As filed with the Securities and Exchange Commission on March 24, 1998 
                                                     Registration No. 33-69682 
============================================================================== 
 
                    SECURITIES AND EXCHANGE COMMISSION 
                         Washington, D.C. 20549 
                    ---------------------------------- 
 
                               FORM S-8 
                         REGISTRATION STATEMENT 
                                UNDER 
                       THE SECURITIES ACT OF 1933 
                     --------------------------------- 
 
                         Triangle Pacific Corp. 
              (Exact name of Registrant as specified in its charter) 
 
              Delaware                               94-2998971 
(State or other jurisdiction              (I.R.S. Employer Identification No.) 
of incorporation or organization) 
 
      16803 Dallas Parkway 
         Dallas, Texas                                75248 
(Address of Principal Executive Offices)            (Zip Code) 
                     -------------------------------- 
 
                   Triangle Pacific Corp. 1993 Long-Term 
                       Incentive Compensation Plan 
                        (Full title of the Plan) 
                     -------------------------------- 
 
     Paul L. Barrett                           Copy to: 
     Vice President                            Paul M. Johnston  
     and General Counsel                       Thompson & Knight, 
     Triangle Pacific Corp.                    A Professional Corporation  
     16803 Dallas Parkway                      1700 Pacific Avenue, Suite 3300 
     Dallas, Texas 75248                       Dallas, Texas  75201 
(Name and address of agent for service)        (214) 969-1358 
 
     (214) 887-2000 
(Telephone number, including 
area code, of agent for service) 
 
                       CALCULATION OF REGISTRATION FEE 
<TABLE> 
(CAPTION> 
------------------------------------------------------------------------------ 
                                    Proposed      Proposed 
Title of                            Maximum       Maximum 
Securities                          Offering      Aggregate     Amount of 
Offering to       Amount to be      Price Per     Offering      Regisration 
be Registered     registered(1)     Share (2)     Price(2)      Fee 
------------------------------------------------------------------------------ 
<S>               <C>               <C>           <C>           <C> 
Common Stock,     400,000 shares    $36.81        $14,724,000   $4,343.58 
par value $0.01 
per share 
------------------------------------------------------------------------------ 
</TABLE> 
[FN] 
(1)  Pursuant to Rule 416, shares issuable upon any stock split, stock  
     dividend or similar transaction with respect to these shares are also  
     being registered hereunder. 
 
(2)  Estimated solely for the purpose of determining the registration fee  
     pursuant to Rule 457(h) on the basis of the average of the high and low  
     sales prices for the Common Stock on March 18, 1998 as reported on the  
     Nasdaq National Market. 
 
<PAGE> 
 
Documents Incorporated by Reference 
----------------------------------- 
 
     The contents of the Registration Statement of Triangle Pacific Corp. (the 
"Registrant") on Form S-8, Registration No. 33-69682, filed with the 
Securities and Exchange Commission on October 1, 1993 (the "Prior Registration 
Statement"), including the documents incorporated by reference therein, are 
incorporated by reference into this Registration Statement. 
 
     The Registrant's Annual Report on Form 10-K for the fiscal year ended 
January 3, 1997 is incorporated by reference into this Registration Statement.  
The Registrant's Quarterly Reports on Form 10-Q for the quarters ended April 
4, 1997, July 4, 1997 and October 3, 1997 are incorporated by reference into 
this Registration Statement. 
 
     The description of the Registrant's Common Stock contained in the 
Registration Statement on Form 8-A of the Registrant filed with the Securities 
and Exchange Commission on July 23, 1993 and declared effective on August 10, 
1993, including any amendment or report filed for the purpose of updating such 
description, is incorporated by reference into this Registration Statement. 
 
     All documents filed by the Registrant with the Securities and Exchange 
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities 
Exchange Act of 1934 subsequent to the date of this Registration Statement and 
prior to the termination of the offering to which it relates shall be deemed 
to be incorporated by reference into this Registration Statement and to be a 
part hereof from the date of filing of such documents. 
 
Amendment to Plan 
----------------- 
 
     On February 23, 1996, the Board of Directors of the Registrant approved, 
subject to stockholder approval, an amendment to the Registrant's 1993 Long-
Term Incentive Compensation Plan (the "Plan") that increased from 1,000,000 to 
1,400,000 the aggregate number of shares of the Registrant's Common Stock, par 
value $0.01 per share, authorized for issuance under the Plan.  This amendment 
was approved by the stockholders of the Registrant on May 1, 1996. 
 
Exhibits 
-------- 
 
     In addition to the exhibits filed or incorporated by reference into the 
Prior Registration Statement, the following documents are filed as exhibits to 
this Registration Statement: 
 
          5.1  Opinion of Thompson & Knight, A Professional Corporation.  
 
          23.1 Consent of Arthur Andersen LLP, independent public accountants,  
               to incorporation of report by reference. 
 
          23.2 Consent of Thompson & Knight, A Professional Corporation  
               (included in the opinion filed herewith as Exhibit 5.1). 
 
          24.1 Power of Attorney (included on the signature page of this 
               Registration Statement). 
 
<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 and State of Texas on the 
19th day of March, 1998. 
 
                                 TRIANGLE PACIFIC CORP.  
 
 
                                  By:  /s/ Floyd F. Sherman 
                                       --------------------------------------- 
                                       Floyd F. Sherman, Chairman of the Board 
                                       and Chief Executive Officer 
 
     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities and on the date indicated.  The undersigned persons hereby 
constitute and appoint E. Dwain Plaster and Paul L. Barrett, and each of them, 
as our true and lawful attorneys-in-fact with full power to execute in our 
name and on our behalf in the capacities indicated below any and all 
amendments to this Registration Statement to be filed with the Securities and 
Exchange Commission and hereby ratify and confirm all that such attorneys-in-
fact shall lawfully do or cause to be done by virtue hereof. 
 
     Signature                       Capacity                    Date 
     ---------                       --------                    ---- 
 
/s/ Floyd F. Sherman               Chairman of the Board and   March 19, 1998 
-----------------------------      Chief Executive Officer 
Floyd F. Sherman                   (principal executive officer) 
 
 
/s/ M. Joseph McHugh               President, Chief Operating   March 19, 1998 
-----------------------------      Officer and Director 
M. Joseph McHugh 
 
 
/s/ E. Dwain Plaster               Vice President, Treasurer    March 19, 1998 
-----------------------------      and Chief Financial  
E. Dwain Plaster                   Officer 
                                   (principal financial and 
                                   accounting officer) 
 
 
/s/ B. William Bonnivier           Director                     March 19, 1998 
----------------------------- 
B. William Bonnivier 
 
 
/s/ Charles M. Hansen              Director                     March 19, 1998 
----------------------------- 
Charles M. Hansen, Jr. 
 
 
/s/ David R. Henkel                Director                     March 19, 1998 
----------------------------- 
David R. Henkel 
 
 
<PAGE> 
 
/s/ Bruce A. Karsh                 Director                     March 19, 1998 
----------------------------- 
Bruce A. Karsh 
 
 
/s/ Jack L. McDonald               Director                     March 19, 1998 
----------------------------- 
Jack L. McDonald 
 
 
/s/ Carson R. McKissick            Director                     March 19, 1998 
----------------------------- 
Carson R. McKissick 
 
 
/s/ Karen Gordon Mills             Director                     March 19, 1998 
----------------------------- 
Karen Gordon Mills 
 
 
 
<PAGE> 
                                INDEX TO EXHIBITS 
 
Exhibit Number                Exhibit 
     5.1          Opinion of Thompson & Knight, A Professional Corporation. 
 
     23.1         Consent of Arthur Andersen LLP, independent accountants, to  
                  incorporation of report by reference. 
 
     23.2         Consent of Thompson & Knight, A Professional Corporation 
                  (included in the opinion filed herewith as Exhibit 5.1). 
 
     24.1         Power of Attorney (included on the signature page of this  
                  Registration Statement).   
 
<PAGE> 
                                                                   Exhibit 5.1 
 
 
 
 
 
(214) 969-1369 
 
                                       March 19, 1998 
 
 
Triangle Pacific Corp. 
16803 Dallas Parkway 
Dallas, Texas 75248 
 
     Re:  1993 Long-Term Incentive Compensation Plan 
          Registration Statement on Form S-8 
 
Dear Sirs and Madams: 
 
     We are counsel for Triangle Pacific Corp., a Delaware corporation (the 
"Company"), and have acted as such in connection with the registration under 
the Securities Act of 1933, as amended (the "Securities Act"), of an 
additional 400,000 shares of the Company's Common Stock, par value $0.01 per 
share (the "Shares"), for issuance under the Triangle Pacific Corp. 1993 Long-
Term Incentive Compensation Plan, as amended (the "Plan"). 
 
     We have participated in the preparation of the Company's Registration 
Statement on Form S-8 (the "Registration Statement"), filed with the 
Securities and Exchange Commission, relating to the registration of the Shares 
under the Securities Act. 
 
     In connection with the foregoing, we have examined the originals or 
copies, certified or otherwise authenticated to our satisfaction, of the Plan, 
the Registration Statement and such corporate records of the Company, 
certificates of officers of the Company, and other instruments and documents 
as we have deemed necessary to require as a basis for the opinion hereinafter 
expressed.  We are familiar with the corporate proceedings of the Company 
relating to the authorization of the proposed issuance of the Shares pursuant 
to the Plan. 
 
     Based upon the foregoing and in reliance thereon, we advise you that in 
our opinion the Shares, when issued and delivered in accordance with the 
provisions of the Plan, will be legally issued, fully paid and nonassessable. 
 
     We hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement and to all references to our firm in the Registration 
Statement.  The foregoing, however, shall not constitute "consent" to the use 
of our name as experts as provided for in Sections 7 and 11 of the Securities 
Act or the rules or regulations of the Securities and Exchange Commission 
thereunder. 
 
                                       Respectfully submitted, 
 
                                       THOMPSON & KNIGHT, 
                                       A Professional Corporation 
 
 
                                       By:   /s/ Paul M. Johnston 
                                             --------------------------------- 
                                             Paul M. Johnston, Attorney 
 
<PAGE> 
                                                                  Exhibit 23.1 
 
 
 
 
 
 
 
 
 
 
 
                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS  
 
 
     As independent public accountants, we hereby consent to the incorporation 
by reference in this registration statement of our reports dated January 29, 
1997, included in Triangle Pacific Corp.'s Form 10-K for the year ended 
January 3, 1997, and to all references to our Firm included in this 
registration statement. 
 
 
 
                                       ARTHUR ANDERSEN LLP 
 
 
 
Dallas, Texas, 
    March 18, 1998
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13181}]
{"company-data": {"conformed-name": "TRIANGLE PACIFIC CORP", "cik": "0000230602", "assigned-sic": "2400", "irs-number": "942998971", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48603", "film-number": "98572661"}, "business-address": {"street1": "16803 DALLAS PKWY", "city": "DALLAS", "state": "TX", "zip": "75266-0100", "phone": "9729313000"}, "mail-address": {"street1": "16803 DALLAS PKWY", "city": "DALLAS", "state": "TX", "zip": "75266-0100"}}
As filed with the Securities and Exchange Commission on March 24, 1998 
                                                     Registration No. 33-69682 
============================================================================== 
 
                    SECURITIES AND EXCHANGE COMMISSION 
                         Washington, D.C. 20549 
                    ---------------------------------- 
 
                               FORM S-8 
                         REGISTRATION STATEMENT 
                                UNDER 
                       THE SECURITIES ACT OF 1933 
                     --------------------------------- 
 
                         Triangle Pacific Corp. 
              (Exact name of Registrant as specified in its charter) 
 
              Delaware                               94-2998971 
(State or other jurisdiction              (I.R.S. Employer Identification No.) 
of incorporation or organization) 
 
      16803 Dallas Parkway 
         Dallas, Texas                                75248 
(Address of Principal Executive Offices)            (Zip Code) 
                     -------------------------------- 
 
                   Triangle Pacific Corp. 1993 Long-Term 
                       Incentive Compensation Plan 
                        (Full title of the Plan) 
                     -------------------------------- 
 
     Paul L. Barrett                           Copy to: 
     Vice President                            Paul M. Johnston  
     and General Counsel                       Thompson & Knight, 
     Triangle Pacific Corp.                    A Professional Corporation  
     16803 Dallas Parkway                      1700 Pacific Avenue, Suite 3300 
     Dallas, Texas 75248                       Dallas, Texas  75201 
(Name and address of agent for service)        (214) 969-1358 
 
     (214) 887-2000 
(Telephone number, including 
area code, of agent for service) 
 
                       CALCULATION OF REGISTRATION FEE 
 
(CAPTION> 
------------------------------------------------------------------------------ 
                                    Proposed      Proposed 
Title of                            Maximum       Maximum 
Securities                          Offering      Aggregate     Amount of 
Offering to       Amount to be      Price Per     Offering      Regisration 
be Registered     registered(1)     Share (2)     Price(2)      Fee 
------------------------------------------------------------------------------
Common Stock,     400,000 shares    $36.81        $14,724,000   $4,343.58 
par value $0.01 
per share 
------------------------------------------------------------------------------
[FN] 
(1)  Pursuant to Rule 416, shares issuable upon any stock split, stock  
     dividend or similar transaction with respect to these shares are also  
     being registered hereunder. 
 
(2)  Estimated solely for the purpose of determining the registration fee  
     pursuant to Rule 457(h) on the basis of the average of the high and low  
     sales prices for the Common Stock on March 18, 1998 as reported on the  
     Nasdaq National Market.
Documents Incorporated by Reference 
----------------------------------- 
 
     The contents of the Registration Statement of Triangle Pacific Corp. (the 
"Registrant") on Form S-8, Registration No. 33-69682, filed with the 
Securities and Exchange Commission on October 1, 1993 (the "Prior Registration 
Statement"), including the documents incorporated by reference therein, are 
incorporated by reference into this Registration Statement. 
 
     The Registrant's Annual Report on Form 10-K for the fiscal year ended 
January 3, 1997 is incorporated by reference into this Registration Statement.  
The Registrant's Quarterly Reports on Form 10-Q for the quarters ended April 
4, 1997, July 4, 1997 and October 3, 1997 are incorporated by reference into 
this Registration Statement. 
 
     The description of the Registrant's Common Stock contained in the 
Registration Statement on Form 8-A of the Registrant filed with the Securities 
and Exchange Commission on July 23, 1993 and declared effective on August 10, 
1993, including any amendment or report filed for the purpose of updating such 
description, is incorporated by reference into this Registration Statement. 
 
     All documents filed by the Registrant with the Securities and Exchange 
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities 
Exchange Act of 1934 subsequent to the date of this Registration Statement and 
prior to the termination of the offering to which it relates shall be deemed 
to be incorporated by reference into this Registration Statement and to be a 
part hereof from the date of filing of such documents. 
 
Amendment to Plan 
----------------- 
 
     On February 23, 1996, the Board of Directors of the Registrant approved, 
subject to stockholder approval, an amendment to the Registrant's 1993 Long-
Term Incentive Compensation Plan (the "Plan") that increased from 1,000,000 to 
1,400,000 the aggregate number of shares of the Registrant's Common Stock, par 
value $0.01 per share, authorized for issuance under the Plan.  This amendment 
was approved by the stockholders of the Registrant on May 1, 1996. 
 
Exhibits 
-------- 
 
     In addition to the exhibits filed or incorporated by reference into the 
Prior Registration Statement, the following documents are filed as exhibits to 
this Registration Statement: 
 
          5.1  Opinion of Thompson & Knight, A Professional Corporation.  
 
          23.1 Consent of Arthur Andersen LLP, independent public accountants,  
               to incorporation of report by reference. 
 
          23.2 Consent of Thompson & Knight, A Professional Corporation  
               (included in the opinion filed herewith as Exhibit 5.1). 
 
          24.1 Power of Attorney (included on the signature page of this 
               Registration Statement).
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 and State of Texas on the 
19th day of March, 1998. 
 
                                 TRIANGLE PACIFIC CORP.  
 
 
                                  By:  /s/ Floyd F. Sherman 
                                       --------------------------------------- 
                                       Floyd F. Sherman, Chairman of the Board 
                                       and Chief Executive Officer 
 
     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities and on the date indicated.  The undersigned persons hereby 
constitute and appoint E. Dwain Plaster and Paul L. Barrett, and each of them, 
as our true and lawful attorneys-in-fact with full power to execute in our 
name and on our behalf in the capacities indicated below any and all 
amendments to this Registration Statement to be filed with the Securities and 
Exchange Commission and hereby ratify and confirm all that such attorneys-in-
fact shall lawfully do or cause to be done by virtue hereof. 
 
     Signature                       Capacity                    Date 
     ---------                       --------                    ---- 
 
/s/ Floyd F. Sherman               Chairman of the Board and   March 19, 1998 
-----------------------------      Chief Executive Officer 
Floyd F. Sherman                   (principal executive officer) 
 
 
/s/ M. Joseph McHugh               President, Chief Operating   March 19, 1998 
-----------------------------      Officer and Director 
M. Joseph McHugh 
 
 
/s/ E. Dwain Plaster               Vice President, Treasurer    March 19, 1998 
-----------------------------      and Chief Financial  
E. Dwain Plaster                   Officer 
                                   (principal financial and 
                                   accounting officer) 
 
 
/s/ B. William Bonnivier           Director                     March 19, 1998 
----------------------------- 
B. William Bonnivier 
 
 
/s/ Charles M. Hansen              Director                     March 19, 1998 
----------------------------- 
Charles M. Hansen, Jr. 
 
 
/s/ David R. Henkel                Director                     March 19, 1998 
----------------------------- 
David R. Henkel
/s/ Bruce A. Karsh                 Director                     March 19, 1998 
----------------------------- 
Bruce A. Karsh 
 
 
/s/ Jack L. McDonald               Director                     March 19, 1998 
----------------------------- 
Jack L. McDonald 
 
 
/s/ Carson R. McKissick            Director                     March 19, 1998 
----------------------------- 
Carson R. McKissick 
 
 
/s/ Karen Gordon Mills             Director                     March 19, 1998 
----------------------------- 
Karen Gordon Mills
INDEX TO EXHIBITS 
 
Exhibit Number                Exhibit 
     5.1          Opinion of Thompson & Knight, A Professional Corporation. 
 
     23.1         Consent of Arthur Andersen LLP, independent accountants, to  
                  incorporation of report by reference. 
 
     23.2         Consent of Thompson & Knight, A Professional Corporation 
                  (included in the opinion filed herewith as Exhibit 5.1). 
 
     24.1         Power of Attorney (included on the signature page of this  
                  Registration Statement).
Exhibit 5.1 
 
 
 
 
 
(214) 969-1369 
 
                                       March 19, 1998 
 
 
Triangle Pacific Corp. 
16803 Dallas Parkway 
Dallas, Texas 75248 
 
     Re:  1993 Long-Term Incentive Compensation Plan 
          Registration Statement on Form S-8 
 
Dear Sirs and Madams: 
 
     We are counsel for Triangle Pacific Corp., a Delaware corporation (the 
"Company"), and have acted as such in connection with the registration under 
the Securities Act of 1933, as amended (the "Securities Act"), of an 
additional 400,000 shares of the Company's Common Stock, par value $0.01 per 
share (the "Shares"), for issuance under the Triangle Pacific Corp. 1993 Long-
Term Incentive Compensation Plan, as amended (the "Plan"). 
 
     We have participated in the preparation of the Company's Registration 
Statement on Form S-8 (the "Registration Statement"), filed with the 
Securities and Exchange Commission, relating to the registration of the Shares 
under the Securities Act. 
 
     In connection with the foregoing, we have examined the originals or 
copies, certified or otherwise authenticated to our satisfaction, of the Plan, 
the Registration Statement and such corporate records of the Company, 
certificates of officers of the Company, and other instruments and documents 
as we have deemed necessary to require as a basis for the opinion hereinafter 
expressed.  We are familiar with the corporate proceedings of the Company 
relating to the authorization of the proposed issuance of the Shares pursuant 
to the Plan. 
 
     Based upon the foregoing and in reliance thereon, we advise you that in 
our opinion the Shares, when issued and delivered in accordance with the 
provisions of the Plan, will be legally issued, fully paid and nonassessable. 
 
     We hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement and to all references to our firm in the Registration 
Statement.  The foregoing, however, shall not constitute "consent" to the use 
of our name as experts as provided for in Sections 7 and 11 of the Securities 
Act or the rules or regulations of the Securities and Exchange Commission 
thereunder. 
 
                                       Respectfully submitted, 
 
                                       THOMPSON & KNIGHT, 
                                       A Professional Corporation 
 
 
                                       By:   /s/ Paul M. Johnston 
                                             --------------------------------- 
                                             Paul M. Johnston, Attorney
Exhibit 23.1 
 
 
 
 
 
 
 
 
 
 
 
                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS  
 
 
     As independent public accountants, we hereby consent to the incorporation 
by reference in this registration statement of our reports dated January 29, 
1997, included in Triangle Pacific Corp.'s Form 10-K for the year ended 
January 3, 1997, and to all references to our Firm included in this 
registration statement. 
 
 
 
                                       ARTHUR ANDERSEN LLP 
 
 
 
Dallas, Texas, 
    March 18, 1998