PALEX INC
8-A12G/A, 1997-01-28
MILLWOOD, VENEER, PLYWOOD, & STRUCTURAL WOOD MEMBERS
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                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549



                                 AMENDMENT NO.1

                                       TO

                                    FORM 8-A



                For Registration of Certain Classes of Securities
                     Pursuant to Section 12(b) or (g) of the
                         Securities Exchange Act of 1934



                                   PALEX, INC.
             (Exact name of registrant as specified in its charter)




                Delaware                                76-0520673
(State of incorporation or organization)    (I.R.S. Employer Identification No.)



         3555 Timmons Lane
         Suite 610
         Houston, Texas                                    77027
(address of principal executive offices)                 (Zip Code)





SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                      None
                                      ----
                                (Title of Class)

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

Title of each class                          Name of each exchange on which
to be so registered:                         each class is to be registered:

Common Stock,
par value, $.01 per share                         NASDAQ  National Market
- --------------------------                        -----------------------

                                       -1-

<PAGE>



ITEM 1.        DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

               A description of the common stock,  par value $.01 per share (the
"Common Stock"), of PalEx, Inc. (the "Registrant") to be registered hereunder is
set forth under the captions  "Prospectus  Summary" and  "Description of Capital
Stock" in the prospectus included in the Registrant's  Registration Statement on
Form S-1 (No.  333-18683),  as filed with the Securities and Exchange Commission
on December 24, 1996 under the Securities  Act of 1933, as amended,  and will be
set forth in any  prospectus  filed in accordance  with Rule 424(b)  thereunder,
which description is incorporated herein by reference.

ITEM 2.        EXHIBITS

        The following  exhibits to this  Registration  Statement on Form 8-A are
either  filed  herewith or are  incorporated  by  reference  from the  documents
specified, which have been filed with the Securities and Exchange Commission.

    *     1.        Registrant's   Registration   Statement  on  Form  S-1  (No.
                    333-18683),  as  amended,  filed  with  the  Securities  and
                    Exchange  Commission on December 24, 1996 (the "Registration
                    Statement").

          2.        Amended and Restated  Certificate  of  Incorporation  of the
                    Registrant  (incorporated  by reference  from Exhibit 3.1 to
                    the Registration Statement).

          3.        Bylaws of the  Registrant  (incorporated  by reference  from
                    Exhibit 3.2 to the Registration Statement).

          4.        Specimen  Certificate  evidencing  shares of Common Stock of
                    the Registrant  (incorporated  by reference from Exhibit 4.1
                    to the Registration Statement).

- ------------------
*       Previously filed.


                                       -2-

<PAGE>





                                    SIGNATURE

               Pursuant  to the  requirements  of Section  12 of the  Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:  January 15, 1997

                                          PALEX, INC.



                                          By:     /s/ VANCE K. MAULTSBY, JR.
                                              ------------------------------
                                                    Vance K. Maultsby, Jr.
                                           President and Chief Executive Officer




                                       -3-


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