8-A12G: Form for registration of a class of securities pursuant to Section 12(g)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


________________

FORM 8-A


FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934


PATRICK INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)



Indiana 35-1057796
(State of in incorporation of organization) (IRS Employer Identification
No.)



1800 South 14th Street, P.O. Box 638, Elkhart, Indiana 46515
(Address of principal executive offices) (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:


Title of each class Name of each exchange of which
to be so registered each class is to be registered

None Not applicable



Securities to be registered pursuant to Section 12(g) of the Act:


Preferred Share Purchase Rights
(Title of Class)

Item 1. Description of Registrant's Securities to be Registered

On February 29, 1996, the Board of Directors of Patrick Industries,
Inc., an Indiana corporation (the "COMPANY"), declared a dividend of a right
(a "RIGHT") for each share of Common Stock, without par value, of the Company
(the "COMMON STOCK"). The dividend is payable on April 8, 1996 to
shareholders of record at the close of business on March 20, 1996 (the
"RECORD DATE") and with respect to all shares of Common Stock that become
outstanding after the Record Date and prior to the earliest of the Separation
Date (as defined below), the redemption of the Rights, the exchange of the
Rights and the expiration of the Rights. Except as set forth below and
subject to adjustment as provided in the Rights Agreement (as defined below),
each Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of the Company's Preferred Stock, Series A, without
par value (the "PREFERRED STOCK"), at an exercise price of $30 per Right (the
"PURCHASE PRICE"). The description and terms of the Rights are set forth in
a Rights Agreement dated as of March 20, 1996 (the "RIGHTS AGREEMENT"),
between the Company and Harris Trust and Savings Bank, as Rights Agent (the
"RIGHTS AGENT").

The Rights will be evidenced by Common Stock certificates and not
separate certificates until the earlier to occur of (i) 10 days following the
date of public disclosure that a person or group, together with persons
affiliated or associated with it (an "ACQUIRING PERSON"), other than (x)
Mervin D. Lung, his spouse or any trust or partnership established by either
of them, (y) David D. Lung or (z) a person acquiring its stock directly from
the Company and approved by the Company's disinterested directors, has
acquired, or obtained the right to acquire, beneficial ownership of 20% or
more of the outstanding Common Stock (the "STOCK ACQUISITION DATE") and (ii)
10 days following commencement or disclosure of an intention to commence a
tender offer or exchange offer by a person other than the Company and certain
related entities if, upon consummation of the offer, such person or group,
together with persons affiliated or associated with it, could acquire
beneficial ownership of 30% or more of the outstanding Common Stock (the
earlier of such dates being called the "SEPARATION DATE"). Until the
Separation Date (or earlier redemption or expiration of the Rights), the
transfer of Common Stock will also constitute transfer of the associated
Rights. Following the Separation Date, separate certificates will evidence
the Rights.

The Rights will first become exercisable on the Separation Date (unless
sooner redeemed). The Rights will expire at the close of business on March
20, 2006 (the "EXPIRATION DATE"), unless earlier redeemed or exchanged by the
Company as described below.

The Purchase Price and the number of shares of Preferred Stock or other
securities, cash or other property issuable upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event
of a stock dividend or distribution on, or a subdivision, combination or
reclassification of, the Preferred Stock, (ii) upon the grant to holders of
the Preferred Stock of certain rights, options, warrants to subscribe for
Preferred Stock or securities convertible into Preferred Stock at less than
the current market price of the Preferred Stock, or (iii) upon the
distribution to holders of the Preferred Stock of other securities, cash
(excluding regular periodic cash dividends at an annual rate not in excess of
125% of the annualized rate of cash dividends paid during the preceding
fiscal year), property, evidences of indebtedness, or assets.

In the event that, following the Separation Date, the Company is
acquired in a merger or other business combination in which the Common Stock
does not remain outstanding or is changed or 50% or more of its consolidated
assets or earning power is sold, leased, exchanged, mortgaged, pledged or
otherwise transferred or disposed of (in one transaction or a series of
transactions) the Rights will "FLIP OVER" and entitle each holder of a Right,
except the Acquiring Person or as provided below, to purchase, upon the
exercise of the Right at the then-current Purchase Price, that number of
shares of common stock of the acquiring company (or, in certain
circumstances, one of its affiliates) that at the time of such transaction
would have a market value of two times the Purchase Price.

If (i) a person acquires beneficial ownership of 25% or more of the
Common Stock, (ii) the Company is the surviving corporation in a merger with
an Acquiring Person and the Common Stock remains outstanding and unchanged,
or (iii) an Acquiring Person engages in a "SELF-DEALING" transaction
specified in the Rights Agreement, the Rights will "FLIP IN" and entitle each
holder of a Right, except the Acquiring Person or as provided below, to
purchase, upon exercise at the then-current Purchase Price, that number of
shares of Common Stock having a market value of two times the Purchase Price.

Any "flip over" event or "flip in" event is a "TRIGGERING EVENT."

Any Rights beneficially owned at any time on or after the Separation
Date by an Acquiring Person or an affiliate or associate of an Acquiring
Person (whether or not such ownership is subsequently transferred) will
become null and void upon the occurrence of the earlier of the Board of
Director's decision to exchange the Rights and a Triggering Event, and any
holder of such Rights will have no right to exercise such Rights.

Under certain circumstances, the disinterested directors can approve a
transaction with a specific shareholder and freeze the Rights in connection
with that specific transaction.

With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. Holders will have no right to receive fractional shares
of Preferred Stock (other than fractions which are integral multiples of one
one-hundredth of a share of Preferred Stock) upon the exercise of Rights. In
lieu of such fractional shares, an adjustment in cash may be made based on
the market price of the Preferred Stock on the last trading date prior to the
date of exercise.

The number of outstanding Rights and the number of one one-hundredths of
a share of Preferred Stock issuable upon exercise of each Right and the
Purchase Price are also subject to adjustment in the event of a stock split
of the Common Stock or distributions, subdivisions, consolidations or
combinations of the Common Stock occurring, in any such case, prior to the
Separation Date.

At any time prior to the earlier of (i) the closing of business on the
tenth day following the time that it becomes public that an Acquiring Person
has become such and (ii) the Expiration Date, the Company may redeem the
Rights in whole, but not in part, at a price of $0.01 per Right. Immediately
upon the action of the Company's Board of Directors electing to redeem the
Rights, the right to exercise the Rights will terminate and the only right of
the holders of Rights thereafter will be to receive the applicable redemption
price.

At any time any person becomes an Acquiring Person and prior to such
time as such person, together with its affiliates becomes the beneficial
owner of at least 50% of the Company's outstanding Common Stock, the Company
may, provided that all necessary regulatory approvals have been obtained,
exchange the Rights (other than Rights owned by such Acquiring Person which
become null and void), in whole or in part, at a ratio of one share of Common
Stock per Right, subject to adjustment.

Until a Right is exercised, the holder has no rights as a shareholder of
the Company, including, without limitation, the right to vote or to receive
dividends or distributions.
The Company may, without the approval of any holder of the Rights, but only
if at that time the Board of Directors consists of a majority of
disinterested directors, supplement or amend any provision of the Rights
Agreement, except the redemption window, the Purchase Price or the redemption
price.

Preferred Stock purchasable upon exercise of the Rights will not be
redeemable. Each share of Preferred Stock will be entitled to a minimum
preferential quarterly dividend payment of $1.00 per share but will be
entitled to an aggregate dividend of 100 times the dividend declared per
share of Common Stock, if it is greater. In the event of liquidation, the
holders of the Preferred Stock will be entitled to a minimum preferential
liquidation payment of $100.00 per share, but will be entitled to an
aggregate payment of 100 times the payment made per share of Common Stock, if
it is greater. In the event of any merger or other business combination in
which Common Stock is exchanged, each share of Preferred Stock will be
entitled to receive 100 times the amount received per share of Common Stock.
These rights are protected by customary antidilution provisions.

Because of the nature of the Preferred Stock's dividend, liquidation and
voting rights, the value of the one one-hundredth of a share of Preferred
Stock purchasable upon exercise of each Right is intended to approximate the
value of one share of Common Stock.

The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Company's Board of Directors, except
pursuant to an offer conditioned upon a substantial number of Rights being
acquired. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors prior to the time a person or
group has acquired beneficial ownership of 20% or more of the Common Stock,
because until such time, the Rights may be redeemed by the Company at $0.01
per Right.

A copy of the Rights Agreement is hereby filed with the Securities and
Exchange Commission and is available free of charge from the Company. This
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is
hereby incorporated herein by reference.



Item 2. Exhibits.

99.1 Rights Agreement dated as of March 20, 1996 between Patrick
Industries, Inc. and Harris Trust and Savings Bank as Rights
Agent, which includes as Exhibit A the Certificate of
Designations of Preferred Stock, Series A setting forth the
terms of the Preferred Stock; as Exhibit B the form of Rights
Certificate; and as Exhibit C the Summary of Rights. Pursuant
to the Rights Agreement, Rights Certificates will not be
mailed until as soon as practicable after the earlier of the
tenth day after public announcement that a person or group has
acquired beneficial ownership of 20% or more of the Common
Stock or the tenth day after a person commences, or announces
an intention to commence, a tender or exchange offer the
consummation of which could result in a person beneficially
owning 30% or more of the Common Stock.


SIGNATURE


Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.


PATRICK INDUSTRIES, INC.



Date: March 29, 1996 By: /s/ Keith V. Kankel
Name: Keith V. Kankel
Title: Vice President- Treasurer

PATRICK INDUSTRIES, INC.
1800 SOUTH 14TH STREET
ELKHART, INDIANA 46516



April 3, 1996


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Patrick Industries, Inc.
Registration Statement on Form 8-A

Ladies and Gentlemen:

The undersigned Registrant hereby requests acceleration of the effective
date of its registration statement on Form 8-A filed today with the
Securities and Exchange Commission, so that it will become effective
immediately upon filing with the Securities and Exchange Commission on April
3, 1996 or as early as possible thereafter.



PATRICK INDUSTRIES, INC.



By:/s/ Keith V. Kankel
Vice President - Treasurer