AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 1,
1997
REGISTRATION NO. 333-32659
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8 POS
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_________________________
TJ INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 82-0250992
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
200 E. MALLARD DRIVE
BOISE, IDAHO 83706
(Address, Including Zip Code, of Principal Executive Offices)
KEY EMPLOYEES' 1996 STOCK OPTION PLAN
(Full title of the Plan)
_________________________
RICHARD B. DRURY
CORPORATE SECRETARY
TJ INTERNATIONAL, INC.
200 E. MALLARD DRIVE
BOISE, IDAHO 83706
TELEPHONE (208) 364-3300
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent for Service)
____________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
_________________________________________________________________
TITLE OF EACH PROPOSED PROPOSED
CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO TO BE OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
(1) (2) (2)
_________________________________________________________________
<S> <C> <C> <C> <C>
COMMON STOCK, 1,500,000 24 36,000,000 12,413.79
PAR VALUE
$1.00 PER
SHARE
_________________________________________________________________
<FN>
(1) This Registration Statement relates to the
registration of One Million Five Hundred Thousand (1,500,000)
shares of $1.00 par value common stock ("Common Stock") for
issuance or delivery under the TJ International, Inc. Key
Employees' 1996 Stock Option Plan (the "Plan"). Pursuant to Rule
416(a) under the Securities Act of 1933, this Registration
Statement also relates to such indeterminate number of additional
shares of Common Stock as may be issuable to eliminate any
dilutive effect of any future stock split, stock dividend or
similar transaction.
(2) Estimated solely for the purpose of calculating the
registration fee. Pursuant to Rule 457 under the Securities Act
of 1933, as amended, the price per share is estimated to be
24 based upon the average high and low prices for TJ
International, Inc. Common Stock as reported on the NASDAQ
National Market on July 30, 1997.
</FN>
</TABLE>
_________________________________________________________________
<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 Boise, State of Idaho, on August 1, 1997.
TJ INTERNATIONAL, INC.
By: /S/ Thomas H. Denig
-----------------------------------
Thomas H. Denig
President 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 dates
indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
<S> <C> <C>
/s/Thomas H. Denig President and Chief
Executive Officer August 1, 1997
(Principal Executive
Officer and Director)
/s/Valerie A. Vice President, Finance
Heusinkveld and Chief Financial August 1, 1997
Officer (Principal
Financial and
Accounting Officer)
/s/Harold E. Chairman of the Board August 1, 1997
Thomas*
/s/Robert B. Director August 1, 1997
Findlay*
/s/Joyce A. Director August 1, 1997
Godwin*
/s/J.L. Scott* Director August 1, 1997
/s/Jerre L. Stead* Director August 1, 1997
/s/Arthur L. Director August 1, 1997
Troutner*
<PAGE>
/s/Steven C. Director August 1, 1997
Wheelwright*
/s/William J. Director August 1, 1997
White*
</TABLE>
* Thomas H. Denig, by signing his name hereto, does
hereby sign this Registration Statement on behalf of each of the
above-named directors of TJ International, Inc., pursuant to
powers of attorney executed on behalf of each such director.
By:
/s/ Thomas H. Denig
Thomas H. Denig
Attorney-in-fact
<PAGE>
EXHIBIT 23.02
CONSENT OF ARTHUR ANDERSEN LLP
<PAGE>
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to
the incorporation by reference in this registration statement of
our report dated January 30, 1997, included in the Company's
Form 10-K for the year ended December 28, 1996, and to all
references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
/s/ Arthur Andersen LLP
Boise, Idaho
July 31, 1997
