UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

                              FORM 10-C

          REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                    INTERDEALER QUOTATION SYSTEM

Filed pursuant to Section 13 or 15(d) of the Securities Exchange
        Act of 1934 and Rule 13a-17 or 15d-17 thereunder


                         WTD Industries, Inc.
            (Exact name of issuer as specified in charter)

    10260 S.W. Greenburg Road, Suite 900, Portland, Oregon  97223
              (Address of principal executive offices)

Issuer's telephone number, including area code  (503) 246-3440

             I. CHANGE IN NUMBER OF SHARES OUTSTANDING

     Indicate any change (increase or decrease) of 5% or more in
the number of shares outstanding:

     1.   Title of security       Common Stock, no par value

     2.   Number of shares outstanding before the change 9,334,874

     3.   Number of shares outstanding after the change 9,909,249

     4.   Effective date of change  July 9, 1993 with respect to  
          6,000 shares (exercise of options)
          August 25, 1993 with respect to 7,413 shares
          September 2, 1993 with respect to 1,000 shares (exercise
          of options)
          September 23, 1993 with respect to 19,800 shares
          (exercise of options)
          December 9, 1993 with respect to 6,230 shares
          January 5, 1994 with respect to 10,163 shares
          January 13, 1994 with respect to 7,797 shares
          January 18, 1994 with respect to 4,000 shares (exercise
          of options)
          January 20, 1994 with respect to 5,000 shares (exercise
          of options)
          January 25, 1994 with respect to 2,600 shares (exercise
          of options)
          February 1, 1994 with respect to 6,000 shares (exercise
          of options)
          February 10, 1994 with respect to 31,150 shares
          February 17, 1994 with respect to 467,222 shares

     5.   Method of change:
          Specify method (such as merger, acquisition, exchange,
          distribution, stock split, reverse split, acquisition of
          stock for treasury, etc.)  Partial conversion of Series
          B Preferred Stock into Common Stock and exercise of
          certain former employees' stock options.
          Give brief description of transaction  Certain
          shareholders of the Company's Series B Preferred Stock
          have converted their shares into the Company's Common
          Stock.  In addition, certain former employees exercised
          options to purchase Common Stock.

Date  February 23, 1994                  WTD Industries, Inc.



                                         s/ K. Stanley Martin
                                         _______________________
                                         K. Stanley Martin
                                         Vice President-Finance