SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549



                                   FORM 8-A/A


                       AMENDMENT TO APPLICATION OR REPORT
                  Filed pursuant to Section 12, 13 or 15(d) of
                      THE SECURITIES EXCHANGE ACT OF 1934


                            APOGEE ENTERPRISES, INC.


                                        



               (exact name of registrant as specified in charter)


 
 
Minnesota                           O-6365          41-0919654
- --------------------------------------------------------------------
(State or other jurisdiction of    (Commission   (I.R.S. Employer
incorporation or organization)     File Number)  Identification No.)
 



                     7900 Xerxes Avenue South - Suite 1800
                         Minneapolis, Minnesota  55431
- --------------------------------------------------------------------
                    (Address of principal executive offices)



Registrant's telephone number, including area code:  (612) 835-1874



                          AMENDMENT NO. 1 TO FORM 8-A


     The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Application for Registration on
Form 8-A dated October 30, 1990 for its Rights to Purchase Junior Participating
Preferred Stock, par value $1.00 per share, as set forth in the pages attached
hereto:


          Item 1. Description of Registrant's Securities to be Registered.

          Item 2. Exhibits.

 
Item 1.   Description of Registrants Securities to be Registered.


          Item 1 of the Form 8-A dated October 30, 1990 (the "Form 8-A"), filed
by Apogee Enterprises, Inc. (the "Company") is hereby amended by adding the
following:


          On June 28, 1995, the Company amended the Rights Agreement by entering
into Amendment No. 1, dated as of June 28, 1995 (the "Amendment"), to the Rights
Agreement with American Stock Transfer & Trust Company (f/k/a American Stock
Transfer Company).  Capitalized terms used and not otherwise defined herein have
the meanings ascribed to them in the Rights Agreement and the Amendment.


          The Rights Agreement has been amended to modify the definition of
"Acquiring Person" to (i) exclude from the definition of "Acquiring Person" a
person determined by the Board of Directors to have inadvertently become the
Beneficial Owner of 10% or more of the Company's Common Stock if that person
promptly disposes of a sufficient number of shares in order to reduce the number
of shares Beneficially Owned below the 10% threshold and (ii) provide that the
merger of David L. Babson & Co., Inc. and Concert Capital Management, Inc. shall
not result in the surviving entity from such merger becoming an Acquiring Person
solely as a result of it being the Beneficial Owner of more than 10% of the
Common Shares of the Company as a result of such merger, provided that it is the
Beneficial Owner of no more than 13.5% of the Common Shares of the Company.


          A copy of the Amendment has been attached as an exhibit hereto and is
incorporated herein by reference.  The foregoing description of the amendments
to the Rights Agreement does not purport to be complete and is qualified in its
entirety by reference to the Amendment.

 
Item 2.   Exhibits.


          Item 2 of the Form 8-A is hereby amended by adding the following
exhibit attached hereto:


          2.   Amendment No. 1, dated as of June 28, 1995, to Rights
               Agreement, dated as of October 19, 1990, between the Company
               and American Stock Transfer & Trust Company (f/k/a American
               Stock Transfer Company).


          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                    APOGEE ENTERPRISES, INC.



                                    By:  William G. Gardner
                                        --------------------------------
                                        William G. Gardner
                                        Treasurer and Secretary



                             Dated:  July 26, 1995

 
                                 Exhibit Index



Exhibit No.       Description
- -----------       -----------

     2.           Amendment No. 1, dated as of June 28, 1995, to Amended and
                  Restated Rights Agreement, dated as of October 19, 1990,
                  between the Company and American Stock Transfer & Trust
                  Company (f/k/a American Stock Transfer Company).

 
                                                                    EXHIBIT 2

                                AMENDMENT NO. 1
                                      TO
                               RIGHTS AGREEMENT



          Amendment No. 1, dated as of June 28, 1995 (the "Amendment"), to the
Rights Agreement, dated as of October 19, 1990 (the "Rights Agreement"), between
Apogee Enterprises, Inc., a Minnesota corporation (the "Company"), and American
Stock Transfer & Trust Company (f/k/a American Stock Transfer Company), a New
York corporation (the "Rights Agent").



                              W I T N E S S E T H:


          WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement; and


          WHEREAS, on April 21, 1995, the Board of Directors of the Company, in
accordance with Section 27 of the Rights Agreement, determined it desirable and
in the best interests of the Company and its stockholders to supplement and
amend certain provisions of the Rights Agreement.


          NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:


          Section 1.  Amendment to Section 1.  The last sentence in the
definition of "Acquiring Person" in Section 1(a) of the Rights Agreement is
hereby amended to read in its entirety as follows:


"Nothwithstanding the foregoing:
 

     (x) no Person shall become an Acquiring Person as the result of an
acquisition of Common Shares by the Company which, by reducing the number of
shares outstanding, increases the proportionate number of shares beneficially
owned by such Person to 10% or more (or, with respect to the Baumgardner Group,
30% or more) of the Common Shares of the Company then outstanding; provided,
however, that if a Person shall become the Beneficial Owner of 10% or more (or,
with respect to the Baumgardner Group, 30% or more) of the Common Shares of the
Company then outstanding by reason of share purchases by the Company and shall,
after such share purchases by the Company, become the Beneficial Owner of any
additional Common Shares of the Company, then such Person shall be deemed to be
an Acquiring Person;


     (y) if a majority of the Continuing Directors of the Company determines in
good faith that a Person who would otherwise be an Acquiring Person has become
such inadvertently (including, without limitation, because (i) such Person was
unaware that he or it was the Beneficial Owner of a percentage of Common Shares
that would otherwise cause such Person to 



                                      -1-

 
be an Acquiring Person or (ii) such Person was aware of the extent to which he
or it is a Beneficial Owner of Common Shares but had no actual knowledge of the
consequences of being such a Beneficial Owner under this Agreement) and without
any intention of changing or influencing control of the Company, and if such
Person, after being advised of such determination and within a period of time
set by a majority of the Continuing Directors, divests himself or itself of a
sufficient number of Common Shares so that such Person would no longer be an
Acquiring Person, then such Person shall not be deemed to be or to have become
an Acquiring Person for any purposes of this Agreement; and during any period of
time (1) prior to the time the Continuing Directors shall have become aware that
such Person had become an Acquiring Person (but for the provisions of this
subsection (y)); (2) during which the Continuing Directors are making the
determination called for under this subsection (y), and (3) during which such
Person is divesting himself or itself of a sufficient number of Common Shares so
that such Person would no longer be an Acquiring Person, such Person shall not
be deemed to be or to have become an Acquiring Person for any purpose under this
Agreement; and


     (z)  the surviving Person of a proposed merger between David L. Babson &
Co. Inc. and Concert Capital Management, Inc. shall not become an Acquiring
Person solely as a result of such surviving Person being the Beneficial Owner of
10% or more of the Common Shares of the Company then outstanding, provided that
such surviving Person is the Beneficial Owner of no more than 13.5% of the
Common Shares of the Company then outstanding, whether as a result of such
merger or as a result of any subsequent acquisitions of Common Shares of the
Company.  If such surviving Person thereafter becomes the Beneficial Owner of
less than 10% of the Common Shares of the Company, the exception provided in
this subsection (z) shall terminate, and such surviving Person shall be subject
to the provisions of Section 1(a) of this Agreement (and the 10% ownership test
provided therein), without regard to this subsection (z)."


          Section 2.  Amendment to Section 29.  Section 29 of the Rights
Agreement is hereby amended to add the words "; No Liability" to the caption of
such Section and to add the following sentence at the end of such Section:
"Notwithstanding anything to the contrary in this Agreement, none of the
Company, the Rights Agent or the Continuing Directors shall have any liability
to, nor be subject to any claim of, any holder of the Common Shares of the
Company or the Rights by reason of any failure of the Company to comply with the
provisions of this Agreement prior to the time the Continuing Directors have
actual knowledge of the existence of an Acquiring Person or during any period
the Continuing Directors are making the determination described in subsection
(y) of Section 1(a) of this Agreement or during the period allowed for a
potentially inadvertent Acquiring Person to divest himself or itself of Common
Shares of the Company as provided in such subsection (y) or by reason of the
failure of any such potentially inadvertent Acquiring Person to accomplish such
divestiture.
 

          Section 3.  Amendment to Summary of Rights.  The form of Summary of
Rights to purchase Preferred Shares set forth in Exhibit C attached to the
Rights Agreement is hereby amended to read in its entirety as set forth in the
attachment hereto.


          Section 4.  Rights Agreement as Amended.  The term "Agreement" as used
in the Rights Agreement shall be deemed to refer to the Rights Agreement as
amended hereby.  This 


                                      -2-

 
Amendment shall be effective as of the date hereof and, except as set forth
herein, the Rights Agreement shall remain in full force and effect and be
otherwise unaffected hereby.


          Section 5.  Counterparts.  This Amendment may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.


     IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.


                                    APOGEE ENTERPRISES, INC.
Attest:



By:   William G. Gardner            By:     Donald W. Goldfus
     ----------------------             -------------------------------
Title:  Treasurer/Secretary         Title: Chairman, Chief Executive
                                           Officer and President



                                    AMERICAN STOCK TRANSFER &
                                    TRUST COMPANY
                                    F/K/A AMERICAN STOCK Attest:      
TRANSFER COMPANY


By    Geralding M. Zarbo            By:    Herbert J. Lemmer
    -----------------------             ----------------------------------
Title:  Vice President              Title:  Vice President


                                      -3-

 
                                                                    Exhibit C
                                                                    ---------


                           APOGEE ENTERPRISES, INC.

                         SUMMARY OF RIGHTS TO PURCHASE

                               PREFERRED SHARES



          On October 19, 1990, the Board of Directors of Apogee Enterprises,
Inc. (the "Company"), declared a dividend of one preferred share purchase right
(a "Right") per share for each outstanding share of Common Stock, par value $.33
1/3 (the "Common Shares"), of the Company.  The dividend is payable on November
6, 1990 (the "Record Date") to shareholders of record on that date.


          Each Right entitles the registered holder to purchase from the Company
one one-hundredth of a share of Series A Junior Participating Preferred Stock,
par value $1.00 (the "Preferred Shares"), of the Company at a price of $70.00
per one-hundredth of a Preferred share (the "Purchase Price"), subject to
adjustment.  The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement"), dated as of October 19, 1990, as amended by
Amendment No. 1 dated as of June 28, 1995, between the Company and American
Stock Transfer & Trust Company (formerly known as American Stock Transfer
Company), as Rights Agent (the "Rights Agent").


          Initially, the Rights will attach to all certificates representing
Common Shares then outstanding and no separate Right Certificates will be
distributed.  The Rights will separate from the Common Shares, and a
Distribution Date for the Rights will occur upon the earlier of:


               (i) the close of business on the twentieth day following a public
          announcement that a person or group of affiliated or associated
          persons has become an "Acquiring Person" (i.e., has become, subject to
          certain exceptions, the beneficial owner of 10% or more of the
          outstanding Common Shares, except that the "Baumgardner Group," which
          includes Russell H. Baumgardner, his associates and affiliates and two
          trusts established by Mr. Baumgardner, and which presently is the
          beneficial owner of approximately 24% of the outstanding Common
          Shares, will not be deemed to be an Acquiring Person unless the
          Baumgardner Group becomes the beneficial owner of 30% or more of the
          outstanding Common Shares, subject to certain exceptions);


               (ii) the close of business on the twentieth day following the
          commencement or public announcement of a tender offer or exchange
          offer, the consummation of which would result in a person or group of
          affiliated or associated persons becoming, subject to certain
          exceptions, the beneficial owner of 10% or more (30% or more with
          respect to the Baumgardner Group) of the outstanding Common Shares (or
          such later date as may be determined by the 

                                      C-1

 
          Board of Directors of the Company prior to a person or group of
          affiliated or associated persons becoming an Acquiring Person).


For purposes of determining whether the 10% threshold is exceeded, the Rights
Agreement provides (i) that for purposes of calculating ownership thresholds
under the Rights Agreement, shares held by one of Mr. Baumgardner's two trusts
will not be aggregated with those held by the current individual trustees of
such trust (Messrs. Donald W. Goldfus, Laurence J. Niederhofer and O. Walter
Johnson, all currently directors of the Company) and (ii) that the receipt of
shares upon the death of Mr. Baumgardner by the terms of such trusts or by
testamentary or intestate disposition will not result in a person becoming an
Acquiring Person, even if such person's holdings would thereby exceed 10% of the
outstanding Common Shares.   A Person will not be an Acquiring Person if the
Continuing Directors of the company determine that such Person became an
Acquiring Person inadvertently and such Person divests itself, within a
reasonable period of time as determined by the Continuing Directors, of a
sufficient number of Common Shares so that such Person is no longer an Acquiring
Person.  The Rights Agreement also excludes from the definition of Acquiring
Person the surviving entity from the merger of David L. Babson & Co., Inc. and
Concert Capital Management, Inc., provided such entity is not the Beneficial
Owner of more than 13.5% of the Common Shares of the Company.


Until the Distribution Date,


               (i) the Rights will be evidenced by the Common Share certificates
          and will be transferred with and only with the Common Shares,


               (ii) new Common Share certificates issued after the Record Date
          upon transfer or new issuance of the Common Shares will contain a
          notation incorporating the Rights Agreement by reference, and


               (iii)  the surrender for transfer of any Common Share
          certificate, even without such notation or a copy of this Summary of
          Rights attached thereto, will also constitute the transfer of the
          Rights associated with the Common Shares represented by such
          certificate.


As promptly as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date, and such separate Right Certificates alone will evidence the
Rights.


          The Rights are not exercisable until the Distribution Date.  The
Rights will expire on October 19, 2000, unless extended or earlier redeemed or
exchanged by the Company as described below.


          The Purchase Price payable, and the number of Preferred Shares or
other securities or property issuable upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution:

                                      C-2

 
               (i) in the event of a stock dividend on, or a subdivision,
          combination or reclassification of, the Preferred Shares,


               (ii) upon the grant to holders of the Preferred Shares of certain
          rights, options or warrants to subscribe for or purchase Preferred
          Shares or convertible securities at less than the then current market
          price of the Preferred Shares, or


               (iii)  upon the distribution to holders of the Preferred Shares
          of evidences of indebtedness or assets (excluding regular periodic
          cash dividends or dividends payable in Preferred Shares) or of
          subscription rights or warrants (other than those described in clause
          (ii) of this paragraph).


          With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
the Purchase Price.  No fraction of a Preferred Share will be issued (other than
fractional shares which are integral multiples of one one-hundredth of a
Preferred Share, which may, at the election of the Company, be evidenced by
depositary receipts) if in lieu thereof, a payment in cash is made based on the
closing price (prorated for the fraction) of the Preferred Shares on the last
trading date prior to the date of exercise.


          The number of outstanding Rights and the number of one one-hundredths
of a Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.


          Preferred Shares purchasable upon exercise of the Rights will not be
redeemable.  Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1.00 per share but will be entitled to an
aggregate dividend of 100 times the dividend declared per Common Share.  In the
event of liquidation, the holders of the Preferred Shares will be entitled to a
minimum preferential liquidation payment of $100 per share but will be entitled
to an aggregate payment of 100 times the payment made per Common Share.  Each
Preferred Share will have 100 votes, voting together with the Common Shares.
Finally, in the event of any merger, consolidation or other transaction in which
Common Shares are exchanged, each Preferred Share will be entitled to receive
100 times the amount received per Common Share.  These rights are protected by
customary antidilution provisions.


          Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights, the value of the one one-hundredth interest in a Preferred
Share purchasable upon exercise of each Right should approximate the value of
one Common Share.


          In the event that:

                                      C-3

 
               (i) any person or group of affiliated or associated persons
          becomes an Acquiring Person (unless such person first becomes an
          Acquiring Person pursuant to a tender offer or an exchange offer for
          all outstanding Common Shares at a price and on terms determined by
          the Board of Directors of the Company (prior to any change in control
          of the Board of Directors) to be fair to shareholders and otherwise in
          the best interests of the Company and its shareholders and which the
          Board of Directors recommends to the shareholders) or


               (ii) during such time as there is an Acquiring Person, there
          shall be a reclassification of securities or a recapitalization or
          reorganization of the Company or other transaction or series of
          transactions involving the Company or a subsidiary of the Company
          which has the effect of increasing by more than 1% the proportionate
          share of the outstanding shares of any class of equity securities of
          the Company or any of its subsidiaries beneficially owned by an
          Acquiring Person,


proper provision shall be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person and certain transferees thereof
(which will thereafter be void), will thereafter have the right, exercisable
following the expiration of the Company's right to redeem the Rights, to receive
upon exercise thereof at the then current exercise price of the Right that
number of Common Shares having a market value of two times the exercise price of
the Right, subject to certain possible adjustments.


          In the event that the Company is acquired in certain mergers or other
business combination transactions (other than a transaction for at least the
same per-share consideration with a person who acquired Common Shares through a
tender offer or exchange offer for all outstanding Common Shares approved by the
Board of Directors of the Company in accordance with the preceding paragraph or
any wholly owned subsidiary of such person) or 50% or more of the assets or
earning power of the Company and its subsidiaries (taken as a whole) are sold
after the Distribution Date or within twenty days prior thereto, each holder of
a Right (other than Rights which have become void under the terms of the Rights
Agreement) will thereafter have the right to receive, upon exercise thereof at
the then current exercise price of the Right, that number of Common Shares of
the acquiring company (or, in certain cases, one of its affiliates) having a
market value of two times the exercise price of the Right.


          In certain events specified in the Rights Agreement, the Company is
permitted to temporarily suspend the exercisability of the Rights.


          At any time after a person or group of affiliated or associated
persons becomes an Acquiring Person (subject to certain exceptions), and prior
to the acquisition by a person or group of affiliated or associated persons of
50% or more of the outstanding Common Shares, the Board of Directors of the
Company may (if there has been no change in control of the Board of Directors)
exchange all or part of the Rights (other than Rights which have become void
under the terms of the Rights Agreement) for Common Shares at an exchange ratio
per Right equal to the result obtained by dividing the exercise price of a Right
by the current per share market price of the Common Shares, subject to
adjustment.

                                      C-4

 
          At any time prior to the close of business on the twentieth day after
a public announcement that a person or group of affiliated or associated persons
has become an Acquiring Person, the Board of Directors of the Company may redeem
the Rights in whole, but not in part, at a price of $.01 per Right, subject to
adjustment (the "Redemption Price"), payable in cash, Common Shares or any other
form of consideration deemed appropriate by the Board of Directors; provided,
however, that such redemption may occur after any person becomes an Acquiring
Person only if there has not been a change in control of the Board of Directors
of the Company.  The period of time during which the Rights may be redeemed may
be extended if no such change of control has occurred or if no person has become
an Acquiring Person.  The redemption of the Rights may be made effective at such
time, on such basis and with such conditions as the Board of Directors in its
sole discretion may establish.  The Board of Directors and the Company shall not
have any liability to any person as a result of the redemption or exchange of
the Rights pursuant to any provisions of the Rights Agreement.


          Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including without limitation, the right
to vote or to receive dividends.  In addition, the Company will have no
liability to holders of Rights or of the Common Shares for any failure to comply
with the Rights Agreement during any period the Continuing Directors are unaware
of the existence of the Acquiring Person.


          A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated
October 26, 1990.  A copy of the Rights Agreement is available free of charge
from the Company by contacting the Secretary of Apogee Enterprises, Inc., 7900
Xerxes Avenue South, Minneapolis, Minnesota 55431.  This summary description of
the Rights does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, which is hereby incorporated herein by
reference.


                                      C-5