As filed with the Securities and Exchange Commission on  March 1, 2002
                                                      Registration No. 333-75278

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             _____________________

                                 AMENDMENT NO. 2
                                       TO
                                    FORM S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             _____________________

                         UNIVERSAL FOREST PRODUCTS, INC.
               (Exact name of registrant as specified in charter)

        MICHIGAN                                       38-1465835
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

                             2801 E. BELTLINE, N.E.
                          GRAND RAPIDS, MICHIGAN 49525
                                 (616) 364-6161
  (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)
                             _____________________

     MATTHEW J. MISSAD                  Copies of all communications, including
UNIVERSAL FOREST PRODUCTS, INC.        communications sent to agent for service,
   2801 E. BELTLINE, NE                            should be sent to:
  GRAND RAPIDS, MI 49505                          MICHAEL G. WOOLDRIDGE
      (616) 364-6161                    VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP
(Name, address, including zip code,               333 BRIDGE STREET, NW
 and telephone number, including                 GRAND RAPIDS, MI 49504
 area code of agent for service)                     (616) 336-6000

                             _____________________

Approximate  date of commencement  of proposed sale to the public:  From time to
time after the effective date of this Registration Statement

If the only securities  being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box. [ ]


The registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of 1933,  or  until  the  Registration  Statement  shall  become
effective  on such  date  as the  Securities  and  Exchange  Commission,  acting
pursuant to said Section 8(a), may determine.

PROSPECTUS

                                1,822,288 SHARES
                         UNIVERSAL FOREST PRODUCTS, INC.
                                  COMMON STOCK

     This  prospectus  relates to 1,822,288  shares of common stock of Universal
Forest  Products,  Inc.,  which  may be sold  from  time to time by the  selling
shareholders   named  herein,  or  their  transferees,   pledgees,   donees,  or
successors.

     The selling  shareholders  may sell the common  stock at any time at market
prices  or at  privately  negotiated  prices.  Sales  may be  made  directly  to
purchasers or through underwriters,  broker-dealers,  or agents, who may receive
compensation in the form of discounts,  concessions, or commissions. We will not
receive  any of  the  proceeds  from  the  sale  of the  shares  by the  selling
shareholders.

     Our common stock is quoted on the Nasdaq  National  Market under the symbol
"UFPI." On February 27,  2002,  the last sale price of our shares as reported on
the Nasdaq National Market was $23.85 per share.

     Our  principal  executive  offices are located at 2801 E.  Beltline,  N.E.,
Grand Rapids,  Michigan 49525, and our telephone number at that address is (616)
364-6161.
                             _____________________

     Before  purchasing the common stock covered by this  prospectus,  carefully
read and  consider  the risk  factors in the section  entitled  "Risk  Factors,"
beginning on page 2.
                             _____________________

     NEITHER THE  SECURITIES AND EXCHANGE  COMMISSION  NOR ANY STATE  SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
                             _____________________



             The date of this prospectus is         , 2002.

                                TABLE OF CONTENTS

                                                                            Page

ABOUT THIS PROSPECTUS.........................................................1


THE COMPANY...................................................................1


RISK FACTORS..................................................................3


FORWARD-OUTLOOK...............................................................5


USE OF PROCEEDS...............................................................5


DESCRIPTION OF CAPITAL STOCK..................................................5


SELLING SHAREHOLDERS..........................................................7


PLAN OF DISTRIBUTION..........................................................8


LEGAL MATTERS.................................................................8


EXPERTS.......................................................................9


WHERE YOU CAN FIND MORE INFORMATION...........................................9



We have not  authorized  anyone to provide you with  information  different from
that contained in, or  incorporated  by reference in, this prospectus and in any
accompanying  prospectus  supplement.  The selling  shareholders are offering to
sell the common  stock,  and  seeking  offers to buy the common  stock,  only in
jurisdictions  where offers and sales are permitted.  In this prospectus and any
accompanying prospectus supplement,  unless otherwise indicated, "we," "us," and
"our,"  as well as "UFP,"  refer to  Universal  Forest  Products,  Inc.  and its
subsidiaries.


                                       i

                              ABOUT THIS PROSPECTUS

     This prospectus is part of a registration  statement that we filed with the
Securities and Exchange  Commission using a shelf  registration  process.  Under
this shelf  process,  the selling  shareholders  may offer and sell from time to
time, in one or more offerings, up to 1,822,288 shares of our common stock. Each
time any selling  shareholder  sells  securities,  such selling  shareholder may
provide a prospectus  supplement containing specific information about the terms
of that  offering.  Any statement  made in this  prospectus  will be modified or
superseded by any  inconsistent  statement  made in a prospectus  supplement.  A
prospectus  supplement may also add, update or change  information  contained in
this  prospectus.  You  should  read both  this  prospectus  and any  prospectus
supplement  together with  additional  information  described  under the heading
"Where You Can Find More Information."

                                   THE COMPANY

     Universal Forest Products,  Inc. was organized as a Michigan corporation in
1955. We engineer,  manufacture,  treat, and distribute  lumber products for the
do-it-yourself,  site-built  construction,  manufactured housing, and industrial
markets.  We also sell lumber  products to the wholesale  market,  but we do not
emphasize  this  business  in our growth  objectives.  We  currently  operate 88
facilities throughout the United States, Canada, and Mexico.

     Each of our markets is discussed in the paragraphs which follow:

     DIY Market.  The customers  comprising  this market are primarily  national
home   center   retailers,    retail-oriented    regional    lumberyards,    and
contractor-oriented lumberyards.  National customers in this market are serviced
by our sales  staff in each  region  and are  assisted  by sales  and  marketing
personnel from our  headquarters.  Generally,  terms of sale are established for
annual periods, and orders are placed with our regional facilities in accordance
with   established   terms.  One  customer,   The  Home  Depot,   accounted  for
approximately  33%,  32%, and 26% of our total net sales for fiscal 2001,  2000,
and 1999,  respectively.  In fiscal years 2001 and 2000,  annual  revenues  from
sales  to The Home  Depot  were  approximately  $507,545,000  and  $443,549,000,
respectively.

     From time to time, we enter into  transitory  sales contracts with The Home
Depot. The contracts are limited to the establishment of general sales terms and
conditions,  such  as  delivery,  invoicing,  warranties,  and  other  standard,
commercial  matters.  Sales are made by the release of purchase orders to us for
particular  quantities  of  certain  products.  We  also  enter  into  marketing
agreements  and rebate  agreements  with The Home  Depot from time to time.  The
marketing agreements provide that a certain percentage of our sales revenue with
The Home Depot or a minimum dollar amount will be committed in the best possible
manner to generate  increased sales and profits for us and The Home Depot. While
we  are  entitled  to  make  marketing   recommendations   under  the  marketing
agreements,  The Home Depot  reserves the right to spend those funds as it deems
fit to promote  sales.  The rebate  agreements  provide that certain  percentage
rebates be given to The Home Depot based on The Home Depot's volume of purchases
from us. The level and amount of the rebates vary with the level of our sales to
The Home Depot. These rebates are paid by us to The Home Depot periodically.

     Site-Built  Construction  Market.  We entered the  site-built  construction
market through strategic business acquisitions  beginning in 1997. The customers
comprising  this market are  primarily  large-volume,  multi-tract  builders and
smaller   volume  custom   builders.   Customers  are  serviced  by  our  sales,
engineering,  and design personnel in each region. Generally,  terms of sale and
pricing are determined based on quotes for each specific job order.

     Manufactured  Housing  Market.  The customers  comprising the  manufactured
housing market are producers of mobile,  modular,  and  prefabricated  homes and
recreational  vehicles.  Products  sold  to  customers  in this  market  consist
primarily   of  roof   trusses,   lumber  cut  and  shaped  to  the   customer's
specification,  plywood,  particle board, and dimension lumber, all intended for
use in the  construction  of manufactured  housing.  Sales are made by personnel
located at each regional  facility  based on customer  orders.  Our  centralized
engineering  and support  staff acts as a sales  support  resource to assist the
customer with truss designs,  obtaining  various building code approvals for the
designs  and  aiding  in the  development  of  new  products  and  manufacturing
processes.

                                       1

     Industrial   Market.   We  define  our  industrial   market  as  industrial
manufacturers  and agricultural  customers who use pallets,  crates,  and wooden
boxes for  packaging,  shipping,  and material  handling  purposes.  Many of the
products  sold to this  market  may be  produced  from the  by-product  of other
manufactured  products,  thereby allowing us to increase our raw material yields
while  expanding  our business.  We service this market with our regional  sales
personnel supported by a centralized national sales and marketing department.









                                       2

                                  RISK FACTORS

     Before purchasing any of the shares covered by this prospectus,  you should
carefully  read and  consider the risk factors  described  below.  You should be
prepared to accept the  occurrence of any and all of the risks  associated  with
purchasing the shares, including a loss of all of your investment.

Risks Relating to Universal Forest Products and Our Industry

     We Are  Subject  to  Fluctuations  in the Price of  Lumber.  We  experience
significant  fluctuations in the cost of commodity  lumber products from primary
producers.  A  variety  of  factors  over  which we have no  control,  including
government regulations,  environmental regulations, weather conditions, economic
conditions  and natural  disasters,  impact the cost of lumber  products and our
selling  prices.  While we  attempt  to  minimize  our risk  from  severe  price
fluctuations,  substantial,  prolonged  trends in lumber  prices can  negatively
affect our sales volume, our gross margin, and our profitability.  We anticipate
that these fluctuations will continue in the future.

     Our  Growth May be Limited  by the  Markets we Serve.  Our sales  growth is
dependent,  in part,  upon the growth of the markets we serve. If our markets do
not achieve  anticipated growth, or if we fail to maintain our market share, our
sales volume, our gross margin, and our profitability could be impaired.

     The  manufactured   housing  industry  is  currently   hampered  by  market
conditions,  including an oversupply of product and tightened  credit  policies,
which have  impacted  our ability to achieve  short-term  growth  objectives.  A
continued  downturn in this market could adversely affect our operating results.
Our  ability  to  achieve   growth  in  sales  and  margins  in  the  site-built
construction  market is somewhat  dependent on housing starts. If housing starts
decline significantly, our sales volume, our gross margin, and our profitability
could be negatively impacted.

     Like most  companies,  we are  witnessing  consolidation  by our customers.
These  consolidations will result in a larger portion of our sales being made to
some customers.  This  consolidation  may limit the customer base we are able to
serve.

     Our Growth May be Limited by our Ability to Make Successful Acquisitions. A
key  component  of our growth  strategy  is to complete  business  combinations.
Business  combinations  involve  inherent  risks,   including  assimilation  and
successfully  managing growth. While we conduct extensive due diligence and have
taken steps to ensure successful assimilation,  factors beyond our control could
influence the results of these acquisitions.

     Seasonality and Weather  Conditions Could Adversely Affect Us. Some aspects
of our  business  are  seasonal  in nature and results of  operations  vary from
quarter to quarter.  Our treated lumber and outdoor specialty products,  such as
fencing,  decking, and lattice,  experience the greatest seasonal effects. Sales
of treated lumber, primarily consisting of Southern Yellow Pine, also experience
the greatest  lumber  market risk.  Treated  lumber sales are generally at their
highest  levels  between the months of April  through  August.  This sales peak,
combined with capacity constraints in the wood treatment process, requires us to
build our inventory of treated lumber  throughout  the winter and spring.  Since
sales prices of treated  lumber  products may be indexed to the lumber market at
the time they are shipped,  our profits can be negatively  affected by prolonged
declines in the lumber market  during our primary  selling  season.  To mitigate
this risk,  programs are maintained  with certain vendors and customers that are
intended to decrease our exposure.  These programs include those materials which
are most  susceptible to adverse  changes in the lumber market.  Vendor programs
also allow us to carry a lower investment in inventories.

     The majority of our products are used in outdoor  construction  activities;
therefore, our short-term sales volume, our gross margin, and our profits can be
negatively affected by adverse weather conditions. In addition,  adverse weather
conditions can negatively impact our productivity and costs per unit.

     Moreover,  the  terrorist  attacks that took place on  September  11, 2001,
could negatively affect our short-term sales volume,  our gross margin,  and our
profits.

     We May be  Adversely  Affected  by the Impact of  Environmental  and Safety
Regulations.  We are subject to the  requirements  of  federal,  state and local
environmental and occupational health and safety laws and regulations. There can
be no  assurance  that we are at all times in  complete  compliance  with all of
these

                                       3

requirements.  We have  made  and  will  continue  to  make  capital  and  other
expenditures to comply with  environmental  regulations.  If additional laws and
regulations are enacted in the future, which restrict our ability to manufacture
and market  our  products,  including  our  treated  lumber  products,  it could
adversely  affect  our sales  and  profits.  If  existing  laws are  interpreted
differently, it could also increase the financial cost to us.

Risks Related to our Common Stock

     Shares  Eligible  for Future Sale May Cause the Market  Price of our Common
Stock to Drop  Significantly,  Even if our  Business  is Doing  Well.  We cannot
predict  the  effect,  if any,  that  future  sales of our  common  stock or the
availability  of shares  for future  sale will have on the  market  price of our
common  stock.  As of  February  15,  2002,  we  had  outstanding  approximately
17,792,790  shares of  common  stock.  Of these  shares,  all but  approximately
106,779 shares are either freely tradable in the public market,  unless acquired
by our  affiliates,  or are  "restricted  securities" as that term is defined in
Rule 144 under the  Securities Act and eligible for immediate sale on the public
market  pursuant  to Rule 144,  subject  to  certain  volume  and manner of sale
limitations.  As of February  15,  2002,  options to purchase  an  aggregate  of
approximately  1,711,734 shares of our common stock were  outstanding  under our
stock  option  plans.  Other shares of our common stock issued in the future may
become  available  for resale on the public  market  from time to time,  and the
market  price of shares of our  common  stock  could drop  significantly  if the
holders of these shares sell them or are perceived by the market as intending to
do so.






                                       4

                                 FORWARD OUTLOOK

     This  prospectus  and the  information  incorporated  by  reference in this
prospectus contain forward-looking statements as such term is defined in Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended.  The  forward-looking  statements are based on
the  beliefs  and  assumptions  of  our  management  together  with  information
available  to us when the  statements  were made.  Future  results  could differ
materially  from those included in such  forward-looking  statements as a result
of, among other  things,  the factors set forth in the above "Risk  Factors" and
certain  economic and  business  factors  which may be beyond our  control.  All
forward-looking statements involve risks and uncertainty.  These forward-looking
statements  are made as of the date of this  prospectus.  Except for our ongoing
obligations  to  disclose  material  information  as  required  by  the  federal
securities  laws, we do not have any obligation or intention to release publicly
any  revisions  to  any   forward-looking   statements  to  reflect   events  or
circumstances  in the future,  or to reflect  the  occurrence  of  unanticipated
events.

                                 USE OF PROCEEDS

     The selling shareholders will receive all proceeds from the sales of shares
of common stock offered  hereby.  We will not receive any proceeds from the sale
of shares of common stock offered by the selling shareholders.

                          DESCRIPTION OF CAPITAL STOCK

     Under our Restated and Amended  Articles of  Incorporation,  as amended and
restated, the Company's authorized capital stock consists of 1,000,000 shares of
preferred  stock,  without  par  value,  none  of  which  are  outstanding,  and
40,000,000  shares of common stock,  without par value,  of which  approximately
17,792,790 shares are issued and outstanding at February 15, 2002.

Preferred Stock

     Our Board of Directors is  authorized  to issue  preferred  stock in one or
more series, from time to time, and to fix the particular designations and terms
thereof,  including voting rights, dividend rates, redemption rights, liquidated
value,   conversion  rights,   and  other  matters,   without  approval  of  our
shareholders.  No series of preferred  stock has been authorized or is presently
contemplated.

Common Stock

     Subject to the  rights,  if any,  of the  holders of  preferred  stock then
outstanding,  all voting  rights  are vested in the  holders of shares of common
stock,  with each share  entitling the holder to one vote.  The shares of common
stock do not have cumulative voting rights, and holders have no preemptive right
to subscribe for additional securities issuable by us.

     In the event of our  liquidation,  the holders of common stock are entitled
to receive,  pro rata, any assets  distributable  to  shareholders in respect of
shares held by them after  satisfaction  of the  liquidation  preferences of any
outstanding  preferred  stock.  Subject  to any prior  rights of the  holders of
preferred  stock then  outstanding,  holders of our common stock are entitled to
receive such  dividends  as are declared by our Board of Directors  out of funds
legally  available for that purpose.  The transfer agent for our common stock is
American Stock Transfer, New York, New York.

General

     Our Articles and the Michigan Business  Corporation Act contain  provisions
which could be utilized by us to impede  certain  efforts to acquire  control of
our company. Those provisions include the following:

     Board of Directors.  The Articles  provide that the Board of Directors must
be divided into three  classes as nearly  equal in number as possible,  with the
classes to hold office for  staggered  terms of three years each.  The  Articles
state that any vacancy in, or newly created,  directorships may be filled by the
affirmative  vote of a majority of the  directors  then in office.  The Articles
also contain  procedural  requirements that must be followed by

                                       5

shareholders  who wish to nominate persons to serve as directors of our company.
Notice of any  nomination  must be given at least thirty (30) days in advance of
our annual  meeting at which  directors  are elected (or within  seven (7) days)
after the date of mailing of notice if such notice is given less than forty (40)
days prior to the meeting date).  These provisions may restrict the ability of a
shareholder to conduct a proxy contest against our management.

     Evaluations  by  Board  Regarding  Recommendations  to  Shareholders.   The
Articles  prohibit  the  Board  of  Directors  from  approving,   adopting,   or
recommending  any offer to make a tender or exchange  offer for the  outstanding
shares  of our  common  stock  (except  those  proposed  by  us),  to  merge  or
consolidate our company or to purchase all or substantially all of our assets or
business  unless the Board has evaluated the offer and determined that the offer
would be in compliance with all applicable laws and in our best interests and in
our  shareholders  best  interests.  With respect to our  evaluation of our best
interests  and our  shareholders  best  interests,  the  Board is  permitted  to
consider all factors which it deems relevant, including, but not limited to such
factors as the adequacy of the  consideration  proposed and the potential social
and economic  impact on us, our employees,  our vendors,  and the communities in
which we operate.

     Special Shareholder Voting Requirements.  The Articles specify that certain
mergers,  consolidations,  sales  of  assets,  and  other  transactions  with an
interested  party require a minimum  affirmative  vote of that percentage of our
outstanding stock determined by dividing the sum of all outstanding  shares held
by all interested parties plus two-thirds of the remaining number of outstanding
shares,  by the total number of outstanding  shares  entitled to vote,  provided
that the minimum vote may not be less than two-thirds of our outstanding  voting
stock.  An interested  party includes any holder of five percent (5%) or more of
the voting power of outstanding capital stock and any "affiliate" or "associate"
of such person and any person or entity acting in concert with that person,  but
excludes anyone who was a beneficial  owner of five percent (5%) or more of such
voting power at the time the Articles became effective.

     The special two-thirds vote requirement does not apply, and a majority vote
will suffice,  where the transaction in question has been approved by two-thirds
of the  continuing  directors  (as defined,  in general,  in the Articles as any
directors  elected by  shareholders  prior to the time an acquiror of our common
stock  attained  the status as an  interested  party,  and a successor in office
approved by the affirmative vote of the continuing  directors),  the transaction
involves  an entity  more than fifty  percent  (50%)  owned by us, or all of the
following  conditions  are met:  (i)  shareholders  affected by the  transaction
receive  per  share  value  at  least  equal to the  highest  value  paid by the
interested party in acquiring the shares  previously;  (ii) the interested party
refrains from exercising certain kinds of influences over the Board of Directors
in obtaining certain kinds of economic benefits from us; and (iii)  shareholders
are supplied  with a proxy  statement  containing  such  recommendations  as the
continuing directors deem advisable.

     Michigan  Fair  Price  Provisions.  Chapter  7A of  the  Michigan  Business
Corporation  Act provides that,  except in cases in which certain minimum price,
form of consideration,  and procedure requirements are satisfied, or for certain
transactions  that may be approved in advance by the Board of Directors,  higher
than normal voting requirements are imposed with various transactions  involving
persons  who  own  ten  percent  (10%)  or more of our  voting  stock  (who  are
considered  interested  shareholders).  Transactions  to which the higher voting
requirements apply require an advisory statement from the Board of Directors and
must be  approved  by not less than  ninety  (90%) of the votes of each class of
stock  entitled to vote,  and by not less than  two-thirds of such votes,  after
excluding the votes of interested shareholders who are (or whose affiliates are)
a  party  to  the  proposed  transaction  or  an  affiliate  of  the  interested
shareholder.

     Shareholder  Equity  Provisions.   Chapter  7B  of  the  Michigan  Business
Corporation  Act  conditions  the  acquisition  of voting  control of a Michigan
business  corporation  on the  approval  by  the  majority  of  the  preexisting
disinterested shareholders.  Specifically, this chapter of the Michigan Business
Corporation  Act  affects the voting  rights of persons  who  acquire  more than
twenty percent (20%),  thirty-three  percent (33%), and fifty percent (50%) of a
Michigan  corporation's  voting  stock,  which are called  control  shares.  The
Michigan Business Corporation Act denies voting rights to those shareholders who
make purchase  offers or increase  their holdings above any of the control share
levels  unless  they  are  granted  voting  rights  by a  majority  vote  of all
disinterested  shareholders  (shareholders  excluding  the  bidders or owners of
control shares and the  corporation's  management).  If the  shareholders do not
elect to grant voting rights to control shares under certain circumstances,  the
control shares may be subject to redemption by us.

                                       6

                              SELLING SHAREHOLDERS

     The following  table sets forth the name of each selling  shareholder,  the
number of shares and percentage of our common stock  beneficially  owned by each
selling shareholder immediately prior to the registration,  the number of shares
registered  and the number of shares and  percentage  of our common  stock to be
beneficially  owned by each selling  shareholder  assuming all shares covered by
this  registration  statement  are sold in an  offering.  The  common  stock was
originally   acquired  by  the  selling   shareholders   in  private   placement
transactions exempt from the registration  requirements of the Securities Act of
1933, as amended.  Because a selling  shareholder  may offer all or a portion of
the  shares  covered  by this  prospectus  at any  time  and  from  time to time
hereafter,  the exact  number of shares  that a selling  shareholder  may retain
after  completion of an offering cannot be determined at this time. The last two
columns of this table assume that all shares covered by this  prospectus will be
sold by a selling  shareholder and that no additional shares of our common stock
are  bought  or sold by a  selling  shareholder.  Pursuant  to the  rules of the
Securities and Exchange Commission, in calculating percentage ownership,  shares
issuable  upon  exercise  of options or warrants or  conversion  of  convertible
securities  are  deemed to be  outstanding  for the  purpose  of  computing  the
percentage  ownership of persons  beneficially owning such securities,  but have
not been deemed to be  outstanding  for the purpose of computing the  percentage
ownership  of any other  person.  All  information  with  respect to  beneficial
ownership has been furnished to us by the respective selling shareholders.


-------------------------------------------------------------------------------------------------------------------------
                                    Beneficial Ownership Prior       Number of Shares           Beneficial Ownership
                                         to the Offering           Being Offered Hereby          After Offering(1)
-------------------------------------------------------------------------------------------------------------------------
                                              Number                      Number                 Number       Percent(2)
-------------------------------------------------------------------------------------------------------------------------
                                                                                                  
Peter F. Secchia Trust, u/a/d
August 27, 1990, as amended(3)                 175,141                     175,141                    0            --
-------------------------------------------------------------------------------------------------------------------------
Secchia Family Limited
Partnership(4)                                 833,029                     833,029                    0            --
-------------------------------------------------------------------------------------------------------------------------
Sibsco, L.L.C. (5)                             202,318                     202,318                    0            --
-------------------------------------------------------------------------------------------------------------------------
Secchia Family Foundation(6)                   101,800                     101,800                    0            --
-------------------------------------------------------------------------------------------------------------------------
Stephanie R. Secchia(7)                         10,000                       5,000                5,000            --
-------------------------------------------------------------------------------------------------------------------------
Sandra V. Secchia(8)                             5,000                       5,000                    0            --
-------------------------------------------------------------------------------------------------------------------------
Carroll M. Shoffner(9)                       2,345,130                     500,000            1,845,130        10.37%
-------------------------------------------------------------------------------------------------------------------------

(1)  Assumes  that the  selling  shareholders  dispose  of all of the  shares of
     common stock  covered by this  prospectus  and do not acquire or dispose of
     additional shares of common stock. The selling  shareholders,  however, are
     not representing  that any of the shares covered by this prospectus will be
     offered for sale, and the selling  shareholders reserve the right to accept
     or reject, in whole or in part, any proposed sale of shares.
(2)  We have  calculated  the  percentage  of issued and  outstanding  shares of
     common stock held by each  individual and group based on 17,792,790  shares
     of common stock issued and outstanding as of February 15,2002.
(3)  The trustee, Peter F. Secchia, is the Chairman of the Board of Directors of
     Universal  Forest  Products,  Inc.  Excludes  525,935  shares  owned by Mr.
     Secchia directly and indirectly by certain affiliates of Mr. Secchia.
(4)  The managing partner of the Secchia Family Limited  Partnership is Peter F.
     Secchia,  Trustee of the Peter F. Secchia Trust,  u/a/d August 27, 1990, as
     amended.
(5)  The managing member of Sibsco, L.L.C. is Peter F. Secchia.
(6)  The president of the Secchia Family Foundation is Peter F. Secchia.
(7)  Stephanie R. Secchia is the daughter of Peter F. Secchia.
(8)  Sandra V. Secchia is the daughter of Peter F. Secchia.
(9)  Carroll M.  Shoffner  is a director of  Universal  Forest  Products,  Inc.;
     includes  471,400  shares  owned  by Mr.  Shoffner  but held in one or more
     trusts.

The  prospectus  also covers any  additional  shares of common stock that became
issuable  in  connection  with the shares  being  registered  by reason of stock
dividend,  stock  split,  or other  similar  transactions  effected  without the
receipt  of  consideration  which  results  in an  increase  in  the  number  of
outstanding shares of our common stock.

                                       7

                              PLAN OF DISTRIBUTION

     The selling shareholders,  including their donees, pledgees, transferees or
other  successors  in interest,  may make sales of the common stock  directly or
indirectly, by or through underwriters, agents or broker-dealers, and the common
stock may be sold by one or a combination of several of the following methods:

         o     ordinary brokerage transactions;
         o     an underwritten public offering in which one or more underwriters
               participate;
         o     put or call options transactions or hedging transactions relating
               to the common stock;
         o     "block" sale transactions;
         o     privately negotiated transactions; or
         o     by a combination of the above methods of sale.

     The common stock will be sold at prices and on terms then prevailing in the
market,  at prices related to the then-current  market price of the common stock
or at  negotiated  prices.  At the time  that a  particular  offer  is  made,  a
prospectus supplement,  if required, will be distributed that describes the name
or names of underwriters,  agents or broker-dealers,  any discounts, commissions
and  other  terms  constituting  selling  compensation  and any  other  required
information. Moreover, in effecting sales, broker-dealers engaged by any selling
shareholder   and   purchasers  of  the  common  stock  may  arrange  for  other
broker-dealers to participate in the sale process.  Broker-dealers  will receive
discounts or commissions from the selling shareholders and the purchasers of the
common stock in amounts that will be  negotiated  prior to the time of the sale.
Sales will be made only through broker-dealers  properly registered in a subject
jurisdiction  or  in  transactions  exempt  from  registration.   Any  of  these
underwriters,  broker-dealers  or  agents  may  perform  services  for us or our
affiliates in the ordinary course of business. We have not been advised that any
selling   shareholder   has  any  definitive   selling   arrangement   with  any
underwriters, broker-dealer or agent.

     Selling  shareholders  also may resell all or a portion of the common stock
in open market  transactions  in reliance upon Rule 144 of the Securities Act of
1933,  as  amended,  provided  that they meet the  criteria  and  conform to the
requirements of such rule.

     When common stock is to be sold to underwriters, unless otherwise described
in an applicable prospectus  supplement,  the obligations of the underwriters to
purchase the common stock will be subject to  conditions  precedent.  The common
stock will be  acquired  by the  underwriters  for their own  account and may be
resold by the  underwriters,  either  directly  to the  public or to  securities
dealers,  from time to time in one or more  transactions,  including  negotiated
transactions.  The sales can occur either at fixed public  offering prices or at
varying prices  determined at the time of sale. The public  offering  price,  if
any, and any  concessions  allowed or reallowed to dealers,  may be changed from
time to time.

     Any broker or dealer  participating  in any distribution of common stock in
connection  with the offering made by this prospectus may be considered to be an
"underwriter"  within the meaning of the Securities Act of 1933, as amended, and
may be required  to deliver a copy of this  prospectus,  including a  prospectus
supplement,  if required,  to any person who  purchases  any of the common stock
from or through that broker or dealer.

                                  LEGAL MATTERS

     Varnum, Riddering,  Schmidt & Howlett LLP is passing on the validity of the
securities to be offered by this  prospectus.  The legality of the securities to
be offered by this prospectus will be passed upon for the underwriters, dealers,
and agents, if any, as set forth in the applicable prospectus supplement.

                                       8

                                     EXPERTS

     The financial statements  incorporated in this prospectus by reference from
the Company's  Annual Report on Form 10-K for the year ended  December 30, 2000,
have been audited by Deloitte & Touche, LLP, independent  auditors, as stated in
their  report  which  is  incorporated  herein  by  reference,  and has  been so
incorporated  in  reliance  upon the  reports  of such  firm  given  upon  their
authority as experts in accounting and auditing.

                       WHERE YOU CAN FIND MORE INFORMATION

     Government  Filings.  We file proxy  statements  and annual,  quarterly and
special  reports  and  other   information  with  the  Securities  and  Exchange
Commission.  You may read and copy any document  that we file at the  Securities
and Exchange Commission's public reference rooms in Washington,  D.C., New York,
New York,  and Chicago,  Illinois.  The  Securities  and  Exchange  Commission's
Washington,  D.C.  public  reference  room is located at 450 Fifth  Street N.W.,
Washington,  D.C.  20549.  The  Securities  and  Exchange  Commissions  Chicago,
Illinois  public  reference  room is located at 500 West Madison  Street,  Suite
1400,  Chicago,  Illinois  60661.  You may also call the Securities and Exchange
Commission at  1-800-SEC-0330  for further  information on the public  reference
rooms. Our Securities and Exchange  Commission filings are also available to you
free  of  charge  at the  Securities  and  Exchange  Commission's  web  site  at
http://www.sec.gov or our web site at http://www.ufpi.com.

     Stock  Market.  Our common  stock is quoted on the Nasdaq  National  Market
under the symbol "UFPI." Material filed by us can be inspected at the offices of
the National  Association of Securities Dealers,  Inc., Reports Section,  1735 K
Street, N.W., Washington, D.C. 20006.

     Information Incorporated by Reference. We filed a registration statement on
Form S-3 to register with the Securities and Exchange  Commission the securities
to be offered  hereby.  As allowed by the rules of the  Securities  and Exchange
Commission, this prospectus does not contain all of the information you can find
in a registration statement or the exhibits to the registration  statement.  The
Securities and Exchange  Commission  allows us to "incorporate by reference" the
information  we  file  with  it,  which  means  that we can  disclose  important
information  to you  by  referring  you  to  those  documents.  The  information
incorporated  by  reference is  considered  to be part of this  prospectus,  and
information that we file later with the Securities and Exchange  Commission will
automatically  update and  supersede  previously  filed  information,  including
information  contained  in this  document.  The  registration  statement  may be
inspected at the public reference facilities maintained by the Commission at the
location referenced above.

     We  incorporate  by  reference  the  documents  listed below and any future
filings made by us with the  Securities and Exchange  Commission  under Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934. The documents
we are incorporating by reference are as follows:

o    our Current  Report on Form 8-K as filed with the  Securities  and Exchange
     Commission on January 28, 2002;

o    our Current  Report on Form 8-K as filed with the  Securities  and Exchange
     Commission  on November 19, 2001;

o    our Quarterly Report on Form 10-Q for the quarter ended September 29, 2001,
     as filed with the Securities and Exchange Commission on November 8, 2001;

o    our  Quarterly  Report on Form 10-Q for the quarter ended June 30, 2001, as
     filed with the Securities and Exchange Commission on August 9, 2001;

o    our Current  Report on Form 8-K as filed with the  Securities  and Exchange
     Commission on June 15, 2001;

o    our Quarterly  Report on Form 10-Q for the quarter ended March 31, 2001, as
     filed with the Securities and Exchange Commission on May 11, 2001; and


                                       9

o    our Annual Report on Form 10-K for the fiscal year ended December 30, 2000,
     as filed with the Securities and Exchange Commission on March 28, 2001.

     Any statement  contained in a document  incorporated  by reference  will be
modified or superseded for all purposes to the extent that a statement contained
in this prospectus (or in any other document that is subsequently filed with the
SEC and  incorporated  by  reference)  modifies or is contrary to that  previous
statement.  Any statement so modified or superseded will not be deemed a part of
this prospectus except as so modified or superseded.

     You may request free copies of these filings by writing or  telephoning  us
at the following address:

            Universal Forest Products, Inc.
            Attn.:  Legal Department
            2801 E. Beltline, N.E.
            Grand Rapids, MI  49525
            (616) 364-6161

     You should rely on the information incorporated by reference or provided in
this  prospectus and any  prospectus  supplement.  We have  authorized no one to
provide you different  information.  The selling shareholders are not, making an
offer of these  securities  in any state where the offer is not  permitted.  You
should not assume that the  information in this prospectus is accurate as of any
date other than the date on the front of the documents.







                                       10

                                1,822,288 SHARES

                         UNIVERSAL FOREST PRODUCTS, INC.

                                  COMMON STOCK
                                  ____________

                                   PROSPECTUS
                                  ____________



                                                 , 2002








                                       11

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The following  table sets forth the expected  expenses,  payable  solely by
Universal Forest Products, Inc. in connection with the issuance and distribution
of the securities being registered  hereby.  All items other than the SEC filing
fee are estimates.

                                                                              
                  Securities and Exchange Commission Filing Fee                    $8,087
                  Legal Fees and Expenses                                          25,000
                  Accounting Fees and Expenses                                     15,000
                  Printing and Engraving Expenses                                   1,000
                  Miscellaneous Expenses                                            5,000
                                                                                    -----
                  TOTAL                                                           $54,087


ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Restated and Amended  Articles of Incorporation of UFP provide that its
directors and officers are required to be indemnified as of right to the fullest
extent  permitted  under the  Michigan  Business  Corporation  Act  ("MBCA")  in
connection  with any actual or threatened  civil,  criminal,  administrative  or
investigative  action,  suit or proceeding (whether brought by or in the name of
UFP, a subsidiary  or  otherwise) in which a director or officer is a witness or
which is brought  against a director  or  officer  in his or her  capacity  as a
director,  officer,  employee,  agent or fiduciary of UFP or of any corporation,
partnership,  joint venture,  trust,  employee  benefit plan or other enterprise
which the director or officer was serving at the request of UFP. Persons who are
not directors or officers of UFP may be similarly indemnified in respect of said
service to the extent  authorized  by the Board of Directors  of UFP.  Under the
MBCA, directors,  officers,  employees or agents are entitled to indemnification
against expenses  (including  attorney fees) whenever they  successfully  defend
legal proceedings brought against them by reason of the fact that they hold such
a position  with UFP. In addition,  with respect to actions not brought by or in
the right of UFP,  indemnification  is  permitted  under  the MBCA for  expenses
(including   attorney  fees),   judgments,   fines,   penalties  and  reasonable
settlements if it is determined that the person seeking indemnification acted in
a good  faith and in a manner  he or she  reasonably  believed  to be in and not
opposed to the best  interest of UFP or its  shareholders  and,  with respect to
criminal  proceedings,  he or she had no reasonable cause to believe that his or
her conduct was unlawful.  With respect to actions brought by or in the right of
UFP,  indemnification  is  permitted  under  the  MBCA for  expenses  (including
attorney fees) and reasonable  settlement,  if it is determined  that the person
seeking indemnification acted in good faith and in a manner he or she reasonably
believed  to be in  and  not  opposed  to  the  best  interest  of  UFP  or  its
shareholders;  provided, indemnification is not permitted if the person is found
liable to UFP,  unless  the court in which the  action or suit was  brought  has
determined  that  indemnification  is  fair  and  reasonable  in view of all the
circumstances of the case.

     The MBCA and UFP's  Restated  and Amended  Articles of  Incorporation  also
authorize UFP to provide indemnification broader than that set forth in the MBCA
and the  Restated  and  Amended  Articles  of  Incorporation.  Pursuant  to this
authority,  UFP has entered  into  indemnification  agreements  with each of its
directors,  which provide for the prompt  indemnification  to the fullest extent
permitted  by  applicable  law and  for  the  prompt  advancement  of  expenses,
including  reasonable  attorney fees, incurred in connection with any proceeding
in which a director  is a witness or which is brought  against a director in his
or her capacity as a director,  officer,  employee, agent or fiduciary of UFP or
of any corporation,  partnership, joint venture, trust, employee benefit plan or
other  enterprise  which  the  director  is  serving  at  the  request  of  UFP.
Indemnification  is permitted  for expenses and  reasonable  settlement  amounts
incurred  in  connection  with a  proceeding  by or in the  right of UFP and for
expenses, judgments, penalties, fines and reasonable settlement amounts incurred
in  connection  with  the  proceeding  other  than  by or in the  right  of UFP.
Indemnification  under the indemnity  agreements is  conditioned on the director
having acted in good faith and in a manner he or she  reasonably  believes to be
in or not opposed to the best  interest of UFP and, with respect to any criminal
proceeding,  he or she had no reasonable cause to believe his or her conduct was
unlawful.

                                      II-1

The  Restated  and  Amended  Articles  of  Incorporation  of UFP also  limit the
personal  liability  of members of its Board of Directors  for monetary  damages
with  respect  to  claims  by UFP or its  shareholders  resulting  from  certain
negligent acts or omissions.

ITEM 16. EXHIBITS

     The attached Exhibit Index is incorporated herein by reference.

ITEM 17. UNDERTAKINGS

     (a) The undersigned registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the  registration  statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          20% change in the maximum  aggregate  offering  price set forth in the
          "Calculation of Registration Fee" table in the effective  registration
          statement; and

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  registration
          statement  or  any  material   change  to  such   information  in  the
          registration statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the  registration  statement is on Form S-3,  Form S-8 or Form F-3, and the
     information required to be included in a post-effective  amendment by those
     paragraphs is contained in periodic  reports filed with or furnished to the
     Commission  by the  registrant  pursuant  to  Section  13 or  15(d)  of the
     Securities  Exchange Act of 1934 that are  incorporated by reference in the
     registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof;

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the

                                      II-2

registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore  unenforceable.  In the event that a claim for indemnification
against such liabilities  (other than the payment by the registrants of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the  successful  defense of any action,  suit, or  proceeding) is asserted by
such director,  officer or controlling  person in connection with the securities
being registered,  the registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

     (d) The undersigned registrant hereby undertakes that:

          (1) For purposes of determining any liability under the Securities Act
     of 1933, the information  omitted from the form of prospectus filed as part
     of this registration  statement in reliance upon Rule 430A and contained in
     a form of prospectus filed by the registrant  pursuant to Rule 424(b)(1) or
     (4) or 497(h) under the  Securities  Act shall be deemed to be part of this
     registration statement as of the time it was declared effective.

          (2) For the purpose of determining  any liability under the Securities
     Act of  1933,  each  post-effective  amendment  that  contains  a  form  of
     prospectus shall be deemed to be a new registration  statement  relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.




                                      II-3

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
the  registration  statement  to be  signed on its  behalf  by the  undersigned,
thereunto duly authorized,  in the City of Grand Rapids,  State of Michigan,  on
March 1, 2002.

                                  UNIVERSAL FOREST PRODUCTS, INC.


                                  By: /s/ Michael R. Cole
                                  Name:   Michael R. Cole
                                  Title:   Chief Financial Officer and Treasurer


     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Amendment  No. 2 to the  registration  statement  has been  signed  by the
following persons in the capacities indicated on March 1, 2002.


/s/________________________________________*       /s/_________________________*
Peter F. Secchia, Chairman of the Board              John W. Garside, Director

/s/________________________________________*       /s/_________________________*
William G. Currie, Chief Executive Officer,          Philip M. Novell, Director
Vice Chairman of the Board, Director


/s/________________________________________*       /s/_________________________*
John C. Canepa, Director                             Louis A. Smith, Director


/s/________________________________________*       /s/_________________________*
Carroll M. Shoffner, Director                        Michael R. Cole, Chief
                                                     Financial Officer and
                                                     Treasurer

*By:  /s/ Michael R. Cole
         Michael R. Cole, Attorney-in-Fact

663029v4


                                     II-4

                                INDEX TO EXHIBITS



5.1       Opinion of Varnum, Riddering, Schmidt & Howlett LLP*

23.1      Consent of Deloitte & Touche, LLP

23.2      Consent of  Varnum,  Riddering,  Schmidt & Howlett  LLP  (Included  in
          Exhibit 5.1)*

24.1      Powers  of  Attorney   (included  in  Part  II  of  this  registration
          statement)*

99.1      Marketing  Agreement  with The Home Depot,  dated 10/01  (confidential
          treatment requested for certain portions of this document)

99.2      USA Rebate  Agreement with The Home Depot,  dated 10/01  (confidential
          treatment requested for certain portions of this document)


*Previously filed.




                                      II-5

                                  EXHIBIT 23.1

                          [DELOITTE TOUCHE LETTERHEAD]

                          INDEPENDENT AUDITOR'S CONSENT


We  consent  to the  incorporation  by  reference  in this  Amendment  No.  2 to
Registration  Statement No.  333-75278 of Universal  Forest  Products,  Inc. and
subsidiaries on Form S-3 of our report dated January 29, 2001,  appearing in the
Annual Report on Form 10-K of Universal Forest  Products,  Inc. and subsidiaries
for the year ended  December  30,  2000,  and to the  reference  to us under the
heading  "experts"  in the  prospectus,  which  is  part  of  this  Registration
Statement.


                            /s/ Deloitte & Touche LLP

                             Grand Rapids, Michigan

                                 March 1, 2002




                                      II-6


                                  EXHIBIT 99.1
                              USA MARKETING AGREEMENT                                   AGREEMENT                    71602
                                                                                        NUMBER
Please fill in completely.
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                              
Vendor Name                                                       Vendor #                                          Dept. #
                           UNIVERSAL FOREST                                                                           21
------------------------------------------------------------------------------------------------------------------------------------
Mailing Address                            City                           State/                        ZIP/
2801 Beltline                           Grand Rapids                      Province  MI                  Postal Code  49501
------------------------------------------------------------------------------------------------------------------------------------
Vendor Contact  PHIL RODGERS                Phone # (616) 364-6161        Ext. #                        Fax # (616) 361-8302
------------------------------------------------------------------------------------------------------------------------------------
Global Product Merchant                     Phone #                       Ext. #                        Fax #
------------------------------------------------------------------------------------------------------------------------------------
This agreement covers all Home Depot divisions and departments and subsidiaries
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
CONTRACT PERIOD                                                           IMPORTANT
Contract Begin Date         12/28/98
Contract End Date           12/26/99
Standard              [X]                                                Purchases are calculated as Receipts (Gross Standard
Auto-Continue         [ ]   Accural % continued until mutually           Cost) less trade discount(s), new store discounts, and
                            terminated: purchases are calculated         returns, based on the Home Depot fiscal month end dates.
                            for each 12 month period.                    Exclusions from the purchase calculation including, but
Other (enter period)  [ ]                                                not limited to, displays, and previous marketing and
                                                                         rebate commitments paid are not permitted.
------------------------------------------------------------------------------------------------------------------------------------
                                        PURCHASE HISTORY AND PURCHASE PROJECTION
------------------------------------------------------------------------------------------------------------------------------------
                      LAST YEAR'S PURCHASES                                             ANNUAL PROJECTED PURCHASES
------------------------------------------------------------------------------------------------------------------------------------
USA 500,000,000                                                                     USA *
------------------------------------------------------------------------------------------------------------------------------------
CANADIAN BUSINESS?              NO                               IMPORTANT: If "Yes", attach separate Canadian Agreement.
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
CONTRACT TERMS                 [X] ANNUAL                       [ ]  INCREMENTAL                          (check one)
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
Commitment: % of Purchases  *                 or minimum guaranteed $ Amount N/A        (whichever is greater)
------------------------------------------------------------------------------------------------------------------------------------
PAYMENT TERMS                   [ ]MONTHLY               [ ]OTHER              If Other, note in "Comments" section below.
------------------------------------------------------------------------------------------------------------------------------------
Feb 15; % or $*                  May 15; % or $*                  Aug 15; % or $*                      Nov 15; % or $*
Mar 15; % or $*                  Jun 15; % or $*                  Sep 15; % or $*                      Dec 15; % or $*
Apr 15; % or $*                  Jul 15; % or $*                  Oct 15; % or $*                      Jan 15: % or $*

     [ ] Deduct from Vendor Invoice Payment (Preferred)             [ ] Other

                 Unless otherwise stated, the guaranteed minimum is divided into 12 monthly payments. The final payment is
          adjusted based on accruals exceeding the minimum guaranteed amount. If the scheduled payment is not received by the
                           5th of the month, The Home Depot will deduct the payment from vendor remittance.
------------------------------------------------------------------------------------------------------------------------------------
COMMENTS *
------------------------------------------------------------------------------------------------------------------------------------
NOTE
------------------------------------------------------------------------------------------------------------------------------------
Funds committed will be used in the best possible manner to generate increased sales and profits for you and The Home
Depot.  Vendor marketing recommendations are always welcome; however, Home Depot reserves the right to spend marketing funds as it
deems fit to promote store traffic and build awareness.
------------------------------------------------------------------------------------------------------------------------------------
    Signing this agreement is an acknowledgement that you understand Home Depot's marketing program and will do business according
            to the terms outlined above. Any changes to this agreement must be approved by The Home Depot Legal Department.

X /S/                                      10/1/01             X   /S/                                10/1/01
Vendor Signature and Title                  Date                      Home Depot Merchant Signature            Date
IMPORTANT: Send payment for Advertising to:                   The Home Depot / Advertising Business Dept.
                                                              P.O. Box 7247-7491
                                                              Philadelphia, PA 19170-7491
HDC-018 (9/98)  DISTRIBUTION:     White-Adv. Business      Yellow-Vendor           Pink-Merchant     Blue-National Product Manager

*Omitted, Confidential Treatment Requested and material filed seperately with SEC.

                                                        II-7

                                                      EXHIBIT 99.2

                                                  USA REBATE AGREEMENT                      AGREEMENT     42854
                                                                                            NUMBER
Please fill in completely.                                                                  [ ] If Addendum Attached
------------------------------------------------------------------------------------------------------------------------------------
Vendor Name                                                       Payable Vendor #  (list all MVNDs on back)        Dept. #
                        UNIVERSAL FOREST                                                                                21
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Mailing Address                            City                           State/                        ZIP/
2801 Beltline                           Grand Rapids                      Province  MI                  Postal Code  49501
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Contact   PHIL RODGERS                     Phone #                        Ext. #                        Fax #
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Vendor                                     Phone #
Captain
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This Agreement covers all Home Depot divisions and departments and subsidiaries.
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CONTRACT PERIOD                                                           The contract includes all buying offices unless marked
                                                                          as excluded here:
Contract Begin Date   12/24/01                                            __________________________________________________________
[X] Will continue until mutually terminated                               __________________________________________________________
                           -OR-                                           __________________________________________________________
[ ] Must renegotiate by                                                  *Vendor must break out of purchases and rebates by Division
                                                                          with details to accompany payment.
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PAYMENT TERMS                          PAYMENT SCHEDULE
                   [ ] Quarterly                     [ ] Other         Annual

                                       PAYMENT METHOD
                   [X] Deduct form Vendor Invoice (DFVI)-Preferred     Check
   If the scheduled payment is not received by the 15th of the month, The Home Depot will deduct the payment from vendor remittance.
                          Be sure to notify your Accounting Department that these deductions are forthcoming.
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PURCHASE HISTORY AND PURCHASE PROJECTION
                      LAST YEAR'S PURCHASES                               ANNUAL PROJECTED PURCHASES
USA Including Puerto Rico $500 MM                                         USA Including Puerto Rico  *
Check [ ] if Canada is included for purposes of determining applicable rebate tier.  Must complete a separate agreement for the Home
Depot Canada.
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CONTRACT TERMS
[ ] Tiered Incentive:                                                               [ ] Flat % on All Purchases:___%
                                                                                    [ ] Lump sum:
  % on purchases from $*                         to $
  % on purchases from $                          to $
  % on purchases from $                          to $                                    Please add addendum for further
  % on purchases from $                          to $                                    explanation of terms or additional levels
  % on purchases from $                          to $                                    for a tiered incentive program.
  % on purchases from $                          to $
  % on purchases from $                          to $
  % on purchases from $                          to $
Note:  All tiered incentives are retroactive to $1.00 at all levels.
Note: If the contrast continues until mutually terminated, the purchase levels are looked at for each 12 month period.
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COMMENTS *
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IMPORTANT     Purchases are calculated as Receipts (Gross Cost) less trade discount(s), new store discounts, and returns, based
              on the Home Depot fiscal month end.  Exclusions from the purchase calculation including, but not limited to,
              displays and previous marketing and rebate commitments paid are not permitted.
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X /S/                                    10/1/01                      X /S/                                            10/1/01
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SIGNATURE - Vendor                          Date                      SIGNATURE -Merchandiser/Vendor Captain               Date

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PRINT NAME-Vendor                   Date                              PRINT NAME-Merchandiser                              Date


IMPORTANT: Send payment for rebates to: The Home Depot, P.O. Box 7247-7491, Philadelphia, PA 19170-7491

*Omitted, Confidential Treatment Requested and material filed seperately with SEC.

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