As filed with the Securities and Exchange Commission on February 12, 2004

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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MASONITE INTERNATIONAL CORPORATION

Premdor Inc.

1600 Britannia Road East
Mississauga, Ontario
Canada L4W 1J2

MASONITE INTERNATIONAL CORPORATION SHARE OPTION PLAN

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Mr. Steve MacIsaac
Masonite Holdings, Inc.
One North Dale Mabry
Tampa, Florida 33609

(813) 877-2726

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CALCULATION OF REGISTRATION FEE

(1)		Consists of Common Shares underlying options granted or that may be granted under the Registrant’s Share Option Plan. There are also registered hereby such indeterminate number of Common Shares as may become issuable by reason of the operation of the anti-dilution provisions of that Plan.
(2)		Based on the price in Canadian dollars per Common Shares at which the Common Shares underlying the options granted may be purchased, as same may be adjusted in accordance with the Registrant’s Share Option Plan, and translated into U.S. dollars on the basis of U.S. $1.00 = Cdn $1.3289, the noon buying rate in New York City for cable transfers of Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York on February 10, 2004.

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INCORPORATION BY REFERENCE

     The contents of the Registration Statement of Premdor Inc. on Form S-8 dated March 10, 1993 (No. 33-59364) and Post-Effective Amendment No. 1 thereto dated November 1, 1994 are hereby incorporated by reference herein.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.   EXHIBITS.

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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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mississauga, Province of Ontario, Country of Canada, on this 10th day of February, 2004.

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POWERS OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Harley Ulster his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

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     Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative of Masonite International Corporation in the United States, in the City of Tampa, State of Florida, on this 10th day of February, 2004.

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Exhibit Index

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