Exhibit 10.34c  




THIRD AMENDMENT TO THE 

O’SULLIVAN INDUSTRIES HOLDINGS, INC.
SAVINGS AND PROFIT SHARING PLAN 
(July 1, 1997
Restatement)




        This
Amendment is made by O’Sullivan Industries Holdings, Inc., a Delaware corporation
(the “Employer”). 



        WHEREAS,
the Employer sponsors the O’Sullivan Industries Holdings, Inc. Savings and Profit
Sharing Plan (the “Plan”); and 



        WHEREAS,
pursuant to the terms of the Plan, the Employer reserved the right to amend the Plan from
time to time in its discretion; and 



        WHEREAS,
the Plan was most recently amended and restated in its entirety generally effective as of
July 1, 1997; and 



        WHEREAS,
the Employer desires to amend the Plan to modify the eligibility requirements for
participation and to make certain other administrative changes. 



     
    NOW, THEREFORE, the Plan is amended as follows effective as of February 1, 2005,
except as otherwise set forth herein: 



              
A.         Section 2.19 is hereby amended to read in its entirety as
follows: 



	  	
            2.19
“Entry Date” means the first day of the first scheduled pay period
beginning in any calendar month. 







              
B.        Section 3.01 is amended to read in its entirety as follows: 



	  	
            3.01
Eligibility to Participate. 









          		
              (a)       
               An Employee shall become a Participant in this Plan on the first Entry Date next
               following his date of employment with the Employer or as soon thereafter as may
               be administratively practicable. 



               



          		
              (b)       
               Notwithstanding the preceding provisions of this Section, any individual who was
               a Participant in the Plan on February 1, 2005, shall continue his participation
               as of such date. 



               






              C.       
          Section 3.02 is amended to read as follows: 



	  	
            3.02
Participation Upon Reemployment. 









1 









          		
              (a)       
If a Participant terminates employment and is subsequently reemployed as an
               Employee of an Employer, such Employee shall again become a Participant
               hereunder as of the date of his reemployment and shall be eligible to elect to
               make Employee Pre-Tax Contributions as of the Entry Date next succeeding his
               date of reemployment or as soon thereafter as may be administratively
               practicable. 



               



          		
              (b)       
If an Employee terminates employment before the next following Entry Date (so as
               to not have become a Participant prior to termination) and is subsequently
               reemployed as an Employee of an Employer, such Employee shall commence
               participation hereunder as of the Entry Date next succeeding his date of
               reemployment or as soon thereafter as may be administratively practicable.  



               




     
          D.       
The last paragraph of Section 3.04 is hereby amended to read as follows: 



     
          If
a Limited Participant again becomes an Employee of an Employer, he shall again become an
active Participant as of the date of such transfer or change in employment status and
shall be eligible to elect to make Employee Pre-Tax Contri butions as of the Entry Date
next succeeding such transfer or change in status and election or as soon thereafter as
may be administratively practicable. 





     
          E.       
In all other respects, the Plan shall remain in effect. 





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remainder of this page is intentionally left blank] 









        IN
WITNESS WHEREOF, the Employer has executed this Amendment this 25th day of January, 2005,
but effective as of February 1, 2005. 



	 	 
	 	
               O’SULLIVAN INDUSTRIES HOLDINGS, INC. 
	 	 
	   
           By:       	

          
        
/s/ Robert S. Parker

          
       
  
	   
                  	

          
         
Robert S. Parker

          
          
  
	   
  Title:       	



     
President and Chief Executive Officer

          
          

 










Attest: 




	
          
        
/s/ Rowland H. Geddie, III
          
       
	
          
        
  Rowland H. Geddie, III
          
       
	
          
 
Vice President, General Counsel
          
       
	
          
        
      and Secretary