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                                EXHIBIT 23

                           SHAREHOLDER PROPOSAL

          RESOLVED, that the shareholders recommend that the Board of Directors,
at the earliest practical date, redeem or submit to a binding shareholder vote
the Company's Rights Agreement adopted in April 1996, and submit any and all
similar plans or agreements considered in the future for shareholder approval
prior to the adoption of such plans or agreements.

                           SUPPORTING STATEMENT

          This shareholder proposal is submitted by NorDruk Investment Company,
Limited Partnership, a shareholder in the Company.  It is supported by Concerned
Shareholders for Better Management of Ameriwood (the "Concerned Shareholders"),
a shareholder group of which NorDruk is a member.

          In April 1996, the Company adopted a Rights Agreement, also known as a
"poison pill." The Rights Agreement was adopted without shareholder approval.
As a poison pill, the Rights Agreement may serve to harm shareholder value and
entrench current management by deterring stock acquisition offers that are not
favored by the Board of Directors.  In NorDruk's view, management's failure to
seek the input and approval of the Company's shareholders on an action of such
critical importance indicates that management is placing its interests above
those of the shareholders.  

          The Securities and Exchange Commission has stated: "Tender offers can
benefit shareholders by offering them an opportunity to sell their shares at a
premium and by guarding against management entrenchment.  However, because
poison pills are intended to deter non-negotiated tender offers, and because
they have this potential effect without shareholder consent, poison pill plans
can effectively prevent shareholders from even considering the merits of a
takeover that is opposed by the board."  SEC Release No. 34-23486 (July 31,
1986).

          NorDruk believes that the adoption of the Rights Agreement
significantly reduces management's accountability to shareholders and that the
adoption of the Rights Agreement without shareholder approval was contrary to
the long-term interests of all shareholders and offensive to the concepts of
management accountability and corporate democracy.  If the Rights Plan is
redeemed or rejected by the shareholders, NorDruk believes that the Company and
its Board of Directors will be better positioned to advance the interests of
shareholders and maximize shareholder values.

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

