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

                                   FORM 10-K/A

                                 AMENDMENT NO. 3

                                       TO

              [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   For the Fiscal Year Ended December 31, 1996

                                       OR

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

                        Commission file number 000-21133

                            SPURLOCK INDUSTRIES, INC.
             (Exact Name of Registrant as Specified in its Charter)

            Virginia                                              84-1018956
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

        209 West Main Street                                        23890
          Waverly, Virginia                                       (Zip Code)
(Address of Principal Executive Offices)

                                 (804) 834-8980
              (Registrant's telephone number, including area code)

        Securities registered pursuant to Section 12(b) of the Act: None.

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

                           Common Stock, no par value

         Indicate  by check  mark  whether  the  registrant:  (1) has  filed all
reports  required to be filed by Section 13 or 15(d) of the 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 past 90 days.
                                                       Yes   X      No
                                                           -----       -----

<PAGE>




                                    AMENDMENT


         The  Registrant's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 is hereby amended as follows:


<PAGE>


Item 13.  Certain Relationships and Related Transactions

         Employment   Agreements.   Pursuant  to  an   Agreement   and  Plan  of
Reorganization  dated April 22, 1992 (the "Spurlock Adhesives  Agreement"),  Air
Resources,  among other  things,  acquired all of the capital  stock of Spurlock
Adhesives from Harold N. Spurlock. The Spurlock Adhesives Agreement required Air
Resources  to purchase all of Mr.  Spurlock's  shares of Air  Resources'  common
stock at his request upon the  termination  of his  employment by Air Resources.
The per share  purchase  price set by the Spurlock  Adhesives  Agreement was the
highest  market  bid price at which such  shares  have  traded in the  preceding
twelve months. The Spurlock Adhesives  Agreement also provided for Air Resources
to purchase all of Mr. Spurlock's shares of Air Resources' common stock upon his
death  at  the  request  of his  heirs  upon  mutually  agreeable  terms.  These
provisions  of the  Spurlock  Adhesives  Agreement  relating  to Air  Resources'
obligations  to  purchase  Mr.  Spurlock's  shares  were  terminated  by  mutual
agreement effective April 15, 1996, without compensation to Mr. Spurlock.

         On August 21, 1996,  Harold N. Spurlock and Spurlock  Adhesives entered
into a certain  Employment and  Retirement  Benefit  Agreement (the  "Employment
Agreement") which provides,  among other things,  for Mr. Spurlock's  employment
and certain  retirement  benefits.  Pursuant to the  Employment  Agreement,  Mr.
Spurlock has agreed to serve as vice president for product development, and as a
member of the  Company's  and Spurlock  Adhesives'  Boards of  Directors,  until
August 31, 1999.

         For his  services,  Mr.  Spurlock  will  receive  under the  Employment
Agreement  a base  salary of  $180,000  per year,  reimbursement  of expenses in
accordance with the general policies of Spurlock Adhesives,  and such additional
or special  compensation  as the Board of  Directors of Spurlock  Adhesives  may
determine  from time to time.  Mr.  Spurlock  will not  receive  any  additional
compensation  for  service  on the  Company's  Board  of  Directors  and that of
Spurlock Adhesives.

         The Employment  Agreement provides that Mr. Spurlock's  employment with
Spurlock  Adhesives  will be  terminated  by reason  of his  death or  permanent
disability,  by Mr.  Spurlock  upon 30 days  notice in  writing,  or by Spurlock
Adhesives with cause.  "Cause" is deemed to exist under the Employment Agreement
if Mr.  Spurlock (i)  willfully  refuses to perform  services  thereunder,  (ii)
materially  breaches  the  provisions  thereof  relating to trade  secrets,  and
confidential  information,  retention of documents,  and  noncompetition,  (iii)
engages  in acts of  dishonesty  or  fraud,  or (iv)  engages  in other  serious
misconduct.  If Mr. Spurlock's employment with Spurlock Adhesives terminates for
cause,  or due to death,  permanent  disability  or voluntary  termination,  any
portion of his fixed  salary,  which is earned but unpaid as of the date of such
termination shall be paid to him, or his designated  beneficiary in the event of
death.

         The  Employment  Agreement  provides for a retirement  benefit equal to
$100,000  per year to be  received  by Mr.  Spurlock  upon his  retirement  from
employment  at or after August 31, 1999, or permanent  disability  prior to such
date, for a period of five years. In the event of Mr.  Spurlock's death prior to
or after such date, Mr.  Spurlock's  wife would receive such benefit during such
five year period.  Any benefit  payable to Mr.  Spurlock's wife would cease upon
her death. Neither Mr. Spurlock nor his wife would be entitled to any retirement
or death benefit under the Employment Agreement in the event that he voluntarily
terminated  his  employment  with  Spurlock  Adhesives  prior to August 31, 1999
without "good reason." Under the Employment  Agreement,  "good reason" is deemed
to exist if, and only if:

         (a)    Spurlock Adhesives generally fails to timely pay the amounts and
benefits provided to Mr. Spurlock under the Employment Agreement;

         (b)    the assignment to Mr. Spurlock of duties materially inconsistent
with and inferior to Mr. Spurlock's  position,  duties and  responsibilities and
status as a vice president; or

         (c)    the transfer of Mr. Spurlock's place of employment  further than
30 miles beyond the limits of Petersburg, Virginia without his prior consent.



                                       2
<PAGE>

         The Employment  Agreement  requires Mr.  Spurlock to keep in confidence
certain trade secrets and confidential  information of Spurlock Adhesives during
the  term of his  employment  and for a period  of five  years  thereafter.  Mr.
Spurlock  has further  agreed not to remove or retain any  documents of Spurlock
Adhesives.  Also, for so long as Mr. Spurlock is employed by Spurlock  Adhesives
and as long as he is receiving retirement benefits, he has agreed not to compete
with Spurlock Adhesives.  In connection therewith,  Mr. Spurlock has also agreed
in the Employment Agreement not to solicit employees of Spurlock Adhesives for a
period of 12 months following termination of his employment for any reason.

         Indemnification Agreements. On December 21, 1995, Air Resources entered
into an  Indemnification  Agreement with Phillip S. Sumpter upon his appointment
to the Board of Directors.  The Company  succeeded to and assumed all the rights
and obligations of Air Resources under the Indemnification  Agreement, which was
subsequently superseded by a new Indemnification  Agreement between such parties
dated January 30, 1997.  Similar  Indemnification  Agreements  were entered into
between the Company and Glen S. Whitwer and Raymond G. Tuttle on  September  19,
1996 and  January  30,  1997,  respectively.  Such  agreements  provide  for the
indemnification of such directors against claims, losses, liabilities,  damages,
costs and expenses that each may suffer as a result of his service as a director
of the Company,  to the full extent that such  indemnification  is permitted and
not prohibited by applicable federal or state law, including  securities law, or
the Articles of Incorporation of the Company.

         Certain  Related  Transactions.  Described below are obligations of the
Company which have been  personally  guaranteed by certain  executive  officers,
directors and  shareholders  of the Company.  All such personal  guarantees were
released  during  1996  due to the  repayment  of all  such  obligations  by the
Company.

         Pursuant to the Spurlock  Adhesives  Agreement,  Air Resources acquired
all of the stock of Spurlock Adhesives.  At the time of the acquisition,  Harold
N.  Spurlock,  formerly  Chairman of the Board,  President  and Chief  Executive
Officer of Air Resources and the Company,  personally guaranteed a large portion
of Spurlock  Adhesives'  debt,  including all debt then secured by real property
and/or  equipment and debt owed to its largest trade creditor.  Creditors at the
time agreed to allow the debt to remain  outstanding  after the  acquisition  of
Spurlock  Adhesives on the condition that Mr. Spurlock continue to guarantee the
debt, that he remain as Chairman of the Board of Spurlock Adhesives, and that he
be appointed  Chairman of the Board of Air  Resources.  Due to the  repayment of
amounts due to such creditors in 1996,  Mr.  Spurlock's  personal  guarantee has
been released and the  requirement  that Mr.  Spurlock  serve as Chairman of the
Board of the Company and Spurlock Adhesives is no longer applicable.

         In  addition  to  Harold  N.  Spurlock's   personal  guarantee  of  the
above-described  debt,  Irvine R.  Spurlock  and H. Norman  Spurlock,  Jr.,  the
Company's  current  Chairman,   President,  and  Chief  Executive  Officer,  and
Executive  Vice President and  Secretary,  respectively,  and Harold N. Spurlock
also had  personally  guaranteed  various other debts of the Company,  which has
succeeded to and assumed all the rights and obligations of Air Resources, and of
Spurlock Adhesives.  In May 1995, Irvine R. Spurlock and H. Norman Spurlock, Jr.
replaced a past director, Lloyd B. Putman, and a then serving director, Jesse A.
Adams,  as guarantors on a note with an Arkansas  bank. The loan in the original
principal  amount of $500,000  was taken out in August  1992 to provide  working
capital needed to operate the Company's facility in Malvern,  Arkansas. The note
was secured by certain real property and  equipment.  On or about June 30, 1996,
the note was repaid in full and each of the personal  guarantors  were  released
from any further obligation on the loan.

         Both  Harold  N.  Spurlock  and  his  wife,  Daphne  R.  Spurlock,  had
guaranteed  a loan from the Bank of Waverly  (Virginia)  secured by certain real
property  and  equipment   relating  to  the   construction   of  the  Company's
formaldehyde  plant  in  Waverly,  Virginia.  Mr.  and  Mrs.  Spurlock  also had
guaranteed a loan from First Union National Bank relating to the construction of
resin and formaldehyde production facilities in Waverly, Virginia. Both of these
loans were  repaid in full as of July 9, 1996 and June 30,  1996,  respectively,
and Mr. and Mrs.  Spurlock were each released from their personal  guaranties of
the loans upon such repayment.



                                       3
<PAGE>

         Harold N.  Spurlock,  Daphne R.  Spurlock  and Irvine R.  Spurlock  had
guaranteed  a  loan  from  a  trade  creditor,  Hydro  Agri  Tampa,  Inc.,  that
represented  trade debt  converted  to a note in 1991.  The note was  secured by
certain real property and equipment of Spurlock Adhesives.  As of June 24, 1996,
the note was repaid in full and each of the personal  guarantors  were  released
from any further obligation on the loan. Hydro Agri Tampa, Inc. was previously a
major supplier of urea to Spurlock  Adhesives,  but discontinued  supply of such
raw material into the United States in 1991.

         Each of Harold N. Spurlock,  Irvine R. Spurlock and H. Norman Spurlock,
Jr. also guaranteed  payments due under a lease with D.B. Western,  Inc. for the
Waverly,  Virginia  formaldehyde plant. On December 19, 1991, Spurlock Adhesives
entered  into a  Formaldehyde  Plant Lease with D.B.  Western,  under which D.B.
Western agreed to construct a fully operational  formaldehyde  plant at Waverly,
Virginia and lease the facility to Spurlock  Adhesives  for ten years at $55,000
per month, commencing at such time as the plant became mechanically complete and
ready for start up.  The lease  commenced  in  February,  1993.  In July,  1996,
Spurlock Adhesives  exercised its option to purchase the formaldehyde plant from
D.B.  Western  and  terminate  the D.B.  Western  lease.  As a part of  Spurlock
Adhesives'  acquisition  of the  formaldehyde  plant and the  termination of the
lease,  Spurlock  Adhesives  obtained  the  release  of  each  of  the  personal
guarantors  from any obligation  for lease  payments due under the D.B.  Western
lease. As of July 9, 1996, the amount of unpaid lease payments totaled $471,000.

         In connection  with the Company's  revolving  credit line instituted in
February 1995,  Harold N. Spurlock  provided a personal  guarantee as additional
security for all amounts borrowed under the facility, and Irvine R. Spurlock and
H. Norman Spurlock,  Jr. provided  limited  guarantees in the amount of $250,000
each.  As of June 28,  1996,  the credit line was repaid in full and each of the
personal  guarantors were released from any further  obligation on the loan. The
Company's current credit facility with the National Canada Finance  Corporation,
Richmond,  Virginia,  does not require the personal  guaranties of the Company's
officers and directors.

         Loan From Former Director and Officer.  During 1992 and 1993,  Lloyd B.
Putman, a former executive  officer of Air Resources who resigned from the Board
of Directors in September  1994,  loaned Air Resources  $116,000.  The loan, the
largest  balance of which during 1996 was $65,958,  bore an interest  rate of 8%
per annum, payable with principal  quarterly,  and matured in December 1996. The
loan related to monies  advanced by Mr.  Putman to Air  Resources'  gas recovery
operations to help cover ongoing  expenses for the development and production of
gas recovery  technology.  The loan was repaid in full as agreed on December 31,
1996.

         Indebtedness of Management.  On June 30, 1995, Harold N. Spurlock, then
Chairman of the Board,  President  and Chief  Executive  Officer of the Company,
received a loan in the amount of $112,500 from Spurlock Adhesives. Principal and
interest  at 9.0% per  annum  are  payable  in five  equal  annual  installments
commencing  in July  1996,  the first of which was paid as agreed.  The  largest
aggregate amount of such debt outstanding during 1996 was $112,500.  The balance
as of December  31, 1996 was  $82,500.  The loan  relates to the purchase by Mr.
Spurlock  of  certain  manufacturing  assets  in  Malvern,  Arkansas  that  were
contributed by Mr. Spurlock to Air Resources  pursuant to the Spurlock Adhesives
Agreement.

         During 1993,  Harold N.  Spurlock  received  advances in the  aggregate
principal amount of $126,000 from Spurlock Adhesives. In 1994, the advances were
converted to a loan bearing  interest at 8.0% per annum.  The largest  aggregate
amount outstanding under the loan during 1996 was approximately  $92,140.  As of
March 26, 1997, the outstanding  balance of the loan was approximately  $93,784.
The loan relates to the purchase by Mr. Spurlock of certain manufacturing assets
in Malvern,  Arkansas  that were  contributed  by Mr.  Spurlock to Air Resources
pursuant to the Spurlock Adhesives Agreement.



                                       4
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements of Sections 13 or 15(d) of the Securities
Exchange  Act of 1934,  the  Registrant  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                          SPURLOCK INDUSTRIES, INC.


Date:  October 14, 1997                   By: /s/ Irvine R. Spurlock
                                              ----------------------------------
                                              Irvine R. Spurlock
                                              Chairman, President and 
                                              Chief Executive Officer

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  this report has been signed below by the  following  persons on behalf of
the Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

                Signature                          Title                                  Date


 <S>                                      <C>                                       <C> 
         /s/ Irvine R. Spurlock           Chairman, President, Chief Executive      October 14, 1997
 -------------------------------------    Officer and Director
           Irvine R. Spurlock             (Principal Executive Officer)


         /s/ Phillip S. Sumpter           Executive Vice President, Chief           October 14, 1997
 -------------------------------------    Financial Officer and Director
           Phillip S. Sumpter             (Principal Financial Officer)


         /s/ Warren E. Beam, Jr.          Treasurer and Controller                  October 14, 1997
 -------------------------------------    (Principal Accounting Officer)
           Warren E. Beam, Jr.            


       /s/ H. Norman Spurlock, Jr.        Director                                  October 14, 1997
 -------------------------------------
         H. Norman Spurlock, Jr.


            /s/ Glen S. Whitwer           Director                                  October 14, 1997
 -------------------------------------
             Glen S. Whitwer


         /s/ Harold N. Spurlock           Director                                  October 14, 1997
 -------------------------------------
           Harold N. Spurlock


          /s/ Raymond G. Tuttle           Director                                  October 14, 1997
 -------------------------------------
            Raymond G. Tuttle

</TABLE>



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