SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C.  20549

                            FORM 10-Q
                        AMENDMENT NUMBER 1   

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 1995

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the transition from _________________to _____________________

                    Commission file number 0-16158


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

Oregon                                                 93-0832150
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                Identification No.)

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

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


   Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.  Yes __X__  No _____

   Indicate by check mark whether the Registrant has filed all
 documents and reports required to be filed by Sections 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes __X__ No_____

   The number of shares outstanding of Registrant's Common Stock,
no par value, at February 28, 1995 was 11,077,074.