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                                EXHIBIT 22

                           SHAREHOLDER PROPOSAL

          RESOLVED, that the shareholders of Ameriwood Industries International
Corporation ("Ameriwood"), believing that their investment can best be maximized
through the sale or merger of Ameriwood, urge the Board of Directors to
establish a committee ("Committee") to investigate and facilitate a sale or
merger of Ameriwood or an ESOP buy out.  While the Committee's recommendations
shall not be binding on the Board, the Board should use all reasonable efforts
to facilitate the Committee's effective operation.

          The Committee should consist of (1) directors of Ameriwood who are
not, and in the past five years have not been, officers (the Chairman of the
Board is considered an officer) or employees of Ameriwood and (2) a
nonmanagement person nominated by Ameriwood's ESOP participants to represent
employees' interests.

                           SUPPORTING STATEMENT

          This proposal is submitted by Jacob Mol.  It is supported by Concerned
Shareholders for Better Management of Ameriwood ("Concerned Shareholders"), a
shareholder group.

          Neil Diver has been Chairman of the Board since 1991, but I don't
believe that he has the leadership ability or expertise to guide Ameriwood into
the future.  In fact, his record in leading the company has been dismal.

          Ameriwood achieved record sales and earnings in 1993.  Mr. Diver's
optimism at the time, however, was unfounded.  Since then, Ameriwood has
performed poorly.  In addition, Ameriwood has seen few benefits from its 1994
capital expenditures of $16 million, designed to reduce costs and streamline
operations, or from its pre-tax charges of $1.4 million incurred in that year,
designed to reorganize the company.

          Since 1993, Ameriwood has had two Chief Executive Officers and three
Chief Financial Officers.  In 1996, the President who achieved record earnings
and sales in 1993 resigned.  Charles Foley, his replacement, and Mr. Diver have
assured us that business was strong, but shareholders have seen few positive
results.  While the two other publicly traded ready-to-assemble furniture
companies are experiencing record or near-record years, Ameriwood experienced a
28% loss in sales in the third quarter and continues to lose money from
operations and market share at an alarming pace.

          Through the ESOP, Ameriwood's employees are its largest shareholder.
While employees depend on the ESOP for retirement security, since December 31,
1993 through the third quarter of 1997, the value of shares in the ESOP has
fallen over 57%.  During that same period, the S&P 500 index returned 122%.



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          Due to Ameriwood's poor performance and management's inability to
instill confidence that performance will improve, I believe that Ameriwood
should be merged or sold.  This seems the only way to provide employee
security and enhance shareholder value.  To that end, the Committee should
investigate sales or mergers upon the best terms possible.  The Committee's
proposed composition should ensure an objective evaluation process and
provide Ameriwood's employees with a voice in any potential transaction.

          Concerned Shareholders and I urge you to vote "FOR" this proposal.
If management opposes this proposal and you want to vote for it, mark the "FOR"
box on the proxy card next to the proposal.

