As filed with the Securities and Exchange Commission on January 24, 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. Outside Director Stock Option Plan
                            (Full Title of the Plan)

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

(1)      Represents the number of shares of Common Stock authorized for issuance
         under the  Triple S Plastics, Inc.  Outside Director  Stock Option Plan
         (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>





                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


         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 of the Securities Act of 1933 and the Note to Part I of Form S-8.


                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

         The  Company's  Annual Report on Form 10-K for the year ended March 31,
1996, which has been filed by the Company with the Commission (File No. 0-23474)
is  incorporated  herein by  reference.  All other  reports filed by the Company
pursuant to Section  13(a) or 15(d) of the  Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act") since the end of the fiscal year  covered by the
foregoing Annual Report on Form 10-K are incorporated  herein by reference.  All
other reports or documents filed by the Company  pursuant to the requirements of
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, subsequent to the date
hereof and 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 herein and
to be a part hereof from the date of filing of such  reports or  documents.  Any
statement  contained in a document  incorporated  herein by  reference  shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a statement  contained  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

         The description of the Company's  Common Stock, the class of securities
offered pursuant to this Registration  Statement,  is contained in the Company's
Registration  Statement filed pursuant to Section 12 of the Exchange Act, and is
incorporated herein by reference, including any subsequent amendments or reports
filed for the purpose of updating that description.

Item 4.  Description of Securities

         The class of securities to be offered is registered under Section 12 of
the Exchange Act.

Item 5.  Interests of Named Experts and Counsel

         The financial  statements  and schedules  incorporated  by reference in
this  Registration  Statement have been audited by BDO Seidman LLP,  independent
public accountants, to the extent and for the periods set forth in their reports
incorporated  herein by reference,  and are incorporated herein in reliance upon
such report  given upon the  authority  of said firm as experts in auditing  and
accounting.

Item 6.  Indemnification of Directors and Officers.

         The Articles of Incorporation of the Company provide that its directors
and officers are required to be  indemnified  as of right to the fullest  extent
permitted  under the Michigan  Business  Corporation  Act ("MBCA") in connection
with any actual or threatened civil,  criminal,  administrative or investigative
action,  suit or proceeding (whether brought by or in the name of the Company, a
subsidiary or otherwise) in which a director or officer is a witness or which is
brought  against a director  or officer in his or her  capacity  as a  director,
officer,  employee,  agent or  fiduciary  of the Company or of any  corporation,
partnership,  joint venture,  trust,  employee  benefit plan or other enterprise
which the director or officer was serving at the request of the Company. Persons
who are not directors or officers of the Company may be similarly indemnified in
respect of said service to the extent authorized by the board of directors of

                                       S-1

<PAGE>



the  Company.  Under the MBCA,  directors,  officers,  employees  or agents  are
entitled to indemnification  against expenses (including attorney fees) whenever
they successfully defend legal proceedings brought against them by reason of the
fact that they hold such a position  with the  corporation.  In  addition,  with
respect  to  actions  not  brought  by or  in  the  right  of  the  corporation,
indemnification  is permitted  under the MBCA for expenses  (including  attorney
fees),  judgments,   fines,  penalties  and  reasonable  settlements  if  it  is
determined that the person seeking  indemnification acted in a good faith and in
a manner he or she  reasonably  believed  to be in and not  opposed  to the best
interest of the  corporation or its  shareholders  and, with respect to criminal
proceedings,  he or she had no  reasonable  cause  to  believe  that  his or her
conduct was unlawful.  With respect to actions brought by or in the right of the
corporation, indemnification is permitted under the MBCA for expenses (including
attorney fees) and reasonable  settlements,  if it is determined that the person
seeking indemnification acted in good faith and in a manner he or she reasonably
believed to be in and not opposed to the best interest of the corporation or its
shareholders;  provided, indemnification is not permitted if the person is found
liable to the  corporation,  unless  the  court in which the  action or suit was
brought has determined  that  indemnification  is fair and reasonable in view of
all the circumstances of the case.

         The MBCA and the Company's Articles of Incorporation also authorize the
Company to provide  indemnification  broader than that set forth in the MBCA and
the  Articles  of  Incorporation.  Pursuant to this  authority,  the Company has
entered  into  indemnification  agreements  with  each of its  directors,  which
provide a  contractually  enforceable  right of  indemnification  to the fullest
extent  permitted  by law  irrespective  of the kind of claim  or  outcome.  The
Company is not liable under the agreements where the claim involved  intentional
misconduct,  a knowing  violation of law or an improper  personal benefit to the
indemnitee, the claim involved certain unlawful disbursements of corporate funds
or other assets, the claim involved a violation of Section 16(b) of the Exchange
Act, or similar  provision  of state law or where  indemnification  is otherwise
prohibited by law.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         Reference  is made to the  Exhibit  Index  which  appears  on page  S-5
hereof.

Item 9.  Undertakings.

         The Company hereby undertakes:

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

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

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of the  Registration  Statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represents a fundamental change in the information set forth in the Registration
Statement;

                  (iii) To include any material  information with respect to the
plan of distribution not previously  disclosed in the Registration  Statement or
any material change to such information in the Registration Statement; provided,
however,  that  paragraphs  (1)(i) and (1)(ii) do not apply if the  Registration
Statement is on Form S-3 or Form S-8 and the information required to be included
in a  post-effective  amendment  by those  paragraphs  is  contained in periodic
reports  filed by the  Company  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.


                                       S-2

<PAGE>



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

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

         The Company hereby  undertakes  that,  for purposes of determining  any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant  to Section  13(a) or Section  15(d) of the  Exchange  Act (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d) of the  Exchange  Act) that is  incorporated  by reference in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

                                       S-3

<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 21st 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 21, 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                 David L. Stewart, Director
and 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-4

<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-4 hereof


Item 99           Triple S Plastics, Inc. Outside Director Stock Option Plan



                                       S-5

<PAGE>




                                                 January 23, 1997



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

            Re:      Registration Statement on Form S-8 Relating to the Triple S
                     Plastics, Inc. Outside Director 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
shares of the Company's common stock, no par value, for issuance pursuant to the
Company's Outside Director Stock Option Plan (the "Plan"), we have examined such
documents  and  questions of law we consider  necessary or  appropriate  for the
purpose of giving this opinion.  On the basis of such evaluation,  we advise you
that in our opinion the 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\103-1139



<PAGE>



                             TRIPLE S PLASTICS, INC.
                       OUTSIDE DIRECTOR STOCK OPTION PLAN


                                    ARTICLE I
                               GENERAL PROVISIONS

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

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

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

                  (b) "Company" means Triple S Plastics, Inc.

                  (c) "Market  Value" means the closing  sale price  reported in
         the Nasdaq Stock Market or, if such value is not available,  such other
         estimate of fair market value as the Board shall determine.

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

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

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

                  (g) "Plan" means this Triple S Plastics, Inc. Outside Director
         Stock Option Plan.

                  (h) "Shares" means the shares of  common stock of the Company.

         1.3  Administration.   The Plan shall be administered by the Board, and
its interpretation and construction of any provision of the Plan shall  be final
and binding.  Each person who is or shall have been a member of the Board  shall
be defended, indemnified, and

                                   Exhibit 99

<PAGE>


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 Shares  Subject to Plan.  The maximum  number of Shares  subject to
options granted under the Plan shall be 150,000 Shares, subject to adjustment as
provided in Section 3.1 below.  The Shares 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  covered by that
option shall be available for options subsequently granted under this Plan.

         1.5  Eligibility;  Grant of Options.  Only Outside  Directors  shall be
eligible to receive options under this Plan. Outside Directors who are incumbent
directors  at the time this  Plan is  proposed  for  approval  by the  Company's
shareholders  and  who  continue  in  office  as  directors  subsequent  to that
shareholder  approval shall be granted  initial  options to acquire 3,000 Shares
each,  effective  as of the date  shareholders  approve  the  Plan.  Thereafter,
effective as of the date of each annual meeting of  shareholders of the Company,
each Outside  Director who continues in office as a director  subsequent to that
meeting shall be granted an option to acquire 3,000 Shares. Any Outside Director
who is elected as a director by the Board, shall be granted an option to acquire
that number of Shares  that is equal to 3,000  Shares  multiplied  by a fraction
that is equal to 365 minus the number of days that have  elapsed  since the last
annual meeting of shareholders,  and dividing that difference by 365; the result
shall be rounded to the nearest whole share.

                                   ARTICLE II
                               OPTIONS AND RIGHTS

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

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

                  (a)   Options Non-Transferable.  Each option granted under the
         Plan by its terms shall not be  transferable by the Optionee  otherwise
         than by will, or by the laws of  descent and distribution, and shall be
         exercised during the lifetime of the Optionee only by  him or her.   No
         option or interest therein may be  transferred,  assigned,  pledged  or
         hypothecated by the Optionee during his

                                        2

<PAGE>



         or her lifetime,  whether by operation of law or otherwise,  or be made
         subject to execution, attachment or similar process.

                  (b)  Period  of  Option.  Options  shall  terminate  upon  the
         expiration of ten (10) years from the date upon which such options were
         granted (subject to prior termination as hereinafter provided).

                  (c) Exercise of Options.  Options may be exercised, in full or
         in part,  only by giving  written  notice to the  Company,  stating the
         number of Shares with  respect to which the option is being  exercised,
         accompanied  by payment in full for such Shares,  which  payment may be
         made,  in whole or in part,  in cash,  in Shares  already  owned by the
         Optionee,  valued  at  Market  Value  as of the date of the  notice  of
         exercise,  or by the surrender of option rights hereunder valued at the
         difference between the Option Price and Market Value for the underlying
         Shares; provided,  however, that (i) there shall be no such exercise at
         any one time as to fewer than one hundred  (100)  Shares,  unless fewer
         than one hundred (100) Shares  remain to be purchased  under the option
         being exercised,  and (ii) options may not be exercised for a period of
         six (6) months after the date of grant.

                  (d) Death of Director.  Any option  granted an Optionee  under
         the  Plan  and  outstanding  on the  date  of his or her  death  may be
         exercised by the personal representative of the Optionee's estate or by
         the person or persons to whom the option is transferred pursuant to the
         Optionee's  will  or  in  accordance  with  the  laws  of  descent  and
         distribution,  at any time prior to the  specified  expiration  date of
         such option or the first anniversary of the Optionee's death, whichever
         is the first to occur.  Upon the  occurrence of the earlier such event,
         the option shall then terminate.

         2.3      Option Price.  The Option  Price for an option  granted  under
the Plan shall be the Market Value of the Shares  covered  by the option  on the
last business day before the day the option is granted.

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



                                       3
<PAGE>



                                   ARTICLE III
                              ADDITIONAL PROVISIONS

         3.1 Effect of Change in Stock Subject to the Plan. The aggregate number
of Shares available for options under the Plan, the Shares subject to any option
and the exercise price per share all shall be  proportionately  adjusted for any
increase or decrease in the number of issued Shares  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  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.

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

         3.3 Amendments. The Board may discontinue the Plan at any time, and may
amend it from time to time, 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.

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


                                        4

<PAGE>


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

         3.6 Governing Law. The Plan and  determinations  made and actions taken
pursuant  to the Plan  shall be  governed  by,  interpreted,  and  construed  in
accordance  with the laws of the state of Michigan,  and the state courts seated
in  Kalamazoo  County,  Michigan  and the  federal  court  seated in the Western
District of Michigan shall have exclusive jurisdiction and venue with respect to
any  litigation  of  disputes  arising  out of the Plan,  or relating to options
granted pursuant to the Plan.

         3.7 Effective Date;  Duration.  The Plan shall become effective at such
time as it is approved by the shareholders of the Company, and it shall continue
in effect  until the tenth  anniversary  of the date the Plan was adopted by the
Board. Options granted on or before the termination of the Plan may be exercised
according  to the terms of the option  agreements  governing  those  options and
shall continue to be governed by and  interpreted  consistent  with the terms of
this Plan.

                                  CERTIFICATION

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


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






MORAN\TRIPLES\N055.016

                                        5

<PAGE>
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{"company-data": {"conformed-name": "TRIPLE S PLASTICS INC", "cik": "0000918642", "assigned-sic": "3089", "irs-number": "381895876", "state-of-incorporation": "MI", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20365", "film-number": "97510390"}, "business-address": {"street1": "14320 S PORTAGE RD", "street2": "P O BOX E", "city": "VICKSBURG", "state": "MI", "zip": "49097-0905", "phone": "6166490545"}, "mail-address": {"street1": "14320 S PORTAGE RD", "street2": "P.O. BOX E", "city": "VICKSBURG", "state": "MI", "zip": "49097-0905"}}
As filed with the Securities and Exchange Commission on January 24, 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. Outside Director Stock Option Plan
                            (Full Title of the Plan)

                     (Nameand 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 Maximum          Proposed Maximum             Amount of
Securities             Registered            Offering Price          Aggregate Offering        Registration Fee
to be Registered                              Per Share (2)               Price (2)
Common Stock
(No Par Value)      150,000 shares (1)           $6.6875                 $1,003,125                 $200.63
(1)      Represents the number of shares of Common Stock authorized for issuance
         under the  Triple S Plastics, Inc.  Outside Director  Stock Option Plan
         (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.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         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 of the Securities Act of 1933 and the Note to Part I of Form S-8.

                                     PART II
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The  Company's  Annual Report on Form 10-K for the year ended March 31,
1996, which has been filed by the Company with the Commission (File No. 0-23474)
is  incorporated  herein by  reference.  All other  reports filed by the Company
pursuant to Section  13(a) or 15(d) of the  Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act") since the end of the fiscal year  covered by the
foregoing Annual Report on Form 10-K are incorporated  herein by reference.  All
other reports or documents filed by the Company  pursuant to the requirements of
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, subsequent to the date
hereof and 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 herein and
to be a part hereof from the date of filing of such  reports or  documents.  Any
statement  contained in a document  incorporated  herein by  reference  shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a statement  contained  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

         The description of the Company's  Common Stock, the class of securities
offered pursuant to this Registration  Statement,  is contained in the Company's
Registration  Statement filed pursuant to Section 12 of the Exchange Act, and is
incorporated herein by reference, including any subsequent amendments or reports
filed for the purpose of updating that description.

Item 4.  Description of Securities

         The class of securities to be offered is registered under Section 12 of
the Exchange Act.

Item 5.  Interests of Named Experts and Counsel

         The financial  statements  and schedules  incorporated  by reference in
this  Registration  Statement have been audited by BDO Seidman LLP,  independent
public accountants, to the extent and for the periods set forth in their reports
incorporated  herein by reference,  and are incorporated herein in reliance upon
such report  given upon the  authority  of said firm as experts in auditing  and
accounting.

Item 6.  Indemnification of Directors and Officers.

         The Articles of Incorporation of the Company provide that its directors
and officers are required to be  indemnified  as of right to the fullest  extent
permitted  under the Michigan  Business  Corporation  Act ("MBCA") in connection
with any actual or threatened civil,  criminal,  administrative or investigative
action,  suit or proceeding (whether brought by or in the name of the Company, a
subsidiary or otherwise) in which a director or officer is a witness or which is
brought  against a director  or officer in his or her  capacity  as a  director,
officer,  employee,  agent or  fiduciary  of the Company or of any  corporation,
partnership,  joint venture,  trust,  employee  benefit plan or other enterprise
which the director or officer was serving at the request of the Company. Persons
who are not directors or officers of the Company may be similarly indemnified in
respect of said service to the extent authorized by the board of directors of

                                       S-1
the  Company.  Under the MBCA,  directors,  officers,  employees  or agents  are
entitled to indemnification  against expenses (including attorney fees) whenever
they successfully defend legal proceedings brought against them by reason of the
fact that they hold such a position  with the  corporation.  In  addition,  with
respect  to  actions  not  brought  by or  in  the  right  of  the  corporation,
indemnification  is permitted  under the MBCA for expenses  (including  attorney
fees),  judgments,   fines,  penalties  and  reasonable  settlements  if  it  is
determined that the person seeking  indemnification acted in a good faith and in
a manner he or she  reasonably  believed  to be in and not  opposed  to the best
interest of the  corporation or its  shareholders  and, with respect to criminal
proceedings,  he or she had no  reasonable  cause  to  believe  that  his or her
conduct was unlawful.  With respect to actions brought by or in the right of the
corporation, indemnification is permitted under the MBCA for expenses (including
attorney fees) and reasonable  settlements,  if it is determined that the person
seeking indemnification acted in good faith and in a manner he or she reasonably
believed to be in and not opposed to the best interest of the corporation or its
shareholders;  provided, indemnification is not permitted if the person is found
liable to the  corporation,  unless  the  court in which the  action or suit was
brought has determined  that  indemnification  is fair and reasonable in view of
all the circumstances of the case.

         The MBCA and the Company's Articles of Incorporation also authorize the
Company to provide  indemnification  broader than that set forth in the MBCA and
the  Articles  of  Incorporation.  Pursuant to this  authority,  the Company has
entered  into  indemnification  agreements  with  each of its  directors,  which
provide a  contractually  enforceable  right of  indemnification  to the fullest
extent  permitted  by law  irrespective  of the kind of claim  or  outcome.  The
Company is not liable under the agreements where the claim involved  intentional
misconduct,  a knowing  violation of law or an improper  personal benefit to the
indemnitee, the claim involved certain unlawful disbursements of corporate funds
or other assets, the claim involved a violation of Section 16(b) of the Exchange
Act, or similar  provision  of state law or where  indemnification  is otherwise
prohibited by law.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         Reference  is made to the  Exhibit  Index  which  appears  on page  S-5
hereof.

Item 9.  Undertakings.

         The Company hereby undertakes:

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

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

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of the  Registration  Statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represents a fundamental change in the information set forth in the Registration
Statement;

                  (iii) To include any material  information with respect to the
plan of distribution not previously  disclosed in the Registration  Statement or
any material change to such information in the Registration Statement; provided,
however,  that  paragraphs  (1)(i) and (1)(ii) do not apply if the  Registration
Statement is on Form S-3 or Form S-8 and the information required to be included
in a  post-effective  amendment  by those  paragraphs  is  contained in periodic
reports  filed by the  Company  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

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

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

         The Company hereby  undertakes  that,  for purposes of determining  any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant  to Section  13(a) or Section  15(d) of the  Exchange  Act (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d) of the  Exchange  Act) that is  incorporated  by reference in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

                                       S-3
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 21st 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 21, 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                 David L. Stewart, Director
and 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-4
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-4 hereof

Item 99           Triple S Plastics, Inc. Outside Director Stock Option Plan

                                       S-5
January 23, 1997

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

            Re:      Registration Statement on Form S-8 Relating to the Triple S
                     Plastics, Inc. Outside Director 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
shares of the Company's common stock, no par value, for issuance pursuant to the
Company's Outside Director Stock Option Plan (the "Plan"), we have examined such
documents  and  questions of law we consider  necessary or  appropriate  for the
purpose of giving this opinion.  On the basis of such evaluation,  we advise you
that in our opinion the 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\103-1139
TRIPLE S PLASTICS, INC.
                       OUTSIDE DIRECTOR STOCK OPTION PLAN

                                    ARTICLE I
                               GENERAL PROVISIONS

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

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

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

                  (b) "Company" means Triple S Plastics, Inc.

                  (c) "Market  Value" means the closing  sale price  reported in
         the Nasdaq Stock Market or, if such value is not available,  such other
         estimate of fair market value as the Board shall determine.

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

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

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

                  (g) "Plan" means this Triple S Plastics, Inc. Outside Director
         Stock Option Plan.

                  (h) "Shares" means the shares of  common stock of the Company.

         1.3  Administration.   The Plan shall be administered by the Board, and
its interpretation and construction of any provision of the Plan shall  be final
and binding.  Each person who is or shall have been a member of the Board  shall
be defended, indemnified, and

                                   Exhibit 99
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 Shares  Subject to Plan.  The maximum  number of Shares  subject to
options granted under the Plan shall be 150,000 Shares, subject to adjustment as
provided in Section 3.1 below.  The Shares 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  covered by that
option shall be available for options subsequently granted under this Plan.

         1.5  Eligibility;  Grant of Options.  Only Outside  Directors  shall be
eligible to receive options under this Plan. Outside Directors who are incumbent
directors  at the time this  Plan is  proposed  for  approval  by the  Company's
shareholders  and  who  continue  in  office  as  directors  subsequent  to that
shareholder  approval shall be granted  initial  options to acquire 3,000 Shares
each,  effective  as of the date  shareholders  approve  the  Plan.  Thereafter,
effective as of the date of each annual meeting of  shareholders of the Company,
each Outside  Director who continues in office as a director  subsequent to that
meeting shall be granted an option to acquire 3,000 Shares. Any Outside Director
who is elected as a director by the Board, shall be granted an option to acquire
that number of Shares  that is equal to 3,000  Shares  multiplied  by a fraction
that is equal to 365 minus the number of days that have  elapsed  since the last
annual meeting of shareholders,  and dividing that difference by 365; the result
shall be rounded to the nearest whole share.

                                   ARTICLE II
                               OPTIONS AND RIGHTS

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

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

                  (a)   Options Non-Transferable.  Each option granted under the
         Plan by its terms shall not be  transferable by the Optionee  otherwise
         than by will, or by the laws of  descent and distribution, and shall be
         exercised during the lifetime of the Optionee only by  him or her.   No
         option or interest therein may be  transferred,  assigned,  pledged  or
         hypothecated by the Optionee during his

                                        2
or her lifetime,  whether by operation of law or otherwise,  or be made
         subject to execution, attachment or similar process.

                  (b)  Period  of  Option.  Options  shall  terminate  upon  the
         expiration of ten (10) years from the date upon which such options were
         granted (subject to prior termination as hereinafter provided).

                  (c) Exercise of Options.  Options may be exercised, in full or
         in part,  only by giving  written  notice to the  Company,  stating the
         number of Shares with  respect to which the option is being  exercised,
         accompanied  by payment in full for such Shares,  which  payment may be
         made,  in whole or in part,  in cash,  in Shares  already  owned by the
         Optionee,  valued  at  Market  Value  as of the date of the  notice  of
         exercise,  or by the surrender of option rights hereunder valued at the
         difference between the Option Price and Market Value for the underlying
         Shares; provided,  however, that (i) there shall be no such exercise at
         any one time as to fewer than one hundred  (100)  Shares,  unless fewer
         than one hundred (100) Shares  remain to be purchased  under the option
         being exercised,  and (ii) options may not be exercised for a period of
         six (6) months after the date of grant.

                  (d) Death of Director.  Any option  granted an Optionee  under
         the  Plan  and  outstanding  on the  date  of his or her  death  may be
         exercised by the personal representative of the Optionee's estate or by
         the person or persons to whom the option is transferred pursuant to the
         Optionee's  will  or  in  accordance  with  the  laws  of  descent  and
         distribution,  at any time prior to the  specified  expiration  date of
         such option or the first anniversary of the Optionee's death, whichever
         is the first to occur.  Upon the  occurrence of the earlier such event,
         the option shall then terminate.

         2.3      Option Price.  The Option  Price for an option  granted  under
the Plan shall be the Market Value of the Shares  covered  by the option  on the
last business day before the day the option is granted.

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

                                       3
ARTICLE III
                              ADDITIONAL PROVISIONS

         3.1 Effect of Change in Stock Subject to the Plan. The aggregate number
of Shares available for options under the Plan, the Shares subject to any option
and the exercise price per share all shall be  proportionately  adjusted for any
increase or decrease in the number of issued Shares  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  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.

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

         3.3 Amendments. The Board may discontinue the Plan at any time, and may
amend it from time to time, 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.

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

                                        4
3.5 Withholding.  Whenever the Company proposes or is required to issue
or transfer  Shares under the Plan,  the Company shall have the right to require
the  Optionee  to remit to the  Company  an amount  sufficient  to  satisfy  any
federal,  state or local  withholding tax liability prior to the delivery of any
certificate or certificates for such Shares.

         3.6 Governing Law. The Plan and  determinations  made and actions taken
pursuant  to the Plan  shall be  governed  by,  interpreted,  and  construed  in
accordance  with the laws of the state of Michigan,  and the state courts seated
in  Kalamazoo  County,  Michigan  and the  federal  court  seated in the Western
District of Michigan shall have exclusive jurisdiction and venue with respect to
any  litigation  of  disputes  arising  out of the Plan,  or relating to options
granted pursuant to the Plan.

         3.7 Effective Date;  Duration.  The Plan shall become effective at such
time as it is approved by the shareholders of the Company, and it shall continue
in effect  until the tenth  anniversary  of the date the Plan was adopted by the
Board. Options granted on or before the termination of the Plan may be exercised
according  to the terms of the option  agreements  governing  those  options and
shall continue to be governed by and  interpreted  consistent  with the terms of
this Plan.

                                  CERTIFICATION

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

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

MORAN\TRIPLES\N055.016

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