As filed with the Securities and Exchange Commission on March 25, 1998 
                            Registration No. 333- 
------------------------------------------------------------------------------ 
                       SECURITIES AND EXCHANGE COMMISSION 
                               WASHINGTON D.C. 
                             -------------------- 
                                  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 of      (I.R.S. Employer Identification No.) 
      incorporation or organization) 
 
        16803 Dallas Parkway 
        Dallas, Texas                            75248 
    (Address of Principal Executive Offices)   (Zip Code) 
                           ====================== 
      TRIANGLE PACIFIC CORP. SALARIED EMPLOYEES PROFIT SHARING PLAN 
      TRIANGLE PACIFIC CORP. NON-UNION HOURLY EMPLOYEES 401(k) PLAN 
    ROBBINS HARDWOOD FLOORING, INC. EMPLOYEES' RETIREMENT SAVINGS PLAN 
            HARTCO FLOORING COMPANY RETIREMENT SAVINGS PLAN 
   HARTCO FLOORING COMPANY BARGAINING EMPLOYEES' RETIREMENT SAVINGS PLAN 
 
                         (Full Title of the Plans) 
                          ----------------------- 
     Paul L. Barrett                             Copy to: 
     Vice President and General Counsel       Paul M. Johnston 
     Triangle Pacific Corp.                   Thompson & Knight, P.C. 
     16803 Dallas Parkway                     1700 Pacific Avenue 
     Dallas, Texas  75248                     Suite 3300 
     (Name and address of agent for service)  Dallas, Texas  75201 
                                              (214) 969-1358 
     (214) 887-2000 
     (Telephone number, including 
     area code, of agent for service) 
 
                      CALCULATION OF REGISTRATION FEE 
<TABLE> 
<CAPTION> 
------------------------------------------------------------------------------ 
                                                  Proposed 
Title of                       Proposed           Maximum        Amount 
Securities      Amount         Maximum            Aggregate      of 
to be           to be          Offering Price     Offering       Registration 
Registered      Registered     Per Share(1)       Price(1)       Fee 
------------------------------------------------------------------------------ 
<S>             <C>            <C>                <C>            <C> 
Common Stock,   300,000        $36.81             $11,043,000    $3,257.69 
$0.01 par       Shares(2)(3)    
value 
------------------------------------------------------------------------------ 
Interests in     (4)              (4)                (4)             (4) 
the Plans 
------------------------------------------------------------------------------ 
</TABLE> 
[FN] 
 
(1)  Estimated solely for purposes of calculating the registration fee in  
     accordance with Rule 457(h) under the Securities Act of 1933 (the  
     "Securities Act") and based on the average of the high and low sales  
     prices of the Common Stock on the NASDAQ National Market System on March  
     18, 1998. 
 
(2)  If, as a result of stock splits, stock dividends or similar transactions,  
     the number of securities purported to be registered by this Registration  
     Statement changes, the provisions of Rule 416 under the Securities Act  
     shall apply to this Registration Statement, and this Registration  
     Statement shall be deemed to cover the additional securities resulting  
     from the split of, or the dividend on, the securities covered by this  
     Registration Statement. 
<PAGE> 
 
(3)  The shares of Common Stock registered hereby are being registered for  
     offer and sale pursuant to the following employee benefit plans (the   
     "Plans"):  135,000 shares for offer and sale pursuant to the Triangle  
     Pacific Corp. Salaried Employees Profit Sharing Plan; 20,000 shares for  
     offer and sale pursuant to the Triangle Pacific Corp. Non-Union Hourly  
     Employees 401(k) Plan; 37,000 shares for offer and sale pursuant to the  
     Robbins Hardwood Flooring, Inc. Employees' Retirement Savings Plan;  
     60,000 shares for offer and sale pursuant to the Hartco Flooring Company  
     Retirement Savings Plan; and 48,000 shares for offer and sale pursuant to  
     the Hartco Flooring Company Bargaining Employees' Retirement Savings  
     Plan.  The shares of Common Stock being registered consist of shares to  
     be acquired by the trustees pursuant to the Plans for the accounts of  
     participants. 
 
(4)  In addition, pursuant to Rule 416(c) under the Securities Act, this  
     Registration Statement also covers an indeterminate amount of interests  
     to be offered or sold pursuant to the Plans.  Pursuant to Rule 457(h)(2)  
     under the Securities Act, no separate fee is required to register  
     interests in the Plans. 
============================================================================== 
 
<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 and the Note to Part I of Form S-8. 
 
                                   PART II 
 
     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 
 
Item 3.  Incorporation of Documents by Reference. 
         ---------------------------------------- 
 
     The following documents have been filed with the Securities and Exchange 
Commission by Triangle Pacific Corp., a Delaware corporation (the "Company"), 
and are incorporated herein by reference and made a part hereof: 
 
     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended  
     January 3, 1997; 
 
     (b)  All other reports filed by the Company pursuant to Section 13(a) or  
     15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since  
     the end of the fiscal year covered by the Annual Report referred to in  
     clause (a) above; and 
 
     (c)  The description of the Company's Common Stock, $0.01 par value per  
     share, contained in the Company's Registration Statement on Form 8-A  
     filed pursuant to the Exchange Act on July 23, 1993, including any  
     amendment or report filed for the purpose of updating such description. 
 
     All documents subsequently filed by the Company and the Plans pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of 
a post-effective amendment that indicates that all securities offered pursuant 
to this Registration Statement have been sold or that deregisters all 
securities then remaining unsold shall also be deemed to be incorporated by 
reference herein and to be a part hereof from the dates of filing of such 
documents.  Any statement contained in a document incorporated or deemed to be 
incorporated by reference herein shall be deemed to be modified or superseded 
for purposes of this Registration Statement to the extent that a statement 
contained herein or in any other subsequently filed document which also is or 
is deemed to be incorporated by reference herein modifies or supersedes such 
statement.  Any statement so modified or superseded shall not be deemed, 
except as so modified or superseded, to constitute a part of this Registration 
Statement. 
 
Item 4.  Description of Securities. 
         ------------------------- 
 
     Not applicable. 
 
<PAGE> 
 
Item 5.  Interests of Named Experts and Counsel. 
         -------------------------------------- 
 
     Not applicable. 
 
Item 6.  Indemnification of Directors and Officers. 
         ----------------------------------------- 
 
     The Company is a Delaware corporation.  Under Section 145 of the General 
Corporation Law of the State of Delaware, the Company has the power to 
indemnify its directors and officers, subject to certain limitations. 
 
     Pursuant to the General Corporation Law of the State of Delaware, the 
Company's Restated Certificate of Incorporation limits the personal liability 
of the directors of the Company to the Company or its stockholders for 
monetary damages for breach of fiduciary duties under certain circumstances. 
 
     Reference is made to Article VII of the Company's Amended and Restated 
Bylaws, which provides for indemnification of directors and officers of the 
Company under certain circumstances. 
 
     The Company has entered into indemnity agreements with its directors and 
executive officers.  Pursuant to such agreements, the Company will, to the 
extent permitted by applicable law, indemnify such persons against all 
expenses, judgments, fines and penalties incurred in connection with the 
defense or settlement of any actions brought against them by reason of the 
fact that they were directors or executive officers of the Company or assumed 
certain responsibilities at the direction of the Company. 
 
     The foregoing summaries are necessarily subject to the complete text of 
the statute, charter, bylaw provision and agreements referred to above and are 
qualified in their entirety by reference thereto. 
 
Item 7.  Exemption from Registration Claimed. 
         ----------------------------------- 
 
     Not applicable. 
 
Item 8.  Exhibits. 
         -------- 
 
     Each of the following exhibits is filed herewith: 
 
     5.1  --   In lieu of the opinion of counsel or determination letter  
               contemplated by Item 601(b)(5) of Regulation S-K, the Company  
               confirms that it has submitted or will submit the Plans and all  
               amendments thereto to the Internal Revenue Service in a timely  
               manner and that it has made or will make all changes required  
               by the Internal Revenue Service in order to qualify the Plans  
               under Section 401 of the Internal Revenue Code. 
 
     23.1 --   Consent of Arthur Andersen LLP. 
 
     24.1 --   Power of Attorney (included on the signature page of this  
               Registration Statement). 
 
<PAGE> 
 
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; 
 
               (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; and 
 
               (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 (1)(i)  
          and (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 Company pursuant to Section 13 or  
          Section 15(d) of the Exchange Act that are incorporated by reference  
          in this Registration Statement. 
 
          (2)  That, for the purposes 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. 
 
          (4)  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 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. 
 
          (5)  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 the 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 the successful  
 
<PAGE> 
 
          defense of any 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 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. 
 
<PAGE> 
 
                                  SIGNATURES 
 
     THE REGISTRANT.  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 Dallas, 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, this Registration 
Statement has been signed by the following persons in the capacities and on 
the date indicated.  Each of the undersigned directors and officers of 
Triangle Pacific Corp. hereby constitutes and appoints E. Dwain Plaster and 
Paul L. Barrett, and each of them, his or her true and lawful attorney-in-fact 
and agent with full power of substitution and resubstitution, for him or her 
and in his or her name, place and stead, in any and all capacities, to sign 
any or 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, granting unto each of said attorneys-in-fact and agents full power 
and authority to do and perform each and every act and thing requisite and 
necessary to be done in and about the premises, as fully to all intents and 
purposes as he or she might or could do in person, hereby ratifying and 
confirming all that said attorneys-in-fact and agents, or their substitutes, 
may lawfully do or cause to be done by virtue hereof. 
 
     Signature                 Title                           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 Officer 
    E. Dwain Plaster          (principal financial and  
                              accounting officer) 
 
 
/s/ B. William Bonnivier      Director                         March 19, 1998 
    ---------------------- 
    B. William Bonnivier 
 
 
/s/ Charles M. Hansen, Jr.    Director                         March 19, 1998 
    ---------------------- 
    Charles M. Hansen, Jr. 
 
<PAGE> 
 
 
/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 
 
<PAGE> 
 
THE PLANS.  Pursuant to the requirements of the Securities Act, the trustees 
(or other persons who administer the Plans) have duly caused this Registration 
Statement to be signed on behalf of the Plans by the undersigned, thereunto 
duly authorized, in the City of Dallas, State of Texas, on March 19, 1998. 
 
                                    TRIANGLE PACIFIC CORP. SALARIED 
                                    EMPLOYEES PROFIT SHARING PLAN 
 
                                    By:   The Profit Sharing Committee of the  
                                          Triangle Pacific Corp. Salaried  
                                          Employees Profit Sharing Plan 
 
                                          By:  /s/ Jennifer Wisdom 
                                             --------------------------------- 
                                             Jennifer Wisdom, Committee Member 
 
                                    TRIANGLE PACIFIC CORP. NON-UNION 
                                    HOURLY EMPLOYEES 401(k) PLAN 
 
                                    By:   The 401(k) Committee of the Triangle  
                                          Pacific Corp. Non-Union Hourly 
                                          Employees 401(k) Plan 
 
                                          By:  /s/ Jennifer Wisdom 
                                             --------------------------------- 
                                             Jennifer Wisdom, Committee Member 
 
                                    ROBBINS HARDWOOD FLOORING, INC. 
                                    EMPLOYEES' RETIREMENT SAVINGS PLAN 
 
                                    By:   The Plan Administrator of the  
                                          Robbins Hardwood Flooring, Inc.  
                                          Employees' Retirement Savings Plan 
 
                                          By:  /s/ Jennifer Wisdom 
                                             --------------------------------- 
                                             Jennifer Wisdom, Committee Member 
 
                                    HARTCO FLOORING COMPANY 
                                    RETIREMENT SAVINGS PLAN 
 
                                    By:   The Administrative Committee of the  
                                          Hartco Flooring Company Retirement  
                                          Savings Plan 
 
 
                                          By:  /s/ Jennifer Wisdom 
                                             --------------------------------- 
                                             Jennifer Wisdom, Committee Member 
 
 
                                    HARTCO FLOORING COMPANY 
                                    BARGAINING EMPLOYEES' RETIREMENT 
                                    SAVINGS PLAN 
 
                                    By:   The Administrative Committee of the  
                                          Hartco Flooring Company Bargaining  
                                          Employees' Retirement Savings Plan 
 
 
                                          By:  /s/ Jennifer Wisdom 
                                             --------------------------------- 
                                             Jennifer Wisdom, Committee Member 
 
 
 
<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
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As filed with the Securities and Exchange Commission on March 25, 1998 
                            Registration No. 333- 
------------------------------------------------------------------------------ 
                       SECURITIES AND EXCHANGE COMMISSION 
                               WASHINGTON D.C. 
                             -------------------- 
                                  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 of      (I.R.S. Employer Identification No.) 
      incorporation or organization) 
 
        16803 Dallas Parkway 
        Dallas, Texas                            75248 
    (Address of Principal Executive Offices)   (Zip Code) 
                           ====================== 
      TRIANGLE PACIFIC CORP. SALARIED EMPLOYEES PROFIT SHARING PLAN 
      TRIANGLE PACIFIC CORP. NON-UNION HOURLY EMPLOYEES 401(k) PLAN 
    ROBBINS HARDWOOD FLOORING, INC. EMPLOYEES' RETIREMENT SAVINGS PLAN 
            HARTCO FLOORING COMPANY RETIREMENT SAVINGS PLAN 
   HARTCO FLOORING COMPANY BARGAINING EMPLOYEES' RETIREMENT SAVINGS PLAN 
 
                         (Full Title of the Plans) 
                          ----------------------- 
     Paul L. Barrett                             Copy to: 
     Vice President and General Counsel       Paul M. Johnston 
     Triangle Pacific Corp.                   Thompson & Knight, P.C. 
     16803 Dallas Parkway                     1700 Pacific Avenue 
     Dallas, Texas  75248                     Suite 3300 
     (Name and address of agent for service)  Dallas, Texas  75201 
                                              (214) 969-1358 
     (214) 887-2000 
     (Telephone number, including 
     area code, of agent for service) 
 
                      CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------ 
                                                  Proposed 
Title of                       Proposed           Maximum        Amount 
Securities      Amount         Maximum            Aggregate      of 
to be           to be          Offering Price     Offering       Registration 
Registered      Registered     Per Share(1)       Price(1)       Fee 
------------------------------------------------------------------------------
Common Stock,   300,000        $36.81             $11,043,000    $3,257.69 
$0.01 par       Shares(2)(3)    
value 
------------------------------------------------------------------------------ 
Interests in     (4)              (4)                (4)             (4) 
the Plans 
------------------------------------------------------------------------------
[FN] 
 
(1)  Estimated solely for purposes of calculating the registration fee in  
     accordance with Rule 457(h) under the Securities Act of 1933 (the  
     "Securities Act") and based on the average of the high and low sales  
     prices of the Common Stock on the NASDAQ National Market System on March  
     18, 1998. 
 
(2)  If, as a result of stock splits, stock dividends or similar transactions,  
     the number of securities purported to be registered by this Registration  
     Statement changes, the provisions of Rule 416 under the Securities Act  
     shall apply to this Registration Statement, and this Registration  
     Statement shall be deemed to cover the additional securities resulting  
     from the split of, or the dividend on, the securities covered by this  
     Registration Statement.
(3)  The shares of Common Stock registered hereby are being registered for  
     offer and sale pursuant to the following employee benefit plans (the   
     "Plans"):  135,000 shares for offer and sale pursuant to the Triangle  
     Pacific Corp. Salaried Employees Profit Sharing Plan; 20,000 shares for  
     offer and sale pursuant to the Triangle Pacific Corp. Non-Union Hourly  
     Employees 401(k) Plan; 37,000 shares for offer and sale pursuant to the  
     Robbins Hardwood Flooring, Inc. Employees' Retirement Savings Plan;  
     60,000 shares for offer and sale pursuant to the Hartco Flooring Company  
     Retirement Savings Plan; and 48,000 shares for offer and sale pursuant to  
     the Hartco Flooring Company Bargaining Employees' Retirement Savings  
     Plan.  The shares of Common Stock being registered consist of shares to  
     be acquired by the trustees pursuant to the Plans for the accounts of  
     participants. 
 
(4)  In addition, pursuant to Rule 416(c) under the Securities Act, this  
     Registration Statement also covers an indeterminate amount of interests  
     to be offered or sold pursuant to the Plans.  Pursuant to Rule 457(h)(2)  
     under the Securities Act, no separate fee is required to register  
     interests in the Plans. 
==============================================================================
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 and the Note to Part I of Form S-8. 
 
                                   PART II 
 
     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 
 
Item 3.  Incorporation of Documents by Reference. 
         ---------------------------------------- 
 
     The following documents have been filed with the Securities and Exchange 
Commission by Triangle Pacific Corp., a Delaware corporation (the "Company"), 
and are incorporated herein by reference and made a part hereof: 
 
     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended  
     January 3, 1997; 
 
     (b)  All other reports filed by the Company pursuant to Section 13(a) or  
     15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since  
     the end of the fiscal year covered by the Annual Report referred to in  
     clause (a) above; and 
 
     (c)  The description of the Company's Common Stock, $0.01 par value per  
     share, contained in the Company's Registration Statement on Form 8-A  
     filed pursuant to the Exchange Act on July 23, 1993, including any  
     amendment or report filed for the purpose of updating such description. 
 
     All documents subsequently filed by the Company and the Plans pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of 
a post-effective amendment that indicates that all securities offered pursuant 
to this Registration Statement have been sold or that deregisters all 
securities then remaining unsold shall also be deemed to be incorporated by 
reference herein and to be a part hereof from the dates of filing of such 
documents.  Any statement contained in a document incorporated or deemed to be 
incorporated by reference herein shall be deemed to be modified or superseded 
for purposes of this Registration Statement to the extent that a statement 
contained herein or in any other subsequently filed document which also is or 
is deemed to be incorporated by reference herein modifies or supersedes such 
statement.  Any statement so modified or superseded shall not be deemed, 
except as so modified or superseded, to constitute a part of this Registration 
Statement. 
 
Item 4.  Description of Securities. 
         ------------------------- 
 
     Not applicable.
Item 5.  Interests of Named Experts and Counsel. 
         -------------------------------------- 
 
     Not applicable. 
 
Item 6.  Indemnification of Directors and Officers. 
         ----------------------------------------- 
 
     The Company is a Delaware corporation.  Under Section 145 of the General 
Corporation Law of the State of Delaware, the Company has the power to 
indemnify its directors and officers, subject to certain limitations. 
 
     Pursuant to the General Corporation Law of the State of Delaware, the 
Company's Restated Certificate of Incorporation limits the personal liability 
of the directors of the Company to the Company or its stockholders for 
monetary damages for breach of fiduciary duties under certain circumstances. 
 
     Reference is made to Article VII of the Company's Amended and Restated 
Bylaws, which provides for indemnification of directors and officers of the 
Company under certain circumstances. 
 
     The Company has entered into indemnity agreements with its directors and 
executive officers.  Pursuant to such agreements, the Company will, to the 
extent permitted by applicable law, indemnify such persons against all 
expenses, judgments, fines and penalties incurred in connection with the 
defense or settlement of any actions brought against them by reason of the 
fact that they were directors or executive officers of the Company or assumed 
certain responsibilities at the direction of the Company. 
 
     The foregoing summaries are necessarily subject to the complete text of 
the statute, charter, bylaw provision and agreements referred to above and are 
qualified in their entirety by reference thereto. 
 
Item 7.  Exemption from Registration Claimed. 
         ----------------------------------- 
 
     Not applicable. 
 
Item 8.  Exhibits. 
         -------- 
 
     Each of the following exhibits is filed herewith: 
 
     5.1  --   In lieu of the opinion of counsel or determination letter  
               contemplated by Item 601(b)(5) of Regulation S-K, the Company  
               confirms that it has submitted or will submit the Plans and all  
               amendments thereto to the Internal Revenue Service in a timely  
               manner and that it has made or will make all changes required  
               by the Internal Revenue Service in order to qualify the Plans  
               under Section 401 of the Internal Revenue Code. 
 
     23.1 --   Consent of Arthur Andersen LLP. 
 
     24.1 --   Power of Attorney (included on the signature page of this  
               Registration Statement).
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; 
 
               (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; and 
 
               (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 (1)(i)  
          and (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 Company pursuant to Section 13 or  
          Section 15(d) of the Exchange Act that are incorporated by reference  
          in this Registration Statement. 
 
          (2)  That, for the purposes 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. 
 
          (4)  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 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. 
 
          (5)  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 the 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 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 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 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.
SIGNATURES 
 
     THE REGISTRANT.  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 Dallas, 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, this Registration 
Statement has been signed by the following persons in the capacities and on 
the date indicated.  Each of the undersigned directors and officers of 
Triangle Pacific Corp. hereby constitutes and appoints E. Dwain Plaster and 
Paul L. Barrett, and each of them, his or her true and lawful attorney-in-fact 
and agent with full power of substitution and resubstitution, for him or her 
and in his or her name, place and stead, in any and all capacities, to sign 
any or 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, granting unto each of said attorneys-in-fact and agents full power 
and authority to do and perform each and every act and thing requisite and 
necessary to be done in and about the premises, as fully to all intents and 
purposes as he or she might or could do in person, hereby ratifying and 
confirming all that said attorneys-in-fact and agents, or their substitutes, 
may lawfully do or cause to be done by virtue hereof. 
 
     Signature                 Title                           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 Officer 
    E. Dwain Plaster          (principal financial and  
                              accounting officer) 
 
 
/s/ B. William Bonnivier      Director                         March 19, 1998 
    ---------------------- 
    B. William Bonnivier 
 
 
/s/ Charles M. Hansen, Jr.    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
THE PLANS.  Pursuant to the requirements of the Securities Act, the trustees 
(or other persons who administer the Plans) have duly caused this Registration 
Statement to be signed on behalf of the Plans by the undersigned, thereunto 
duly authorized, in the City of Dallas, State of Texas, on March 19, 1998. 
 
                                    TRIANGLE PACIFIC CORP. SALARIED 
                                    EMPLOYEES PROFIT SHARING PLAN 
 
                                    By:   The Profit Sharing Committee of the  
                                          Triangle Pacific Corp. Salaried  
                                          Employees Profit Sharing Plan 
 
                                          By:  /s/ Jennifer Wisdom 
                                             --------------------------------- 
                                             Jennifer Wisdom, Committee Member 
 
                                    TRIANGLE PACIFIC CORP. NON-UNION 
                                    HOURLY EMPLOYEES 401(k) PLAN 
 
                                    By:   The 401(k) Committee of the Triangle  
                                          Pacific Corp. Non-Union Hourly 
                                          Employees 401(k) Plan 
 
                                          By:  /s/ Jennifer Wisdom 
                                             --------------------------------- 
                                             Jennifer Wisdom, Committee Member 
 
                                    ROBBINS HARDWOOD FLOORING, INC. 
                                    EMPLOYEES' RETIREMENT SAVINGS PLAN 
 
                                    By:   The Plan Administrator of the  
                                          Robbins Hardwood Flooring, Inc.  
                                          Employees' Retirement Savings Plan 
 
                                          By:  /s/ Jennifer Wisdom 
                                             --------------------------------- 
                                             Jennifer Wisdom, Committee Member 
 
                                    HARTCO FLOORING COMPANY 
                                    RETIREMENT SAVINGS PLAN 
 
                                    By:   The Administrative Committee of the  
                                          Hartco Flooring Company Retirement  
                                          Savings Plan 
 
 
                                          By:  /s/ Jennifer Wisdom 
                                             --------------------------------- 
                                             Jennifer Wisdom, Committee Member 
 
 
                                    HARTCO FLOORING COMPANY 
                                    BARGAINING EMPLOYEES' RETIREMENT 
                                    SAVINGS PLAN 
 
                                    By:   The Administrative Committee of the  
                                          Hartco Flooring Company Bargaining  
                                          Employees' Retirement Savings Plan 
 
 
                                          By:  /s/ Jennifer Wisdom 
                                             --------------------------------- 
                                             Jennifer Wisdom, Committee Member
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