<PAGE>

       As filed with the Securities and Exchange Commission on April 16, 1997.
                                                           Registration No. 333-
--------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

                                FIBREBOARD CORPORATION
                (Exact name of registrant as specified in its charter)

         Delaware                                     94-0751580
(State or other jurisdiction of        (I.R.S. Employer Identification No.)
incorporation or organization)

       Texas Commerce Tower
    2200 Ross Ave., Suite 3600
          Dallas, Texas                                  75201
(Address of Principal Executive Offices)              (Zip Code)

                          FIBREBOARD 401(K) RETIREMENT PLAN
                               (Full title of the plan)

            GAROLD E. SWAN                             Copy to:
         Vice President, Finance               DONALD F. McALEENEN, ESQ.
          Fibreboard Corporation                  Fibreboard Corporation
           Texas Commerce Tower                    Texas Commerce Tower
       2200 Ross Avenue, Suite 3600            2200 Ross Avenue, Suite 3600
            Dallas, TX 75201                        Dallas, TX 75201
             (214) 954-9500                          (214) 954-9500
   (Name, address and telephone number,
including area code, of agent for service)


                           CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------
                                          Proposed            Proposed Maximum         Amount of
Title of Securities   Amount to Be     Maximum Offering      Aggregate Offering     Registration
to Be Registered     Registered(2)     Price per Share(3)         Price(3)               Fee(4)
---------------------------------------------------------------------------------------------------
<S>                  <C>                <C>                   <C>                    <C>
Common Stock,       100,000 shares                    $34.65              $3,456,250          $1047.35
$0.01 par value(1)
---------------------------------------------------------------------------------------------------

</TABLE>

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    Registration Statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the employee benefit plan described herein.
(2) Estimated solely for the purpose of calculating the registration fee on the
    basis of the average of the high and low prices as reported on the American
    Stock Exchange on April 14, 1997.
(3) The Registration Fee has been calculated pursuant to Rule 457(h).

                           -------------------------------
    The Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933.

--------------------------------------------------------------------------------

<PAGE>

                                        PART I

                 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


ITEM 1.  PLAN INFORMATION.*



ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*


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


                                          1.

<PAGE>

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

    The following documents, filed with the Securities and Exchange Commission
(the "Commission") by the Registrant, are hereby incorporated by reference in
this Registration Statement:

    (i)  The Registrant's Annual Report filed with the Commission on March 27,
         1997 on Form 10-K for the fiscal year ended December 31, 1996, as
         amended;

    (ii) The information with regard to the Registrant's capital stock
         contained in the Registrant's Registration Statement on Form 10, filed
         with the Commission pursuant to section 12 of the Securities Exchange
         Act of 1934, including any subsequent amendment or report filed for
         the purpose of updating such information.

In addition, all documents subsequently filed by the Registrant pursuant to
sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
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.


ITEM 4.  DESCRIPTION OF SECURITIES.

    Not Applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not Applicable.


ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

    Section 145 of the Delaware General Corporation Law (the "Delaware GCL")
permits the Registrant to indemnify any person against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any threatened, pending or
completed action, suit or proceeding in which such person is made a party by
reason of his being or having been a director, officer, employee or agent of
such company, in terms sufficiently broad to


                                          2.


<PAGE>

permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the Securities
Act. The statute provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be entitled
under any by-law, agreement, vote of stockholders or disinterested directors, or
otherwise.

    Article Tenth of the Registrant's Certificate of Incorporation, as amended,
provides for the indemnification of its directors, officers and their
representatives to the maximum extent permitted by the Delaware General
Corporation Law. The Registrant has also entered into separate indemnification
agreements with its directors and officers that will require the Registrant,
among other things, to indemnify them against certain liabilities that may arise
by reason of their status or service as directors or officers to the fullest
extent permitted by law.

    The directors and officers of the Registrant have a policy of insurance
under which they are insured, within limits and subject to limitations, against
certain expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities which might be imposed as a result of such
actions, suits or proceedings, in which they are parties by reason of their
being or having been directors or officers of the Registrant.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not Applicable.


ITEM 8.  EXHIBITS.

    NUMBER    EXHIBIT
    ------    -------
    4.1       Fibreboard 401(k) Retirement Plan, as amended to include the
              Fibreboard Common Stock Fund

    5.1       Opinion of Brobeck, Phleger & Harrison LLP

    23.1      Consent of Independent Accountants

    23.2      Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit
              5.1)

    24.1      Power of Attorney (included on pages 7-8 of the Registration
              Statement)

    The undersigned Registrant hereby undertakes that it will submit the 401(k)
Retirement Plan, as amended to include the Fibreboard Common Stock Fund, to the
Internal Revenue Service (the "IRS") in a timely manner and has or will make all


                                          3.


<PAGE>

changes required by the IRS in order to qualify the plan under Internal Revenue
Code Section 401.

ITEM 9.    UNDERTAKINGS.

    (a)  The undersigned Registrant hereby undertakes:

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

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

              (ii)  To reflect in the prospectus any facts or events arising
    after the effective date of this Registration Statement (or the most recent
    post-effective amendment thereof) which, individually or in the aggregate,
    represent a fundamental change in the information set forth in this
    Registration Statement. Notwithstanding the foregoing, any increase or
    decrease in volume of securities offered (if the total dollar value of
    securities offered would not exceed that which was registered) and any
    deviation from the low or high end of the estimated maximum offering range
    may be reflected in the form of prospectus filed with the Commission
    pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
    price represent no more than a 20% change in the maximum aggregate offering
    price set forth in the "Calculation of Registration Fee" table in the
    effective registration statement.

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

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

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

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


                                          4.


<PAGE>


    (b)  The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in this 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.

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


                                          5.


<PAGE>

                                      SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the 
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 Dallas, State of Texas, on this 14 
day of April, 1997.

                                       FIBREBOARD CORPORATION



                                       By   /s/ JOHN D. ROACH
                                         -------------------------------------
                                                 John D. Roach
                                       Chairman, President and Chief Executive
                                       Officer



                                       By   /s/ GAROLD E. SWAN
                                         -------------------------------------
                                                 Garold E. Swan
                                       Vice President, Finance
                                       (Principal Financial and Accounting
                                       Officer)


                                          6.


<PAGE>

                                  POWER OF ATTORNEY


    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John D. Roach and Garold E. Swan, and each of
them, his true and lawful attorneys-in-fact and agents, each 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 exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that each of
said attorneys-in-fact and agents or his substitute or substitutes may lawfully
do or cause to be done by virtue hereof.

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

    SIGNATURE                     TITLE                         DATE


/s/ JOHN D. ROACH            Chairman, President and Chief    April 14, 1997
-------------------------    Executive Officer (Principal
John D. Roach                Executive Officer)

/s/ GAROLD E. SWAN           Vice President, Finance          April 14, 1997
-------------------------    (Principal Financial and
Garold E. Swan               Accounting Officer)

/s/ PHILIP R. BOGUE          Director                         April 14, 1997
-------------------------
Philip R. Bogue

/s/ WILLIAM D.EBERLE         Director                         April 14, 1997
-------------------------
William D. Eberle

/s/ GEORGE B. JAMES          Director                         April 14, 1997
-------------------------
George B. James


                                          7.


<PAGE>

/s/ JOHN W.KOEBERER          Director                         April 14, 1997
--------------------------
John W. Koeberer

/s/ DONALD K. MILLER         Director                         April 14, 1997
--------------------------
Donald K. Miller

    PLAN.     Pursuant to the requirements of the Securities Act of 1933, as 
amended, the Fibreboard 401(k) Retirement Plan has caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Dallas, State of Texas, on this 14 day of April, 
1997.

                                       FIBREBOARD 401(k) RETIREMENT PLAN

                                       By: /s/ Garold E. Swan
                                          ------------------------------------
                                       Garold E. Swan, Chair, 
                                       Retirement Committee


                                          8.


<PAGE>

                                  INDEX TO EXHIBITS

EXHIBIT
NUMBER   EXHIBIT
-------   -------

4.1      Fibreboard 401(k) Retirement Plan, as amended to include the
         Fibreboard Common Stock Fund.

5.1      Opinion of Brobeck, Phleger & Harrison LLP

23.1     Consent of Independent Accountants

23.2     Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1)

24.1     Power of Attorney (included on pages 7-8 of the Registration
         Statement)


                                          9.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17525}]
{"company-data": {"conformed-name": "FIBREBOARD CORP /DE", "cik": "0000833053", "assigned-sic": "2421", "irs-number": "940751580", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25305", "film-number": "97582339"}, "business-address": {"street1": "2121 NORTH CALIFORNIA BLVD STE 560", "city": "WALNUT CREEK", "state": "CA", "zip": "94596", "phone": "5102740700"}, "mail-address": {"street1": "2121 N CALIFORNIA BLVD", "street2": "SUITE 560", "city": "WALNUT CREEK", "state": "CA", "zip": "94596"}}
As filed with the Securities and Exchange Commission on April 16, 1997.
                                                           Registration No. 333-
--------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

                                FIBREBOARD CORPORATION
                (Exact name of registrant as specified in its charter)

         Delaware                                     94-0751580
(State or other jurisdiction of        (I.R.S. Employer Identification No.)
incorporation or organization)

       Texas Commerce Tower
    2200 Ross Ave., Suite 3600
          Dallas, Texas                                  75201
(Address of Principal Executive Offices)              (Zip Code)

                          FIBREBOARD 401(K) RETIREMENT PLAN
                               (Full title of the plan)

            GAROLD E. SWAN                             Copy to:
         Vice President, Finance               DONALD F. McALEENEN, ESQ.
          Fibreboard Corporation                  Fibreboard Corporation
           Texas Commerce Tower                    Texas Commerce Tower
       2200 Ross Avenue, Suite 3600            2200 Ross Avenue, Suite 3600
            Dallas, TX 75201                        Dallas, TX 75201
             (214) 954-9500                          (214) 954-9500
   (Name, address and telephone number,
including area code, of agent for service)

                           CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------
                                          Proposed            Proposed Maximum         Amount of
Title of Securities   Amount to Be     Maximum Offering      Aggregate Offering     Registration
to Be Registered     Registered(2)     Price per Share(3)         Price(3)               Fee(4)
---------------------------------------------------------------------------------------------------
Common Stock,       100,000 shares                    $34.65              $3,456,250          $1047.35
$0.01 par value(1)
---------------------------------------------------------------------------------------------------
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    Registration Statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the employee benefit plan described herein.
(2) Estimated solely for the purpose of calculating the registration fee on the
    basis of the average of the high and low prices as reported on the American
    Stock Exchange on April 14, 1997.
(3) The Registration Fee has been calculated pursuant to Rule 457(h).

                           -------------------------------
    The Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933.

--------------------------------------------------------------------------------
PART I

                 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

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

                                          1.
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

    The following documents, filed with the Securities and Exchange Commission
(the "Commission") by the Registrant, are hereby incorporated by reference in
this Registration Statement:

    (i)  The Registrant's Annual Report filed with the Commission on March 27,
         1997 on Form 10-K for the fiscal year ended December 31, 1996, as
         amended;

    (ii) The information with regard to the Registrant's capital stock
         contained in the Registrant's Registration Statement on Form 10, filed
         with the Commission pursuant to section 12 of the Securities Exchange
         Act of 1934, including any subsequent amendment or report filed for
         the purpose of updating such information.

In addition, all documents subsequently filed by the Registrant pursuant to
sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
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.

ITEM 4.  DESCRIPTION OF SECURITIES.

    Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not Applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

    Section 145 of the Delaware General Corporation Law (the "Delaware GCL")
permits the Registrant to indemnify any person against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any threatened, pending or
completed action, suit or proceeding in which such person is made a party by
reason of his being or having been a director, officer, employee or agent of
such company, in terms sufficiently broad to

                                          2.
permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the Securities
Act. The statute provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be entitled
under any by-law, agreement, vote of stockholders or disinterested directors, or
otherwise.

    Article Tenth of the Registrant's Certificate of Incorporation, as amended,
provides for the indemnification of its directors, officers and their
representatives to the maximum extent permitted by the Delaware General
Corporation Law. The Registrant has also entered into separate indemnification
agreements with its directors and officers that will require the Registrant,
among other things, to indemnify them against certain liabilities that may arise
by reason of their status or service as directors or officers to the fullest
extent permitted by law.

    The directors and officers of the Registrant have a policy of insurance
under which they are insured, within limits and subject to limitations, against
certain expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities which might be imposed as a result of such
actions, suits or proceedings, in which they are parties by reason of their
being or having been directors or officers of the Registrant.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not Applicable.

ITEM 8.  EXHIBITS.

    NUMBER    EXHIBIT
    ------    -------
    4.1       Fibreboard 401(k) Retirement Plan, as amended to include the
              Fibreboard Common Stock Fund

    5.1       Opinion of Brobeck, Phleger & Harrison LLP

    23.1      Consent of Independent Accountants

    23.2      Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit
              5.1)

    24.1      Power of Attorney (included on pages 7-8 of the Registration
              Statement)

    The undersigned Registrant hereby undertakes that it will submit the 401(k)
Retirement Plan, as amended to include the Fibreboard Common Stock Fund, to the
Internal Revenue Service (the "IRS") in a timely manner and has or will make all

                                          3.
changes required by the IRS in order to qualify the plan under Internal Revenue
Code Section 401.

ITEM 9.    UNDERTAKINGS.

    (a)  The undersigned Registrant hereby undertakes:

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

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

              (ii)  To reflect in the prospectus any facts or events arising
    after the effective date of this Registration Statement (or the most recent
    post-effective amendment thereof) which, individually or in the aggregate,
    represent a fundamental change in the information set forth in this
    Registration Statement. Notwithstanding the foregoing, any increase or
    decrease in volume of securities offered (if the total dollar value of
    securities offered would not exceed that which was registered) and any
    deviation from the low or high end of the estimated maximum offering range
    may be reflected in the form of prospectus filed with the Commission
    pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
    price represent no more than a 20% change in the maximum aggregate offering
    price set forth in the "Calculation of Registration Fee" table in the
    effective registration statement.

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

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

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

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

                                          4.
(b)  The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in this 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.

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

                                          5.
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the 
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 Dallas, State of Texas, on this 14 
day of April, 1997.

                                       FIBREBOARD CORPORATION

                                       By   /s/ JOHN D. ROACH
                                         -------------------------------------
                                                 John D. Roach
                                       Chairman, President and Chief Executive
                                       Officer

                                       By   /s/ GAROLD E. SWAN
                                         -------------------------------------
                                                 Garold E. Swan
                                       Vice President, Finance
                                       (Principal Financial and Accounting
                                       Officer)

                                          6.
POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John D. Roach and Garold E. Swan, and each of
them, his true and lawful attorneys-in-fact and agents, each 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 exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that each of
said attorneys-in-fact and agents or his substitute or substitutes may lawfully
do or cause to be done by virtue hereof.

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

    SIGNATURE                     TITLE                         DATE

/s/ JOHN D. ROACH            Chairman, President and Chief    April 14, 1997
-------------------------    Executive Officer (Principal
John D. Roach                Executive Officer)

/s/ GAROLD E. SWAN           Vice President, Finance          April 14, 1997
-------------------------    (Principal Financial and
Garold E. Swan               Accounting Officer)

/s/ PHILIP R. BOGUE          Director                         April 14, 1997
-------------------------
Philip R. Bogue

/s/ WILLIAM D.EBERLE         Director                         April 14, 1997
-------------------------
William D. Eberle

/s/ GEORGE B. JAMES          Director                         April 14, 1997
-------------------------
George B. James

                                          7.
/s/ JOHN W.KOEBERER          Director                         April 14, 1997
--------------------------
John W. Koeberer

/s/ DONALD K. MILLER         Director                         April 14, 1997
--------------------------
Donald K. Miller

    PLAN.     Pursuant to the requirements of the Securities Act of 1933, as 
amended, the Fibreboard 401(k) Retirement Plan has caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Dallas, State of Texas, on this 14 day of April, 
1997.

                                       FIBREBOARD 401(k) RETIREMENT PLAN

                                       By: /s/ Garold E. Swan
                                          ------------------------------------
                                       Garold E. Swan, Chair, 
                                       Retirement Committee

                                          8.
INDEX TO EXHIBITS

EXHIBIT
NUMBER   EXHIBIT
-------   -------

4.1      Fibreboard 401(k) Retirement Plan, as amended to include the
         Fibreboard Common Stock Fund.

5.1      Opinion of Brobeck, Phleger & Harrison LLP

23.1     Consent of Independent Accountants

23.2     Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1)

24.1     Power of Attorney (included on pages 7-8 of the Registration
         Statement)

                                          9.