

                  (c) Number of  Shares.   Each Option  shall  state  the  total
         number of shares of Stock to which it pertains.

                  (d) Option Period and Limitations on Exercise of Options.  The
         Committee  may, in its  discretion,  provide  that an Option may not be
         exercised  in  whole  or in part  for any  period  or  periods  of time
         specified in the Option Agreement.  Except as otherwise provided in the
         Option Agreement, an Option may be exercised in whole or in part at any
         time during its term. No Option may be exercised for a fractional share
         of Stock.

                  (e)  Termination  of Employment.  An Optionee's  Options shall
         terminate  as  provided  in the  pertinent  Option  Agreement  upon the
         termination of his or her employment by the Company; provided, however,
         the Committee may, in its discretion in any particular case, subsequent
         to the time of  granting of the Option  specify  that all or part of an
         Optionee's  Options may be exercisable  upon such  termination or for a
         certain  period  of  time  after  termination.   Without  limiting  the
         discretion of the Committee to devise  termination  procedures  that it
         deems appropriate in a given case, the Committee may follow one or more
         of the following policies:

                           (i)   to permit an Optionee to exercise  all  Options
                  that are exercisable as of the date of termination;

                           (ii)  to  accelerate  the  vesting  of any  nonvested
                  Option, in whole  or in  part, and  permit their  exercise  on
                  termination;

                           (iii) to permit an Optionee to exercise Options after
                  termination during the balance of their original term; or

                           (iv)  to  permit an  Optionee  who  dies  or  becomes
                  totally and permanently disabled while employed by the Company
                  to   exercise   (or   have   his  or  her   estate,   personal
                  representative  or  beneficiary  exercise)  Options during the
                  balance of the original term.

                  The decision of the Committee to permit any one or more of the
         foregoing  accelerations  or exercises may result in a Qualified Option
         being  treated  as a  Nonqualified  Option  for tax  purposes,  and the
         Company shall have no responsibility for any adverse tax consequence to
         the Optionee.

                                        3
(f) Nonassignability.  Options shall not be transferable other
         than by will or by the laws of descent and distribution,  and during an
         Optionee's  lifetime shall be  exercisable  only by the Optionee or his
         guardian  or legal  representative.  The  Company  may, in the event it
         deems the same desirable to assure  compliance with applicable  federal
         and state securities laws, legend any certificate  representing  shares
         issued  pursuant  to the  exercise  of any Option  with an  appropriate
         restrictive  legend  and  may  also  issue  appropriate  stop  transfer
         instructions to its transfer agent with respect to such shares.

         1.7 Effect of Change in Stock Subject to the Plan. The aggregate number
of shares of Stock  available for Options under the Plan,  the shares subject to
any  Option  and the  exercise  price  per share  shall  all be  proportionately
adjusted  for any  increase or decrease in the number of issued  shares of Stock
subsequent to the effective date of the Plan  resulting  from: (a) a subdivision
or consolidation of shares or any other capital adjustment; (b) the payment of a
stock  dividend;  or (c) other  increase or  decrease  in such  shares  effected
without  receipt of  consideration  by the Company.  If the Company shall be the
surviving corporation in any merger or consolidation,  any Option shall pertain,
apply, and relate to the securities to which a holder of the number of shares of
Stock  subject  to the  Option  would  have been  entitled  after the  merger or
consolidation.  Upon  dissolution or  liquidation  of the Company,  or as of the
effective  date for a merger or  consolidation  in which the  Company is not the
surviving  corporation,  all Options  outstanding under the Plan shall terminate
unless other provisions have been made in any outstanding Option Agreement.

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

                                   ARTICLE II
                             QUALIFIED STOCK OPTIONS

         2.1 Terms of  Qualified  Stock  Options.  Each  Qualified  Stock Option
granted under the Plan shall be exercisable during a term fixed by the Committee
that  shall  begin no sooner  than six (6) months and end no later than ten (10)
years after the date the Qualified Stock Option is granted.

         2.2  Limitations  on  Options.  The  aggregate  Market  Value  of Stock
(determined  at the time the Qualified  Stock Option is granted)  subject to the
Qualified  Stock  Options  granted to an  employee  under this Plan that  become
exercisable for the first time by such employee during any calendar year may not
exceed One Hundred Thousand Dollars ($100,000).

         2.3  Termination of Employment.  Subject to Section 1.6(e) above, if an
Optionee ceases to be employed by the Company his or her Qualified Stock Options
shall  terminate  immediately,   except  that  if  an  Optionee's  cessation  of
employment  by the  Company is a result of  retirement  with the  consent of the
Company, the Optionee may exercise outstanding  Qualified Stock Options that are
otherwise exercisable, at any time within three (3) months after the termination
of employment.  Subject to Section  1.6(e) above,  in the event an Optionee dies
while employed by the Company or

                                        4
within three (3) months  after  having  retired with the consent of the Company,
the Optionee's heirs or personal representative shall have the right to exercise
Qualified Stock Options to the same extent that the deceased Optionee had at the
date of death.

         2.4  Continued  Employment.  Whether  military,  government,  or  other
service or other leave of absence shall  constitute a termination  of employment
shall be  determined in each case by the  Committee at its  discretion,  and any
determination by the Committee shall be final and conclusive.

         2.5  Special  Rule  for  Ten  Percent  Shareholder.  If at  the  time a
Qualified Stock Option is granted,  the Optionee owns Stock possessing more than
ten percent (10%) of the total combined  voting power of all classes of stock of
the Company,  as determined using the applicable  attribution rules of the Code,
then the terms of the Option  shall  specify  that the Option  price shall be at
least one hundred ten percent (110%) of the Market Value of the Stock subject to
the Option and such Option shall not be exercisable after the expiration of five
(5) years from the date such Option is granted.

         2.6 Interpretation. In interpreting this Article II of the Plan and the
provisions of individual Option Agreements, the Committee and the Board shall be
governed by the principles and  requirements of the pertinent  provisions of the
Code and applicable Treasury Regulations.

                                   ARTICLE III
                           NONQUALIFIED STOCK OPTIONS

         3.1 Terms of  Nonqualified  Options.  Each  Nonqualified  Stock  Option
granted  under the Plan  shall be  exercisable  only  during a term fixed by the
Committee  at the time of grant,  not shorter than six (6) months and not longer
than ten (10) years following the date of grant.

         3.2  Termination  of Employment.  Subject to Section 1.6(e) above,  the
Committee in its discretion may provide such  limitations on the exercise of any
Nonqualified Stock Option after termination of employment as the Committee deems
prudent at the time of grant.

         3.3  Additional  Terms.  The  Committee  may add  additional  terms and
conditions to a Nonqualified Stock Option, including, but not limited to, a cash
award for any federal tax  liability  suffered  by the  Optionee  upon the grant
and/or exercise of a Nonqualified Stock Option.

                                       5
ARTICLE IV
                              ADDITIONAL PROVISIONS

         4.1 Shareholder  Approval.    The  Plan   shall  be  submitted  to  the
shareholders of the Company  for approval at the  first meeting of  shareholders
held subsequent to the adoption of the Plan.  If the shareholders of the Company
do not approve the Plan, the Plan shall terminate.

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

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

         4.4 No Rights As  Shareholder.  No Optionee  shall have any rights as a
shareholder  with  respect  to any share of Stock  subject  to his or her Option
prior to the date of  issuance of a  certificate  evidencing  ownership  of such
Stock,  and no  adjustment  will be made for dividends or other rights for which
the record date is prior to the date of the  certificate,  except as provided in
Section 1.7.

         4.5 Tax  Withholding.  The  exercise  of any  Option  under the Plan is
subject to the satisfaction of withholding tax or other withholding liabilities,
if any, under federal,  state,  and local laws in connection with such exercise.
The exercise of an Option shall not be effective unless  applicable  withholding
shall have been effected or obtained in the following manner.  Each Optionee may
satisfy any such  withholding tax obligation by any of the following means or by
a combination of such means:

                  (a)  Tendering a cash payment;

                  (b)  Authorizing  the  Company  to  withhold  from  the  Stock
         otherwise  issuable to the  Optionee as a result of the exercise of the
         stock  Option a number of shares of Stock  having a Market  Value as of
         the date that the  amount  of tax to be  withheld  is to be  determined
         ("Tax Date"),  which shall be the date of exercise of the Option,  less
         than or equal to the amount of the withholding obligation; or

                                       6
(c)  Delivering to the Company  unencumbered  shares of Stock,
         owned by the Optionee  prior to the date of  exercise,  having a Market
         Value,  as of the Tax  Date,  less  than or equal to the  amount of the
         withholding tax obligation.

An Optionee's  election to pay the withholding tax obligation by means of 4.5(b)
above must  either:  (i) be made at least six  months  prior to the Tax Date and
must be  irrevocable  for a period of at least six months prior to the Tax Date;
or (ii) the exercise of the Option must be effective during the period beginning
on the  third  business  day  following  the date of  release  of the  Company's
quarterly  or annual  summary  statement of sales and earnings and ending on the
twelfth business day following such date.

         4.6  Continued  Employment  Not  Presumed.  This Plan and any  document
describing  this Plan and the grant of any Option  hereunder  shall not give any
Optionee or other  employee a right to  continued  employment  by the Company or
affect the right of the Company to terminate  the  employment of any such person
with or without cause.

         4.7  Acceleration.  The  Board  shall  have  the  right,  in  its  sole
discretion, to direct the Committee to declare that all Options then outstanding
shall  become  immediately  exercisable,   notwithstanding  any  limitations  on
exercise  in  Option  Agreements,  if in the  opinion  of the  Board a change in
control of the Company is imminent.

         4.8 Effective Date; Duration.  The Plan became effective as of February
1, 1994,  and shall expire on January 31, 2004.  No Options may be granted under
the Plan after January 31, 2004, but Options  granted on or before that date may
be exercised  according to the terms of the Option Agreements and shall continue
to be governed by and interpreted consistent with the terms of this Plan

                                  CERTIFICATION

         The foregoing  Plan was amended by the Company's  Board of Directors on
May 24, 1996, subject to subsequent shareholder approval.

                                                       /s/ Robert D. Monk
                                                       Robert D. Monk, Secretary

MORAN\TRIPLES\N058.016

                                       7