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 9,909,249

     3.   Number of shares outstanding after the change 10,681,086

     4.   Effective date of change  February 24, 1994 with respect 
          to 12,356 shares
          March 2, 1994 with respect to 15,593 shares
          March 3, 1994 with respect to 743,888 shares
          September 23, 1993 with respect to 19,800 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.
          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.

Date  March 7, 1994                      WTD Industries, Inc.

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