






                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549


                                 FORM 10-Q


/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES
EXCHANGE ACT OF 1934 for the quarterly period ended September 30,
1997, OR


/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES
EXCHANGE ACT OF 1934 for the transition period from ----  to  ----.

Commission File No.     0-13805


               AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
          (Exact name of registrant as specified in its charter)

                   Michigan  (State of incorporation)

         38-0983610  (IRS Employer Identification Number)

    168 Louis Campau Promenade. N.W., Suite 400, Grand Rapids, MI,
49503
                            (616) 336-9400
   (Address of principal executive offices, zip code, telephone
number)



Indicate  by  check  mark whether the registrant  (1)  has  filed  all
reports  required to be filed by Section 13 or 15(d) of the Securities
Exchange  Act  of  1934 during the preceding 12 months  (or  for  such
shorter  period that the registrant was required to file such reports)
and  (2) has been subject to such filing requirements for the past  90
days.
Yes  /X/      No  / /


The number of shares outstanding of registrant's common stock, par
value $1.00 per share, at November 1, 1997 was 4,272,406 shares.









<PAGE> 2
PART I.  FINANCIAL INFORMATION, ITEM 1.  FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION AND SUBSIDIARIES

                                                 September 30 December 31
                                                     1997        1996
                                                 -----------   -----------
                                                 (Unaudited)
CURRENT ASSETS:
  Accounts receivable, less allowances           $14,569,500   $20,721,800

  Inventories:  Raw Materials                      6,384,700     6,841,400
                Work in Process                    3,134,400     3,380,900
                Finished Goods                     8,759,200    10,389,900
                                                 -----------   -----------
                                                  18,278,300    20,612,200

  Prepaid expenses and other current assets        3,110,000     1,459,400
                                                 -----------   -----------
    Total current assets                          35,957,800    42,793,400

PROPERTY AND EQUIPMENT:
  Land                                               265,300       265,300
  Buildings and improvements                      13,939,300    13,715,300
  Machinery and equipment                         33,569,800    32,375,700
  Construction in progress                         1,502,200       760,200
                                                 -----------   -----------
                                                  49,276,600    47,116,500
  Less accumulated depreciation                  (26,281,500)  (23,558,900)
                                                 -----------   -----------
                                                  22,995,100    23,557,600

OTHER ASSETS                                         762,800       154,500
                                                 -----------   -----------
                                                 $59,715,700   $66,505,500
                                                 ===========   ===========

CURRENT LIABILITIES:
  Accounts payable                               $ 2,866,000   $6,144,500
  Payroll and related benefits                     3,050,400    2,203,500
  Accrued allowances                               2,161,500    2,733,100
  Other current liabilities                        2,487,800    3,271,900
  Current portion of long term debt                  500,000      500,000
                                                 -----------   -----------
      Total current liabilities                   11,065,700   14,853,000

LONG-TERM DEBT                                     5,000,000   11,100,000
OTHER LONG-TERM LIABILITIES                        3,167,400    2,584,000

SHAREHOLDERS' EQUITY:
  Common Stock                                     4,272,400    4,246,400
  Additional paid-in capital                      20,932,500   20,842,300
  Retained earnings                               15,277,700   12,879,800
                                                 -----------   -----------
                                                  40,482,600   37,968,500
                                                 -----------  -----------
                                                 $59,715,700  $66,505,500
                                                 ===========  ===========

See accompanying notes to condensed consolidated financial statements
<PAGE>  3

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION AND SUBSIDIARIES



                           Three Months Ended          Nine Months
Ended
                             September 30                 September 30
                           1997         1996           1997       1996
                       -----------  -----------    -----------  -----------
Net sales              $22,816,800  $31,661,100    $73,020,500  $83,227,000
Cost of sales           18,903,000   25,074,800     60,101,100   66,479,200
                       -----------  -----------    -----------  -----------
  Gross profit           3,913,800    6,586,300     12,919,400   16,747,800

Selling, general and
  administrative         5,052,600    5,673,100     16,288,300   15,501,500
                       -----------  -----------    -----------  -----------
  Operating
    income (loss)       (1,138,800)     913,200     (3,368,900)   1,246,300

Other expense (income):
  Litigation settlement
    income, net                                     (3,930,700)
  Interest expense          31,300      161,200        273,600      349,100
  Other, net                (1,600)       2,400        (35,400)      (6,100)
                       -----------  -----------     ----------  -----------
                            29,700      163,600     (3,692,500)     343,000
                       -----------  -----------    -----------  -----------
  Pretax income (loss)  (1,168,500)     749,600        323,600      903,300

Income taxes (benefit)    (409,000)     224,900     (2,074,300)     271 000
                       -----------  -----------   ------------  -----------
  NET INCOME (LOSS)    $  (759,500) $   524,700    $ 2,397,900  $   632,300
                       ===========  ===========   ============  ===========

Average number of common
  and common equivalent
  shares outstanding     4,282,300    4,271,900      4,288,500    4,245,300
                         =========    =========      =========    =========

Earnings (loss) per share  $(0.18)        $0.12          $0.56        $0.15
                           =======        =====          =====        =====

See accompanying notes to condensed consolidated financial statements.






<PAGE>  4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION AND SUBSIDIARIES



                                                     Nine Months Ended
                                                         September 30
                                                     1997         1996
                                                  ----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES              $8,223,300    $(2,673,300)

CASH FLOWS USED IN INVESTING ACTIVITIES:
  Purchases of property and equipment             (2,239,500)    (2,306,300)
  Other                                                              13,600
                                                  ----------    -----------
  Net cash used in investing activities           (2,239,500)    (2,292,700)

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
  Proceeds from revolving credit agreement         5,500,000      5,700,000
  Payments on revolving credit agreement         (11,600,000)    (1,000,000)
  Issuance of common stock                           116,200        266,000
                                                  ----------     ----------
    Net cash provided by (used in)
      financing  activities                      (5,983,800)      4,966,000
                                                  ----------     ----------

NET INCREASE IN CASH AND EQUIVALENTS                       0              0

CASH AND EQUIVALENTS AT BEGINNING OF YEAR                  0              0
                                                  ----------     ----------
CASH AND EQUIVALENTS AT END OF QUARTER            $        0     $        0
                                                  ==========     ==========



See accompanying notes to condensed consolidated financial statements.









<PAGE>  5

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION AND SUBSIDIARIES

NOTE 1--BASIS OF PRESENTATION
The  condensed consolidated financial statements included herein  have
been   prepared  by  Ameriwood  Industries  International  Corporation
("Ameriwood" or the "Company"), without audit, pursuant to  the  rules
and  regulations  of the Securities and Exchange Commission.   Certain
information  and footnote disclosures normally included  in  financial
statements  prepared in accordance with generally accepted  accounting
principles have been condensed or omitted pursuant to such  rules  and
regulations.   It  is  suggested  that  these  condensed  consolidated
financial  statements  be read in conjunction  with  the  consolidated
financial  statements and notes thereto included in  Ameriwood's  1996
annual report on Form 10-K.

In  February  1997,  the Financial Accounting Standards  Board  issued
Statement  of  Financial Accounting Standards No. 128,  "Earnings  per
Share".  The Statement simplifies the standards for computing earnings
per  share, replacing the presentation of primary earnings  per  share
with a presentation of basic earnings per share. SFAS No. 128 requires
dual  presentation of basic and diluted earnings per share on the face
of  the  income  statement  for  all  entities  with  complex  capital
structures.   Basic earnings per share is computed by dividing  income
available  to  common stockholders by the weighted-average  number  of
common  shares  outstanding.  Diluted earnings per share  is  computed
similarly to fully diluted earnings per share pursuant to APB  Opinion
No.  15,  Earnings per Share, which is superseded by  this  Statement.
This  Statement  is  effective  for financial  statements  issued  for
periods  ending after December 15, 1997, with early application  being
prohibited.   The Company has not yet determined the  impact  of  this
Statement on its consolidated financial statements.

In  the  opinion  of management, the accompanying unaudited  condensed
consolidated financial statements contain all adjustments necessary to
present  fairly the financial position of the Company as of  September
30,  1997 and December 31, 1996 and the results of its operations  and
its  cash  flows for the three and nine month periods ended  September
30, 1997 and 1996.  All such adjustments are of a normal and recurring
nature.   Operating  results  for the  three  and  nine  months  ended
September  30, 1997 are not necessarily indicative of the  results  of
operations for the year ending December 31, 1997.

NOTE 2--SHAREHOLDER LITIGATION AND SETTLEMENTS
In  April 1997, the Company reached a settlement related to its  long-
standing  litigation  against  its former  auditors.   The  litigation
related to services provided to the Company from 1986 to 1990.   Under
the  terms of the settlement, which was reached in U.S. District Court
for  the  Western  District  of  Michigan,  in  Grand  Rapids,  Mich.,
Ameriwood  received $6.25 million, before related expenses,  in  April
1997.   Additionally, a counterclaim against the Company was  dropped.
The  settlement resulted in a one-time after-tax gain of $4.7 million,
or  $1.10  per share for the first quarter ended March 31, 1997.   The
recovery  is  considered a return of capital  and  therefore,  is  not
subject to income taxes.
<PAGE>  6

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS.

Consolidated  net  sales  for  the third quarter  were  $22.8  million
compared  to  $31.7 million in the same period last  year.   Furniture
sales were down  32%, primarily due to sales declines in the warehouse
club and office superstore channels.  Custom Solutions sales were down
19%,  the result of continued softness in the speaker related  portion
of   the  consumer  electronics  market,  and  BIC  sales  were  flat.
Consolidated net sales year-to-date were $73.0 million, a  decline  of
$10.2  million  or 12% from the prior year-to-date.   Furniture  sales
were down 16%, Custom Solutions sales were flat, and BIC sales were up
10%.

Gross  margin declined to 17.2% for the quarter and 17.7% year-to-date
compared  to  20.9% and 20.1% respectively in 1996.   The  decline  in
gross   margin  is  due  principally  to  reduced  sales  volume   and
unfavorable  overhead  absorption variances from  adjusted  production
schedules.

SG&A  expense for the third quarter was down $620,000 from  the  prior
year  period.   The  decrease is the result of  both  a  reduction  in
allowances that are classified as selling expense, reduced commissions
related  to lower volume, and significant cost reduction efforts  that
were implemented in August.

For  the quarter ended September 30, 1997, the Company reported a  net
loss  of  $759,500,  or $0.18 per share, compared  to  net  income  of
$524,700,  or $0.12 per share, for the same period in 1996.   For  the
nine  months  ended September 30, 1997, net income was $2,397,900,  or
$0.56  per  share, compared to net income of $632,300,  or  $0.15  per
share, in the prior year.

Included  in  income for the first nine months of 1997 is  a  one-time
after-tax  gain  of  $4.7  million, net  of  related  expenses  for  a
settlement   related  to  litigation  against  the  Company's   former
auditors.  Please see Note 2-Shareholder Litigation and Settlements in
the  accompanying financial statements.  Excluding the effect  of  the
one-time gain, results of operations for the first nine months of 1997
would have been a loss of $2,344,700, or $0.55 per share.

CAPITAL RESOURCES AND LIQUIDITY
Working  capital remains strong at $24.9 million, but is down  from  a
year  end  level of $27.9 million, due to a decrease in  net  accounts
receivables and and  inventories.   The  declines  are  the  result  of  a
continued effort to manage inventory levels, strong efforts in  credit
and collection, and a decline in sales volume.

Current liabilities were down $3.8 million from year end levels; lower
than  planned production schedules reduced purchases which  created  a
lower  accounts  payable liability.  Borrowings  under  the  Company's
revolving  credit  facility were $500,000 at  the  end  of  the  third
quarter  as  compared to $6.6 million at the end of 1996.  Funds  from
the  litigation settlement were used to pay down borrowings  in  April
1997.
<PAGE>  7

Capital  expenditures and commitments of $3.6 million  for  the  first
nine months of 1997 consisted mainly of expenditures for machinery and
equipment  related  to  improving  product  design  capabilities   and
manufacturing  efficiencies.  Ameriwood is  currently  planning  total
capital  expenditures  for 1997 of approximately  $10  million.   This
increased  investment will, among other things,  enable the Company to
offer more innovative designs to meet consumers' needs.

Management  believes  the Company's present liquidity,  combined  with
cash  flow from future operations, and the Company's revolving  credit
facility, will be adequate to fund operations and capital expenditures
for  the  remainder  of 1997 and 1998.  In the event  more  funds  are
required,  additional  long-term borrowings  are  an  alternative  for
meeting liquidity and capital resource needs.


PART II.  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.
(a)   Exhibits.  Reference is made to the index on page 9 of this Form
10-Q.

(b)   Reports  on Form 8-K.  No reports on Form 8-K were filed  during
the three months ended September 30, 1997.
<PAGE>  8


SIGNATURES

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


                    AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION

November 11, 1997   /s/ Charles R. Foley
                    ---------------------
                    Charles R. Foley
                    President and Chief Executive Officer
                    (Principal Executive Officer)



November 11, 1997   /s/ Marlan R. Smith
                    ----------------------
                    Marlan R. Smith
                    Vice President and Chief Financial Officer
                    (Principal Financial and Accounting Officer)


























<PAGE> 9

                                 EXHIBIT INDEX
----------------------------------------------------------------------------
3(a)   Restated  Articles of Incorporation, as amended June  24,  1993
(filed  as exhibit to Form 10-K for the year ended December  31,  1993
and incorporated by reference)

3(b)  Bylaws, as amended through January 28, 1996 (filed as exhibit to
Form  10-K  for  the year ended December 31, 1995 and incorporated  by
reference)

4(a)   Indenture  of  Trust relating to $5,000,000 Michigan  Strategic
Fund  Industrial  Development Revenue Bonds due in 2006,  and  related
Loan  Agreement,  Letter of Credit Agreement,  Mortgage  and  Security
Agreement  and  Irrevocable Transferable Letter of  Credit  (filed  as
exhibits  to  Form  10-K  for the year ended  December  31,  1989  and
incorporated by reference)

4(b)   Second Amendment, dated June 19, 1992, to Letter of Credit with
Harris  Trust  and  Savings Bank, dated November  1,  1986  (filed  as
exhibit  to  Form  10-Q  for  the quarter  ended  June  30,  1992  and
incorporated by reference)

4(c)   Third  Amendment, dated January 13, 1995, to Letter  of  Credit
with Harris Trust, dated November 1, 1986 (filed as exhibit to Form 10-
K for the year ended December 31, 1994 and incorporated by reference)

4(d)   Letter of Credit Agreement Waiver with Harris Trust and Savings
Bank,  dated February 27, 1996 (filed as exhibit to Form 10-K for  the
year ended December 31, 1995 and incorporated  by reference)

4(e)  Fourth Amendment, dated August 2, 1996, to Letter of Credit with
Harris  Trust  and  Savings Bank, dated November  1,  1986  (filed  as
exhibit  to  Form  10-Q  for  the quarter  ended  June  30,  1996  and
incorporated by reference)

4(f)   Credit  Agreement with Harris Trust and Savings  Bank  and  The
First  National  Bank of Chicago, dated January  13,  1995  (filed  as
exhibit  to  Form  10-K  for  the year ended  December  31,  1994  and
incorporated by reference)

4(g)  First Amendment to Credit Agreement and Waiver with Harris Trust
and Savings Bank, dated February 27, 1996 (filed as exhibit to Form 10-
K for the year ended December 31, 1995 and incorporated by reference)

4(h)   Second  Amendment  to Credit Agreement with  Harris  Trust  and
Savings Bank, dated August 2, 1996 (filed as exhibit to Form 10-Q  for
the quarter ended June 30, 1996 and incorporated by reference)

4(i)   Ameriwood  Industries International  Corporation  common  stock
certificate  specimen (filed as exhibit to Form 10-Q for  the  quarter
ended March 31, 1993 and incorporated by reference)

4(j)   Rights  Agreement,  dated  April  4,  1996,  between  Ameriwood
Industries and Harris Trust, as Rights Agent (filed as exhibit to Form
10-Q  for  the  quarter  ended  June  30,  1996  and  incorporated  by
reference)

The  following  contracts  identified  with  "*"  are  agreements   or
compensation  plans  relating  to  executive  officers,  directors  or
related parties.

*10(a)  1984 Incentive Stock Option Plan, as amended (filed as exhibit
to  Form 10-K for the year ended December 31, 1990 and incorporated by
reference)
<PAGE> 10

*10(b)   Ameriwood  Industries 1993 Stock  Incentive  Plan  (filed  as
Exhibit  A  to  the  definitive proxy statement  dated  May  10,  1993
relating  to  the  Company's  1993  annual  meeting  incorporated   by
reference)

*10(c)  Ameriwood Industries 1992 Non-Employee Directors' Stock Option
Plan  (filed with the definitive proxy statement dated June  26,  1992
relating  to  the  Company's 1992 annual meeting and incorporated   by
reference)

*10(d)  Ameriwood Industries 1995 Non-Employee Directors' Stock Option
Plan  (filed with the definitive proxy statement dated April 12,  1995
relating  to  the  Company's 1995 annual meeting and incorporated   by
reference)

*10(e)   Form of Stock Option Agreement dated February 14,  1991  with
Neil  L.  Diver  (filed as exhibit to Form 10-K  for  the  year  ended
December 31, 1990 and incorporated  by reference)

*10(f)   Rospatch Corporation Annual Incentive Plan (filed as  exhibit
to Form 10-K for the year ended December 31, 1990 and incorporated  by
reference)

*10(g)  Non-employee directors consultation fee arrangements (filed as
exhibit  to  Form  10-K  for  the year ended  December  31,  1992  and
incorporated  by reference)

*10(h)    Form  of  Indemnity  Agreement  entered  into  between   the
registrant  and  certain executive officers and  directors  (filed  as
exhibit  to  Form  10-K  for  the year ended  December  31,  1994  and
incorporated by reference)

*10(i)   Form  of Management Retention Agreement entered into  between
the registrant and certain executive officers

*10(j)  Form of Variable Life Policy for certain executive officers of
the  registrant  (filed as exhibit to Form 10-K  for  the  year  ended
December 31, 1993 and incorporated by reference)

*10(k)   Form  of Split-Dollar Life Insurance Agreement  entered  into
between  the  registrant  and  certain executive  officers  (filed  as
exhibit  to  Form  10-K  for  the year ended  December  31,  1993  and
incorporated by reference)

*10(l)   Form of Collateral Assignment Agreement entered into  between
the  registrant and certain executive officers (filed  as  exhibit  to
Form  10-K  for  the year ended December 31, 1993 and incorporated  by
reference)

*10(m)   Form of Severance Compensation Agreement entered into between
the  registrant and certain executive officers (filed  as  exhibit  to
Form  10-K  for  the year ended December 31, 1993 and incorporated  by
reference)

*10(r)  Letter agreement regarding duties as Interim President and CEO
dated  February 22, 1996 between the registrant and Charles  R.  Foley
(filed  as exhibit to Form 10-K for the year ended December  31,  1995
and incorporated by reference)

<PAGE> 11

*10(s)   Severance  Compensation Agreement entered  into  between  the
registrant  and  Charles  R. Foley,  dated April  8,  1997  (filed  as
exhibit  to  Form  10-Q  for  the quarter  ended  June  30,  1997  and
incorporated by reference)

*10(t)  Contingent Supplemental Executive Retirement Plan entered into
between  the registrant and certain executive officers dated July  15,
1997

27      Financial Data Schedule

