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

                                   FORM 10-K/A

                                 AMENDMENT NO. 2

                                       TO

              [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
                   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 [No Fee Required]

                        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 5.       Market for Registrant's Common Equity and Related Stockholder 
              Matters

         Market  Information.  There is no established public trading market for
the Common Stock of the  Registrant.  The following table shows high and low bid
prices  reported in the National Daily  Quotation  Sheets,  which are quotations
between  dealers  without   adjustment  for  retail   markups,   markdowns,   or
commissions, and may not represent actual transactions.

                                                              Bid Price
                                                   ----------------------------
                                                        High             Low
                                                        ----             ---
Fiscal Year Ended December 31, 1995

     First Quarter..............................   $    .10          $   .0625
     Second Quarter.............................        .3125            .0625
     Third Quarter..............................        .34375           .25
     Fourth Quarter.............................        .46875           .28125

Fiscal Year Ended December 31, 1996

     First Quarter..............................       1.0625            .3125
     Second Quarter.............................       1.4375            .25
     Third Quarter..............................       1.125             .50
     Fourth Quarter.............................        .75              .375

         As of April 14, 1997, the closing bid for Registrant's Common Stock was
$0.69 as reported by the National Daily Quotation Sheets.

         Approximate Number of Holders of Common Stock. The number of holders of
record of  Registrant's  Common  Stock,  no par value,  on December 31, 1996 was
approximately 230.

         Dividends. Holders of Registrant's Common Stock are entitled to receive
such  dividends as may be declared by its Board of Directors.  No cash dividends
have been paid with  respect to the  Registrant's  Common Stock and no dividends
are anticipated to be paid in the foreseeable future.

         Sale  of  Unregistered  Securities.   The  Registrant  sold  no  equity
securities of the Registrant  which were not registered under the Securities Act
of 1933, as amended, during the period covered by this report.




<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:    May 22, 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>


<S>                                       <C>                                                 <C>
                Signature                          Title                                           Date

 /s/ Irvine R. Spurlock                   Chairman, President, Chief Executive                 May 22, 1997
 -------------------------------------    Officer and Director                
           Irvine R. Spurlock             (Principal Executive Officer)       
                                          

 /s/ Phillip S. Sumpter                   Executive Vice President, Chief Financial            May 22, 1997
 -------------------------------------    Officer and Director                 
           Phillip S. Sumpter             (Principal Financial Officer)        
                                          

 /s/ Warren E. Beam, Jr.                  Treasurer and Controller                             May 22, 1997
 -------------------------------------    (Principal Accounting Officer)  
           Warren E. Beam, Jr.            


 /s/ H. Norman Spurlock, Jr.              Director                                             May 22, 1997
 -------------------------------------
         H. Norman Spurlock, Jr.


                                          Director                                            _______, 1997
 -------------------------------------
             Glen S. Whitwer


 /s/ Harold N. Spurlock                   Director                                             May 22, 1997
 -------------------------------------
           Harold N. Spurlock


                                          Director                                            _______, 1997
 -------------------------------------
            Raymond G. Tuttle
</TABLE>