

April 8, 1997

Dear Mr. Foley:

The  Board of Directors appointed you Chief Executive Officer and
President  of  Ameriwood Industries International  (the  Company)
effective  January 17, 1997.  You accepted this  appointment  and
agreed to render services to the Company, at the pleasure of  the
Board  of  Directors, until terminated by either the  Company  or
you.   As Chief Executive Officer and President, you are employed
in  a  managerial  capacity to manage and operate  the  Company's
business.  You  shall conscientiously perform  these  duties  and
reasonably  devote all of your compensated time  to  conduct  the
Company's business.

At  the date of this letter, and as approved by the Board in  the
February  13,  1997 minutes, your base annual salary compensation
is  $220,000 which may be adjusted from time to time by the Board
of  Directors.  Your Company benefits for medical, dental,  life,
disability,  401-K,  and ESOP will be in accordance  with  normal
company  policy and applicable plans.  Your "Management Retention
Agreement",  "Indemnity" and "SERP" agreements remain  unchanged,
subject  to mutual approved modification by you and the Board  of
Directors.  You continue to be eligible for participation in  the
executive   management  incentive  program   with   amounts   and
guidelines as also approved by the Board of Directors on February
13, 1997.  Other benefits including a leased car, tax preparation
fees,  club  membership and vacation, will be in accordance  with
normal   Company  policy  (except  for  the  "rollover"  vacation
approved  by  the  Board in your interim Chief  Executive  letter
agreement dated February 19, 1996).

Your employment may be terminated, without any further obligation
by  Ameriwood to compensate you as an employee, in the event  you
are  convicted  of  any  criminal offense  arising  out  of  your
employment  status  with the Company or in the  event  of  active
malfeasance  or  in  the  event of your unreasonable  failure  or
refusal  to  carry  out  your  duties.   In  the  event  you  are
terminated  under any other circumstances, you  shall  receive  a
lump  sum,  within  fifteen (15) days of the  effective  date  of
termination,  equal  to  your  annual  salary  at  the  date   of
termination,  but  not less than $220,000; continuance  of  basic
group  benefits  (including medical, dental, life and  disability
and  401-K and ESOP) in accordance with the applicable plans, for
one  year  from date of termination; and $10,000 for outplacement
assistance.  Any options you have outstanding are governed  under
exisiting  option  plan guidelines for the Company.   Your  Stock
Appreciation Rights (SAR's), which the Company granted to you  on
March  12,  1996, are exercisable beginning concurrent with  your
appointment  on January 17, 1997 and until as specified  in  your
SAR agreement.

You  also agree that in any event you resign from employment with
Ameriwood for any reason, you will provide Ameriwood with no less
than one month notice of resignation.

Very Truly Yours,

/s/Neil L. Diver
----------------
Neil L. Diver
Chairman of the Board
Ameriwood Industries International Corporation


Agreed to by:
/s/ Charles R. Foley
--------------------
Charles R. Foley
President and Chief Executive Officer

