UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                            Form 10-K
(Mark One)
     [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934 (FEE REQUIRED)
     For the fiscal year ended    June 27, 1998   
                                OR
     [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
     For the transition period from ________ to ________.

                 Commission file No.   0-14651  

                        MILLER BUILDING SYSTEMS, INC.                       
      (Exact name of registrant as specified in its charter)

      Delaware                                           36-3228778     
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                    Identification Number)

      58120 County Road 3 South
      Elkhart, Indiana                                           46517    
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code:          (219) 295-1214 

Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:
              Common Stock, Par Value $.01 Per Share 
                         (Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  (x) Yes ( ) No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  ( )

Aggregate market value of voting stock held by nonaffiliated of the registrant,
based on the closing price of the stock as reported by the National Association
of Securities Dealers' Automated Quotation Systems, on August 28, 1998:
$25,910,627.

As of August 28, 1998, the Registrant had 3,312,021 shares of Common Stock
outstanding.

               DOCUMENTS INCORPORATED BY REFERENCE

The following documents are incorporated by reference into this Annual Report on
Form 10-K:
     Portions of Registrant's Proxy Statement for its 1998 Annual Meeting of
     Stockholders (the "Proxy Statement"), which will be filed with the
     Securities and Exchange Commission no later than 120 days after the end of
     the Registrant's fiscal year, are incorporated into Part III.


This Report contains certain statements that are "forward-looking statements" 
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934, as amended.  Those statements are 
dependent on certain risks and uncertainties.  Such factors, among others, are 
the mix between products with varying profit margins, the belief that previous 
growth rates in the telecommunication shelter market will return, the strength 
of the economy in the various sections of the country served by the Company, the
impact of our competitors on the profitability of our products, the future
availability of raw materials, the anticipated adequacy of the Company's 
operating cash flows and credit facilities to finance operations, capital 
expenditures and other needs of its business and the ability of the Company to 
become year 2000 compliant.  Readers are cautioned that reliance on any forward-
looking statement involves risks and uncertainties.  Although the Company 
believes that the assumptions on which the forward-looking statements contained 
herein are based are reasonable, any of those assumptions could prove to be 
inaccurate given the inherent uncertainties as to the occurrence or 
nonoccurrence of future events.  There can be no assurance that the forward-
looking statements contained in this Report will prove to be accurate.  The 
inclusion of a forward-looking statement herein should not be regarded as a 
representation by the Company that the Company's objectives will be achieved.

                              PART I

ITEM 1.   BUSINESS

The Company

     Miller Building Systems, Inc. ("Miller") is the parent of Miller Building
Systems of Indiana, Inc., Miller Building Systems of Pennsylvania, Inc.,  Miller
Building Systems of Kansas, Inc., United Structures, Inc.("United"), and Miller
Construction Services, Inc. ("Construction Services").  All operations of Miller
are conducted through its five wholly owned subsidiaries which design,
manufacture, market and service factory-built buildings.  Miller has two product
lines, Structures and Telecom.  The factory-built buildings produced by
Structures are modular and mobile buildings, which are generally movable and
relocatable, and designed to meet the specialized needs of a wide variety of
users.  Structures products are sold to independent customers who, in turn, sell
or lease to the end users.  The Structures division has manufacturing facilities
in Elkhart, Indiana; Burlington, Kansas; Leola, Pennsylvania; Sioux Falls, South
Dakota and Bennington, Vermont.  The Telecom division manufactures specialized
buildings, which utilize modular construction techniques and pre-cast concrete
technology, and are designed principally for customers in the telecommunications
industry.  Telecom's products are sold directly to the end user.  Telecom has
manufacturing facilities in Elkhart, Indiana; Burlington, Kansas; Binghamton, 
New York and Leola, Pennsylvania.  Miller's Structures and Telecom products are
sold throughout the United States.  Construction Services provides complete 
turnkey services from site preparation through setting and installation.

     Miller originally was organized as an Indiana corporation in November 1982
under the name of "Graylyon Corp." and then merged, effective April 1983, into
a Delaware corporation named "Gray Lyon Company".  In November 1986, the Company
amended its Certificate of Incorporation to change its name to "Modular
Technology, Inc."  In November 1988, the Company again amended its Certificate
of Incorporation to change its name to "Miller Building Systems, Inc."  All
references to Miller herein refer to Miller Building Systems, Inc., a Delaware
corporation, and its predecessor Indiana corporation.

     As discussed in Note B of Notes to Consolidated Financial Statements,
effective January 1, 1998, Miller acquired all of the issued and outstanding
shares of common stock of United.

     Miller maintains its Executive Offices at 58120 County Road 3 South,
Elkhart, Indiana 46517; telephone number (219) 295-1214.  The Executive Office
is Miller's principal operating office from which it manages and coordinates the
activities of their wholly owned subsidiaries.

<PAGE>
                     STRUCTURES PRODUCT LINE 
    
     Sales and engineering for the Structures product line are headquartered in
Elkhart, Indiana.  The sales and engineering staff support the manufacturing
facilities in Elkhart, Indiana; Burlington, Kansas; Leola, Pennsylvania; Sioux
Falls, South Dakota and Bennington, Vermont.

Structures - Modular and Mobile Office Buildings

Products

     The buildings sold by Structures are generally movable or relocatable and
are composed of either single or multiple units often referred to as modular
units.  Individual units are either 8, 10, 12, or 14 feet in width and up to 80
feet in length.  These individual units can be combined into buildings varying
in size from several hundred to several thousand square feet.  Although most
buildings are one story, they can be built to be two or three stories high
depending on user requirements.

     The factory-built buildings sold by Structures meet the specialized needs
of users, which include architectural and engineering firms, churches,
construction companies, correctional or prison authorities, educational and
financial institutions, libraries, medical and dental facilities, military
installations, post offices, real estate firms, restaurants and retail
businesses.  The cost of the building varies depending on its application or its
specifications and may, in certain instances, be less expensive than a 
comparable conventional site-built building.  Structures' cost portion of a 
completed building does not include transportation, site preparation, foundation
and other installation work which is the responsibility of the user and is often
provided and charged to the user by Structures' customer. In addition to all the
aforementioned costs, the price charged to the user by Structures' customer will
reflect a "mark-up" which is determined by Structures' customer and not by
Structures.

     Buildings or units (modules) of buildings sold by Structures are usually
built on a steel frame.  Attached to the frame, customarily, is a chassis with
wheels and axles.  This chassis will either become a permanent portion of the
building, permitting it to be easily transported to another site, or be removed
at the building installation site.  The chassis facilitates the transportation
of the individual units over the highways from Structures' factory to either its
customer's facilities or the user's installation site.

     The floor, roof and walls of any building are constructed of conventional
building materials, primarily wood or comparable materials.  The building or
module is fabricated in a process similar to conventional site-built 
construction with appropriate variations.  Structures also sells buildings 
utilizing non-combustible materials.  For these types of buildings, the floor is
made of concrete.  The wall studs and roof frame are made of steel and other 
components.  The buildings utilize various other non-combustible materials.
     
     Interiors and exteriors of the buildings are completed to customer
specifications.  Finished buildings or modules include required electrical
wiring, plumbing, heating and air conditioning, and floor coverings.  Exteriors
are constructed of wood, aluminum or other specified exterior materials such as
brick facing, etc.

     Buildings sold by Structures are designed and engineered before production.
Detailed plans and other documentation prepared by Structures are submitted to
its customers and users as well as to various regulatory agencies for approval
prior to commencement of construction.  Structures maintains its own engineering
and design staff which is capable of handling virtually all types of building
orders.  On occasion, however, Structures may retain the services of outside
engineering and design firms.
Marketing

     Structures does not sell its buildings directly to ultimate users of the
buildings.  Structures' customers do not represent Structures on an exclusive
basis.  Structures competes for customer orders based on price, quality, timely
delivery, engineering capability and general reputation for reliability. 
Structures sells its products to approximately 75 customers.  Customers may be
national, regional or local in nature.  Customers will sell, rent or lease the
buildings purchased from Structures to the users.  Structures believes a
significant portion of its product is either rented or leased by the users from
its customers.

     Structures' sales staff calls on prospective customers in addition to
maintaining continuing contact with existing customers.  The sales staff assists
its customers and their prospective customers in developing building
specifications in order to facilitate the preparation by Structures of a
quotation.  The sales staff, in conjunction with the engineering staff,
maintains ongoing contact with the customer base.

     Certain customers maintain rental fleets of standardized units such as
construction-site buildings or buildings for general office space requirements. 
These buildings are generally rented or leased for a specific requirement, and
when the requirement has been satisfied, the buildings are returned to
Structures' customer for re-renting or leasing to other users.  Other buildings
are sold to a specific user's requirements and Structures' customer will either
lease it to its customer or sell it outright.  As a result of transportation
costs, the effective distribution range of buildings sold by Structures is
limited to an area within 400-600 miles from each manufacturing facility.

     Structures believes that the various leasing plans offered to the users by
its customers are a significant benefit of factory-built buildings over similar
conventional site-built buildings.  Other significant benefits to the customer
are the speed with which a factory-built building can be made available for use
compared to on-site construction and the ability to relocate the building to
another site if the customer's utilization requirements change.  

     Certain companies within the industry served by Structures, including some
who are customers of Structures, have their own manufacturing facilities to
provide all or a portion of their building requirements.  Structures does not
believe there is any specific identifiable industry trend or direction of its
customers having their own captive manufacturing capabilities.  Certain 
customers have acquired or started their own manufacturing facilities and other
customers have closed or reduced their manufacturing capability.  Structures 
believes that its customers are best served by having the flexibility of outside
product sources and avoiding the possible inefficiencies of captive 
manufacturing facilities.

     Structures is highly dependent on a limited number of customers, the loss
of which could have a material adverse effect on the operations of Miller.  For
the fiscal years ended June 27, 1998 and June 28, 1997, the following customers
represented 10% or more of net sales of Miller:  Transport International Pool,
Inc., d/b/a GE Capital Modular Space, a division of General Electric Capital
Corporation ("GE Capital"), represented 13% of Miller's net sales for the fiscal
year ended June 27, 1998 and In-Roads, Inc. represented 15% for the fiscal year
ended June 28, 1997.

Competition
 
     Competition in the factory-built building industry is intense and
Structures competes with a number of entities, some of which may have greater
financial resources than Miller and Structures.  To the extent that factory-
built buildings become more widely accepted as an alternative to conventional 
on-site construction, competition from local contractors and manufacturers of 
other pre-engineered building systems may increase.  In addition to competition 
from firms designing and constructing on-site buildings, Structures competes 
with numerous factory-built building manufacturers that operate in particular 
geographical regions.

     Structures competes for orders from its customers primarily on the basis
of price, quality, timely delivery, engineering capability and reliability. 
Structures believes that the principal basis on which it competes with on-site
construction is the combination of the timeliness of factory versus on-site
construction, the cost of its products relative to on-site construction, the
quality and appearance of its buildings, its ability to design and engineer
buildings to meet unique customer requirements (including local and state
regulatory compliance), and reliability in terms of completion time.  The
manufacturing efficiencies and generally lower wage rates of factory
construction, even with the added transportation expense, in many instances
result in the cost of factory-built buildings being equal to or lower than the
cost of on-site construction of comparable quality.  Quality, reliability and 
the ability to comply with regulatory requirements in a large number of states 
and localities depend upon the engineering and manufacturing expertise of the
management and staff of Miller.  The relative importance of these factors varies
from customer to customer.  Most of Structures' orders are awarded by its
customers on the basis of competitive bidding.

                       TELECOM PRODUCT LINE

     Sales and engineering for the Telecom product line are located in Elkhart,
Indiana.  Telecom provides all administrative, sales and production services 
from that location.  The sales and engineering staff support manufacturing 
facilities in Elkhart, Indiana; Burlington, Kansas; Binghamton, New York and 
Leola, Pennsylvania.

Products

     Telecom manufactures modular factory-built buildings using pre-cast
concrete, steel and concrete, wood or fiberglass construction.  Each building is
custom-built to the end users' specifications and is typically finished to
include electrical, grounding, sensing alarm, mechanical and air conditioning
systems.

     The pre-cast concrete technology available through Telecom allows for
vandal-proof and environmental protection necessary for the telecommunication
industry.  Telecom produces single and multiple module buildings with modules
ranging in size from 8' x 10' to modules as large as 14' x 30'.  Telecom has
provided buildings, when assembled, consisting of a single module of 80 square
feet to multiple module buildings ranging up to 1,440 square feet.  Multiple
story technology is currently being developed by Telecom.  Telecom can provide 
building transportation and complete site installation of the building and
equipment, if required by the customer specifications.  Opportunities in 
pre-cast concrete also exist for the containment of hazardous material in 
specialized shelters and in correctional facilities requiring pre-cast modular 
cells.  The latter product can be provided to existing customers of Structures.

     Telecom has complemented the traditional pre-cast concrete technology with
a lightweight concrete/steel building which will reduce the overall building
weight by 40%.  A Cam-Lock series of buildings has been developed which allows
speedy installation of interlocking steel and foam panels for difficult site
placement, such as rooftops, mountaintop, or inside an existing building.  An
exportable Containerized Shelter, transforms a standard 20' and 40' steel
shipping container into a virtually indestructible completely outfitted
telecommunication shelter.  Also, mobile shelters meet the challenge of light
weight, portable shelters for emergency communications, starter or test sites,
temporary facilities or for special events broadcasting.

Marketing

     Telecom participates in an expanding market for telecommunication shelters
which service the cellular and personal communication industries.  Telecom
expects the growth in these markets to continue.  Telecom sells its product
directly to the end users of the buildings, which have been principally
telecommunication and utility companies, military bases and municipalities. 
Telecom competes for orders by providing a quotation developed from
specifications received from the potential customer.  While price is often a key
factor in the potential customer's purchase decision, other factors may also
apply, including delivery time, quality and prior experience with a certain
manufacturer.  Several customers have designated Telecom as their nationwide
supplier.  Telecom is prepared, if necessary, to provide a potential customer a
bid or performance bond to ensure Telecom's performance.  
     
     The potential shipping radius of these type of buildings is not as
restrictive as that of Modular and Mobile Office buildings; however, Telecom has
concentrated its marketing efforts in geographic areas where, Telecom believes,
it has a freight advantage over a significant portion of its competitors.

Competition

     Telecom competes with a number of national and regional firms.  Some of
these competitor companies may have greater financial strength or capabilities
than Miller and Telecom; however, Telecom believes Miller's financial strength,
engineering capabilities and experience in producing other types of factory-
built structures are key elements in providing a competitive advantage to 
Telecom.

                      Construction Services
                                 
     Construction Services is located in Elkhart, Indiana and operates all
administrative, sales and service activities from that location.  This office
manages the service crews that support the Telecom facilities in Elkhart,
Indiana; Burlington, Kansas; Leola, Pennsylvania and to some extent Binghamton,
New York.

Services

     Construction Services provides one contact point for complete turnkey
services for telecommunication site construction.  These services include the
management and execution of the entire construction process, from site
preparation, equipment transportation, through building and tower setting and
installation, or any combination thereof.  

     The service crews are fully outfitted with service trucks and equipment to
handle any site construction, even in remote locations.  The crews are highly
trained in all phases of construction and have experience with heavy equipment,
site civil work and permitting, steel fabrication, concrete and cam-lock 
building installations, electrical and electronic hookups, tower erection, 
antenna sets and fencing.  Construction Services specializes in completing sites
in difficult remote locations or sites which must be completed in a short time 
frame.  The service crews can "quick turn" a building, principally cam-lock 
buildings, in five days from the initiation of the field work.  The traditional 
concrete shelter can also be assembled and finished in remote locations where 
the site is inaccessible to a building fully completed in the factory.
     
     In addition, to site preparation and installation, Construction Services
is developing a full maintenance program, not only for buildings supplied by
Miller but any building, whether site built or modular.  These maintenance
projects, which include roof and fencing repair, have also been completed for
businesses outside the customary telecommunication industry, such as buildings
utilized by pipelines and power companies.  The major maintenance projects are
also complemented by a general maintenance program.  These programs allow a
customer to have routine maintenance and general preventive maintenance on
equipment performed by Construction Services while they concentrate on building
new sites and servicing their own customers needs.

Marketing

     Construction Services primarily markets its services to the cellular and
personal communications industry.  They contract directly with the end user of
the construction services being supplied.  Most of Construction Services sales
contacts come from existing telecommunications' customers and the group competes
for projects by providing a quotation developed from specifications supplied by
the potential customer.  Quality and speed are most often the prime
considerations of their customers.  This allows Construction Services to obtain
a better margin on their projects than is customarily obtainable in the general
marketplace.  The group has developed several close relationships with Telecom's
customers to supply site construction services.  

Competition

     Construction Services competes with national design-build firms which use
third-party subcontractors for the completion of turnkey service projects and
with various local contractors when bidding on specific portions of a site
project.  The relationships and contacts that both the Structures and Telecom
divisions have developed with customers, while supplying buildings, has provided
Construction Services with key contacts and competitive advantages. In addition,
support from Miller's corporate engineering department also provides 
Construction Services with in-house engineering specifications and state and 
local code requirements.              

                             General
        (Applicable to all of Miller's principal markets)

Backlog

     The backlog of orders by market at August 31, 1998 and 1997 was as follows:

                                                1998             1997
     
     Structures                              $5,877,000       $8,699,000
     Telecom                                  9,794,000        2,456,000
     Construction Services                      232,000          249,000

    During fiscal 1997, the Structures' backlog contained orders in excess of
production capacity, especially in the Elkhart, Indiana facility.  This led to
delays for several customers projects.  The backlog in fiscal 1998 was reduced
to more closely match production capacity and minimize these project delays. The
current backlog level should provide the basis to achieve forecasted production
levels through the second quarter of fiscal 1999; however, management believes
it is too early to determine whether this current business activity will extend
to the second half of fiscal 1999.  The backlog at United, which was acquired
January 1, 1998, was $4,333,000 and accounted for a significant portion of the
increase in Telecom's backlog.  The remainder of the increase in Telecom's
backlog is related  to a resurgence in order activity as the build-out of the
telecommunication infrastructure resumes.  Miller believes that the continued
build-out of the telecommunication infrastructure and the addition of United
should have a favorable impact on sales and production during Miller's 1999
fiscal year.

Regulation

    Customers of Miller's factory-built buildings, or Miller's subsidiaries if
they complete the on-site work, are generally required to obtain building
installation permits from applicable governmental agencies.  In certain cases,
however, conditional use permits may be obtained in lieu of building 
installation permits.  Conditional use permits usually are granted for a stated 
period and may be renewable.  Buildings completed by Miller's subsidiaries are 
manufactured and installed in accordance with applicable building codes set 
forth by the applicable state or local regulatory agencies.

    State building code regulations applicable to factory-built buildings vary
from state to state. Many states have adopted codes that apply to the design and
manufacture of factory-built buildings, such as those manufactured by Miller's
subsidiaries, even if the units are manufactured outside the state and delivered
to a site within that state's boundaries.  Generally, obtaining state approvals
is the responsibility of the manufacturer. Some states require certain customers
to be licensed in order to sell or lease factory-built buildings.  Additionally,
certain states require a contractor's license from customers for the 
construction of the foundation, building installation, and other on-site work 
when this work is completed by the customer.

    On occasion, Miller's subsidiaries have experienced regulatory delays in
obtaining the various required building plan approvals.  In addition to some of
its customers, Miller's subsidiaries actively seek assistance from various
regulatory agencies in order to facilitate the approval process and reduce the
regulatory delays.

Raw Materials

    Raw materials for products of Miller's subsidiaries are readily available
from multiple sources and the subsidiaries have not experienced any difficulty
in obtaining materials on a timely basis and in adequate quality and quantity. 
Miller's subsidiaries, in certain instances, have entered into national purchase
arrangements with various suppliers.  The benefit to Miller's subsidiaries of
these type of arrangements is often lower material costs and a higher level of
service and commitment.

Seasonality

    Historically, Miller's subsidiaries have experienced greater sales during
the first and fourth fiscal quarters with lesser sales during the second and
third fiscal quarters. This reflects the seasonality of sales for  products used
in various applications, including classrooms and other educational buildings,
and also the impact of weather on general construction related activities.  See
unaudited interim financial information contained in Note J of Notes to
Consolidated Financial Statements.

Employees

    As of August 31, 1998, Miller and its subsidiaries had approximately 520
employees of which approximately 400 were direct production employees.

Engineering and Design

    Miller's subsidiaries engage in extensive engineering and design work to
meet customers' requirements, as well as to prepare bid proposals for new
projects.  Engineering and design functions include structural, electrical, and
mechanical design and specifications work.

<PAGE>
ITEM 2.  PROPERTIES

    The principal office and production facilities of Miller and its
subsidiaries consist of the following:
    
                   Approximate Square Footage

Location           Total     Production     Office     Owned or Leased

Elkhart, IN       132,300     112,100       20,200      Owned (1)

Burlington, KS    155,000     150,000        5,000      Capitalized Lease

Binghamton, NY     55,900      52,400        3,500      Leased (3)

Leola, PA         113,100     103,400        9,700      Owned 

Sioux Falls, SD    36,100      34,200        1,900      Leased (2)

Bennington, VT     28,900      27,000        1,900      Owned
________________  _______     _______       ______
Total approximate
square footage    521,300     479,100       42,200

(1)      Structures and Telecom administrative, sales, engineering and
         manufacturing facility.  The Executive offices of Miller are also at 
         this location.

(2)      Leased until April 15, 2000 with a three-year renewal option.  

(3)      Leased until December 31, 2002 with a five-year renewal option and an
         option to purchase the facility after February 28, 2000.

ITEM 3.  LEGAL PROCEEDINGS

         Neither Miller or its operating subsidiaries are subject to any 
material pending litigation other than ordinary routine litigation incidental to
the business.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not applicable.

EXECUTIVE OFFICERS

         Steven F. Graver (age 46) has been a Director of Miller since April 
1991 and was elected Chairman of the Board of Directors on August 11, 1994. 
Effective July 1, 1995, Graver, Bokhof & Goodwin ("GraverBokhof") became Graver,
Bokhof, Goodwin & Sullivan ("GBGS").  GBGS is a subsidiary of the Optimum Group 
which has over $800 million in assets under management.  Mr. Graver is President
and Chief Portfolio Manager of the Optimum Group.  In July 1991, GraverReich & 
Company ("GraverReich"), merged with GraverBokhof, an investment management 
firm, and Mr. Graver became a General Partner of GraverBokhof.  From December 
1986 until July 1991, Mr. Graver was the President and Chief Executive Officer, 
and Executive Vice President from February 1981 until November 1986, of 
GraverReich.
         
         Edward C. Craig (age 63) became the Chief Executive Officer of Miller 
and Vice Chairman of the Board of Directors of Miller effective on July 3, 1994.
Mr. Craig was elected President of Miller on August 11, 1994.  From July 1991 
until April 1994, Mr. Craig was President and Chief Executive Officer of IBG, a 
modular housing company.  From April 1986 to July 1991, Mr. Craig was President 
of Ryland Building Systems, a division of Ryland Homes, Inc.  Mr. Craig is a 
Director of Regional Building Systems.

         Thomas J. Martini (age 50) became the Vice President of Finance of 
Miller in July 1994.  Mr. Martini was elected Secretary and Treasurer of Miller 
on April 28, 1992 and has been the Chief Financial Officer of Miller since 
February 1991. 

                             PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

         Miller's Common Stock is quoted on the National Association of 
Securities Dealers' Automated Quotation (NASDAQ) system under the ticker symbol 
"MBSI."  The following table sets forth the quarterly range of high and low 
quotations for these securities as reported on the NASDAQ National Market System
for the two most recent fiscal years.

                               Fiscal 1998          Fiscal 1997   
                               High     Low         High    Low

         1st Quarter          10 1/16  5 1/2       6 5/8   5 1/2
         2nd Quarter           9 3/4   8 1/4       8 3/4   5 3/8
         3rd Quarter          10 3/4   9           9 3/8   6 1/4
         4th Quarter          10 3/4   9 5/8       8       6 1/4

         As of August 28, 1998, Miller estimates there were approximately 1,300
stockholders of Miller's Common Stock.  Of this total, approximately 130 were
stockholders of record and shares for approximately 1,170 stockholders were held
in street name.  Harris Trust & Savings Bank, Chicago, is Miller's Transfer 
Agent and Registrar.

         Miller did not pay cash dividends on its Common Stock from fiscal 1994,
through fiscal 1998 as the Board of Directors ceased the payment of dividends in
the third fiscal quarter of 1993.   Miller does not intend to pay cash dividends
in the foreseeable future.

ITEM 6.  SELECTED FINANCIAL DATA

         The following selected consolidated financial data should be read in
conjunction with the Consolidated Financial Statements and the notes thereto
included elsewhere herein.
                                              Years Ended                     
                          June 27,   June 28,  June 29,    July 1,     July 2,
                            1998       1997      1996       1995        1994  
(In thousands, 
   except per share data)

Net sales                 $54,700    $46,287    $37,858    $41,455    $38,569 
Net income                  2,140      1,574        486        320        312
Earnings per common share:
  Basic                       .65        .50        .16        .10        .10
  Diluted                     .62        .47        .16        .10        .10

Total assets               30,230     19,768     16,920     16,522     15,308
Long-term debt, less 
 current maturities         6,094      1,357      1,270      1,385        110

(A)      Net sales (in thousands) for fiscal year 1998 include $7,523 for 
United,  which was acquired January 1, 1998 (see Note B of Notes to Consolidated
Financial Statements).  Net sales (in thousands) for fiscal years ended
1997, 1996, 1995, and 1994  include $1,636; $5,787; $6,414 and $7,440,
respectively, of Miller's California subsidiary which was sold on October
21, 1996.  Net sales (in thousands) for fiscal 1997 include $2,139 for the
new Kansas facility which commenced operations in January 1997.

(B)      Miller's operating results for fiscal years 1996, 1995, and 1994 were
         adversely impacted by nonrecurring items (in thousands) of $358, $361, 
         and $159, respectively.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

Fiscal 1998 Compared to Fiscal 1997

         Net sales increased $8.4 million or approximately 18% in fiscal 1998 
from the corresponding period in fiscal 1997.  Structures reported a $.3 
million, or approximately a 1% decrease in net sales during fiscal 1998.  The 
decrease in net sales was primarily the result of lower sales in the Eastern 
markets which were bolstered last year by several large contracts, and the 
decline in sales related to the California plant which was closed after the 
first quarter of fiscal 1997.  The California operation had net sales of $1.6 
million in fiscal 1997.  Telecom's net sales increased $7.7 million, or nearly 
57% during fiscal 1998.  Nearly all of the net sales gain in Telecom related to 
sales from United which was acquired January 1, 1998.  Net sales for United for 
the six months ended June 27, 1998 were $7.5 million.  During fiscal 1998, 
Telecom's business was soft as the telecommunications industry slowed their 
shelter orders.  The industry concentrated on generating revenue by placing 
existing infrastructure in service.  These factors led to the small increase in 
Telecom sales, excluding United for fiscal 1998.  Miller believes that this 
trend has reversed and expects the previous growth rates in the 
telecommunication shelter market to return.

         Miller's gross profit during the 1998 fiscal year approximated 19% of 
net sales and was virtually unchanged from fiscal 1997.  During fiscal 1998, 
improved margins from United's lightweight, rooftop telecommunications shelters,
offset a decline in Structures' gross profit related to the decline in higher 
margin custom projects.  The gross profit from Telecom's concrete shelter 
business remained relatively unchanged from fiscal 1997.

         Selling, general and administrative expenses increased $.3 million in
fiscal 1998.  These expenses were 12% of net sales in fiscal 1998 compared to 
14% of net sales in fiscal 1997.  The increase in administrative expense was
primarily the result of the addition of administrative expense at United.  The
increased administrative expenses at United were partially offset by lower
administrative expenses at the closed California operation and lower 
performance-based compensation.

         The increase in interest expense in fiscal 1998 compared to fiscal 1997
of $134,771 was primarily the result of higher interest rates and higher debt
outstanding on the revolving line of credit.  The Company funded the 
construction of the Pennsylvania plant and the acquisition of United through its
line of credit until permanent long-term financing was put in place.

         During fiscal 1998, Miller recorded an income tax provision of 
$1,306,000 or 38% of pre-tax profit compared to an income tax provision of 
$1,006,000 or 39% of pre-tax profit in fiscal 1997.  The effective tax rate 
varies from year to year depending on the levels of income in states where 
Miller is subject to state income tax.

Fiscal 1997 Compared to Fiscal 1996

         Net sales increased $8.4 million or approximately 22% in fiscal 1997 
from the corresponding period in fiscal 1996.  Structures reported a $5.1 
million, or approximately a 19% increase in net sales during fiscal 1997.  The 
increase in net sales was achieved despite the decline in sales related to the
California operation which was sold at the end of the first quarter of fiscal 
1997.  The Eastern and Midwest Structures' plants benefited from several large 
contracts which kept the plants busy during the traditionally slow winter months
and at nearly full capacity during the fourth quarter.  In addition, Structures 
expanded its customer base to provide greater access to the construction 
markets.  The sold Structures' operation in California had net sales of $1.6 
million in fiscal 1997 and $5.8 million in fiscal 1996.  Telecom's net sales 
increased $3.3 million, or nearly 30% during fiscal 1997.  Telecom continued to 
gain market share in fiscal 1997 and was a competitive force in the 
telecommunications shelter industry.  The Kansas facility, which began 
operations in January 1997, produced both Structures and Telecom product lines. 
Net sales for the Structures' products was $.4 million and was $1.7 million for 
Telecom's products.

         Miller's gross profit during the 1997 fiscal year approximated 19% of 
net sales compared to approximately 18% of net sales in fiscal 1996.  During 
fiscal 1997, net sales from Telecom were nearly a third of Miller's total net 
sales.  The increased sales volume in the Structures' plants, which consisted 
primarily of higher margin custom projects, accounted for the improved gross 
profit.

         Selling, general and administrative expenses increased $.7 million in
fiscal 1997.  These expenses were 14% of net sales in fiscal 1997 compared to 
15% of net sales in fiscal 1996.  The increase in administrative expense was
primarily the result of additional headcount, performance based compensation and
start-up expenses at the Kansas plant.

         The increase in interest expense in fiscal 1997 compared to fiscal 1996
of $23,140 was primarily the result of higher interest rates, higher debt
outstanding on the revolving line of credit, and the capital lease obligation 
for the Kansas facility.

         During fiscal 1997, Miller recorded an income tax provision of 
$1,006,000 or 39% of pre-tax profit compared to an income tax provision of 
$334,000 or 41% of pre-tax profit in fiscal 1996.  The decrease in the effective
tax rate for fiscal 1997 was attributable to a lower effective tax rate for 
state income taxes.  The effective tax rate varies from year to year depending 
on the levels of income in states where Miller is subject to state income tax.

Liquidity and Capital Resources

         Miller's working capital as of June 27, 1998 was $8,610,205 compared to
$6,987,990 as of June 28, 1997.  The working capital ratio as of June 27, 1998
and June 28, 1997 was 1.9 and 2.1 to 1, respectively.

         For the fiscal year ended June 27, 1998, Miller's operating activities
provided net cash of $510,307.  Increases in cash from operating activities
consisted primarily of net income, depreciation and amortization, the provision
for deferred income taxes and decreases in receivables.  These increases were
offset by the $1.3 million increase in inventories, the $948,000 decrease in
accrued income taxes and the $1.49 million decrease in accrued expenses and
other.  Miller's investing activities used net cash of $6,392,620.  The
acquisition of United utilized $2.7 million and $3.0 million was used for 
capital expenditures, principally the Pennsylvania plant addition.  In addition,
$1.1 million in unexpended industrial revenue bond proceeds were partially 
offset by $458,000 from the sale of property.  Miller's financing activities 
provided net cash of $5,904,816.  Increases in financing cash flows of $5.5 
million from long-term debt, the $580,000 net increase on the line of credit and
$501,000 in proceeds from the exercise of stock options were partially offset by
$301,000 of payments on long-term debt and $382,000 cash expended for the 
purchase of treasury stock.  The net increase in cash and cash equivalents for 
the fiscal year ended June 27, 1998 was $22,503 which resulted in cash and cash 
equivalents at the end of the year of $111,620.
         
         An unsecured revolving credit agreement with a bank makes available
advances up to $5,000,000 through November 30, 1998.  Miller expects to renew
this credit facility.  There was $3,550,000 outstanding on the revolving credit
line at June 27, 1998 and $1,870,000 at June 27, 1998.  

         Miller believes it has adequate resources available to fund the
continuation of its internal growth during the coming fiscal year.  The 
unsecured revolving credit line assures that resources will be available for 
future growth.

Impact of Inflation

         Inflation has not had an identifiable effect on Miller's operating 
margins during the last three fiscal years.  Product selling prices are quoted 
reflecting current material prices and other related costs and expenses.  
Accordingly, any impact of inflation is reflected in the product selling prices.

Accounting and Regulatory Developments

         In June 1997, FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information", which Miller will be required to adopt 
in its fiscal 1999 year-end financial statements.  SFAS No. 131 specifies 
revised guidelines for determining operating segments and the type and level of
information to be disclosed.  Miller has not yet determined what changes in its
disclosures, if any, will be required by SFAS No. 131.

Year 2000 Compliance

         Miller is currently in the process of identifying, evaluating, and
implementing changes to computer programs necessary to address the year 2000
issue.  This issue affects computer systems that have date-sensitive programs
that may not properly recognize the year 2000.  Systems that do not properly
recognize such information could generate erroneous data or cause a system to
fail, resulting in business interruption.  Miller does not believe the cost of
converting all internal systems to be year 2000 compliant will be material to 
its consolidated financial condition or results of operations.  Costs related to
the year 2000 issue are being expensed as incurred.  The year 2000 issue is 
expected to affect the systems of various entities with which Miller interacts, 
including customers and vendors.  There can be no assurance that the systems of 
other companies on which Miller's systems rely will be timely converted, or that
a failure by another company's systems to be year 2000 compliant would not have 
a material adverse effect on Miller.  Based on information currently available,
management believes its systems will be year 2000 compliant.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The information required by Item 8 of Part II is incorporated herein by
reference to the Consolidated Financial Statements filed with this report; see
Item 14 of Part IV.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         Not applicable.
<PAGE>
                             PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         (a)  Identification of Directors

         Information with respect to the Directors of Miller is set forth in the
Election of Directors section of the Proxy Statement to be filed pursuant to
Regulation 14A and is incorporated herein by reference.  

         (b)  Executive Officers
         
         Information regarding the Executive Officers of Miller is set forth in 
Part I of this Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

         The information required by this Item is set forth in the Compensation
of Executive Officers section of the Proxy Statement to be filed pursuant to
Regulation 14A and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The information required by this Item is set forth in the Ownership of
Miller Building Systems, Inc. Common Stock section of the Proxy Statement to be
filed pursuant to Regulation 14A and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information required by this Item is set forth in the Certain
Relationships and Related Transactions section of the Proxy Statement to be 
filed pursuant to Regulation 14A and is incorporated herein by reference.

                             PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a) (1)  Consolidated Financial Statements of Miller Building Systems,
                 Inc. and Subsidiaries

         Report of Independent Accountants . . . . . . . . . . . . . . . . .F-1

         Consolidated Balance Sheets as of June 27, 1998 and June 28, 1997 .F-2

         Consolidated Statements of Income for the years ended 
         June 27, 1998, June 28, 1997 and June 29, 1996  . . . . . . . . . .F-3

         Consolidated Statements of Stockholders' Equity for the years
         ended June 27, 1998, June 28, 1997 and June 29, 1996  . . . . . . .F-4

         Consolidated Statements of Cash Flows for the years ended 
         June 27, 1998, June 28, 1997 and June 29, 1996  . . . . . . . . . .F-5

         Notes to Consolidated Financial Statements  . . . . . . . . . . . .F-6

    (2)  Financial Statement Schedule

         II - Valuation and Qualifying Accounts  . . . . . . . . . . . . . .F-17

All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.

    (3)  See Index to Exhibits

(b)      Reports on Form 8-K filed:

              The following reports on Form 8-K were filed during the three 
              months ended June 27, 1998:

                   April 14, 1998, amendment to Item 7, Financial Statements and
                   Exhibits of its Current Report on Form 8-K/A-1, 
                   dated February 27, 1998.

                   May 28, 1998, amendment to Item 7, Financial Statements and
                   Exhibits of its Current Report on Form 8-K/A-1, dated 
                   February 27,1998 and as last amended by Form 8-K/A-2, dated 
                   April 14, 1998.

<PAGE>
                            SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

                                  MILLER BUILDING SYSTEMS, INC.


September 16, 1998                \Edward C. Craig             
                                  Edward C. Craig
                                  President and Chief
                                  Executive Officer
                                  (Principal Executive Officer)

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

Signature                         Title                    Date


\Edward C. Craig             President, Chief         September 16, 1998
Edward C. Craig              Executive Officer
                             and Director
                             (Principal Executive
                             Officer)

\Thomas J. Martini           Secretary and            September 16, 1998
Thomas J. Martini            Treasurer (Principal
                             Financial and
                             Accounting Officer)


\David E. Downen             Director                 September 16, 1998
David E. Downen


\Steven F. Graver            Director                 September 16, 1998
Steven F. Graver


\William P. Hall             Director                 September 16, 1998
William P. Hall


\Kenneth H. Granat           Director                 September 16, 1998
Kenneth H. Granat


                             Director                 September 16, 1998
Myron C. Noble


\David H. Padden             Director                 September 16, 1998
David H. Padden

\Jeffrey C. Rubenstein       Director                 September 16, 1998
Jeffrey C. Rubenstein   



                                 


                REPORT OF INDEPENDENT ACCOUNTANTS






To the Stockholders and Board of Directors of
 Miller Building Systems, Inc.:

In our opinion, the consolidated financial statements listed in the accompanying
index appearing under Item 14(a)(1) of Form 10-K present fairly, in all material
respects, the financial position of Miller Building Systems, Inc. and its
subsidiaries at June 27, 1998 and June 28, 1997, and the results of their
operations and their cash flows for each of the three fiscal years in the period
ended June 27, 1998, in conformity with generally accepted accounting 
principles.  In addition, in our opinion, the financial statement schedule 
listed in the accompanying index appearing under Item 14(a)(2) presents fairly, 
in all material respects, the information set forth therein when read in 
conjunction with the related consolidated financial statements.  These financial
statements and financial statement schedule are the responsibility of the 
Company's management; our responsibility is to express an opinion on these 
financial statements and financial statement schedule based on our audits.  We 
conducted our audits of these statements in accordance with generally accepted 
auditing standards which require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the 
accounting principles used and significant estimates made by management, and 
evaluating the overall financial statement presentation.  We believe that our 
audits provide a reasonable basis for the opinion expressed above.




                                          PricewaterhouseCoopers LLP



South Bend, Indiana
July 31, 1998
                                






               MILLER BUILDING SYSTEMS, INC. AND SUBSIDIARIES

                        CONSOLIDATED BALANCE SHEETS
                                        




                                                     June 27,     June 28,
                                                       1998         1997  

                                   ASSETS

CURRENT ASSETS
  Cash and cash equivalents                        $   111,620  $    89,117
  Receivables, less allowance for doubtful
    receivables of $50,000 in 1998 and 
    $48,000 in 1997                                 11,126,444    8,450,479
  Refundable income taxes                               20,000         -
  Inventories                                        6,140,647    3,712,664
  Deferred income taxes                                230,000      341,000
  Property held for sale                                  -         412,106
  Other current assets                                 204,107       66,713

      TOTAL CURRENT ASSETS                          17,832,818   13,072,079





PROPERTY, PLANT AND EQUIPMENT
  Land                                              1,106,156       598,237
  Buildings and leasehold improvements               7,962,454    5,918,922
  Machinery and equipment                            5,084,595    4,382,960
                                                    14,153,205   10,900,119
    Less, Accumulated depreciation
      and amortization                               5,141,452    4,308,543

      PROPERTY, PLANT AND EQUIPMENT, NET             9,011,753    6,591,576


Unexpended industrial revenue bond proceeds          1,115,854         -

Excess acquisition costs over fair value of acquired
  net assets, net of accumulated amortization of
  $63,446 in 1998 and $26,870 in 1997                2,058,409       17,055

Other assets                                           210,754       87,507


      TOTAL ASSETS                                 $30,229,588  $19,768,217



     The accompanying notes are a part of the consolidated financial statements.
      



                              
                                                     June 27,     June 28,
                                                       1998         1997  

                    LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Short-term borrowings                            $ 3,550,000  $ 1,870,000  
  Current maturities of long-term debt                 762,900      207,971
  Accounts payable                                   3,246,373    1,478,675
  Accrued income taxes                                  17,469      965,464
  Accrued expenses and other                         1,645,871    1,561,979

      TOTAL CURRENT LIABILITIES                      9,222,613    6,084,089

Long-term debt, less current maturities              6,094,389    1,357,374

Deferred income taxes                                  316,000      133,000

Other                                                   15,276       16,601

      TOTAL LIABILITIES                             15,648,278    7,591,064


COMMITMENTS AND CONTINGENCIES - Note I


STOCKHOLDERS' EQUITY 
  Preferred stock, $1.00 par value
    50,000 shares authorized, none issued                 -            -     
  Common stock, $.01 par value, 7,500,000 shares
    authorized, 4,023,548 shares issued                 40,235       40,235
  Additional paid-in capital                        11,600,191   11,454,903
  Retained earnings                                  5,770,243    3,596,049
                                                    17,410,669   15,091,187

    Less, Treasury stock, at cost                    2,829,359    2,914,034


      TOTAL STOCKHOLDERS' EQUITY                    14,581,310   12,177,153

      TOTAL LIABILITIES AND
        STOCKHOLDERS' EQUITY                       $30,229,588  $19,768,217






      
                   (This page intentionally left blank.)






               MILLER BUILDING SYSTEMS, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF INCOME
                                        



                                                   Years Ended               
                                      June 27,        June 28,         June 29,
                                        1998            1997             1996  

NET SALES                           $54,699,660     $46,286,770     $37,857,968

Costs and expenses:
 Cost of products sold               44,434,537      37,323,073      31,002,433
 Selling, general and
    administrative                    6,568,481       6,286,184       5,558,322
 Provision for doubtful receivables      54,881          51,293           1,287
 Gain on sale of property
      and equipment                     (63,628)         (3,667)        (12,323)
  Interest expense                      290,056         155,285         132,145
  Interest income                       (30,719)       (105,226)         (1,699)
  Nonrecurring items                       -               -            358,180

      INCOME BEFORE
          INCOME TAXES                3,446,052       2,579,828         819,623

Income taxes                          1,306,000       1,006,000         334,000

       NET INCOME                   $ 2,140,052     $ 1,573,828     $   485,623



Earnings per share of common stock:
    Basic                                $  .65          $  .50          $  .16 
    Diluted                              $  .62          $  .47          $  .16


Shares used in the computation of
  earnings per share:
    Basic                             3,268,344       3,157,706       3,100,963
    Diluted                           3,474,706       3,316,132       3,121,205
 


The accompanying notes are a part of the consolidated financial statements.

                            F-3



               MILLER BUILDING SYSTEMS, INC. AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                         
<TABLE>

<CAPTION>
                                                                         
                                                                Additional                                        Total
                                         Common Stock         Paid-In      Retained       Treasury Stock       Stockholders'
                                      Shares       Amount     Capital      Earnings     Shares      Amount         Equity
<S>                                  <C>          <C>       <C>           <C>          <C>       <C>    
BALANCE, JULY 2, 1995                4,023,548    $40,235   $11,454,903   $1,563,201   922,585   $(3,139,374)   $ 9,918,965

  Net income                              -          -            -          485,623      -             -           485,623

BALANCE, JUNE 29, 1996               4,023,548     40,235    11,454,903    2,048,824   922,585    (3,139,374)    10,404,588
  
  Treasury stock acquired                 -          -            -             -       45,730      (351,063)      (351,063)
  Exercise of stock options using
     treasury stock                       -          -            -          (26,603) (162,200)      576,403        549,800

  Net income                              -          -            -        1,573,828      -             -         1,573,828

BALANCE, JUNE 28, 1997               4,023,548     40,235    11,454,903    3,596,049   806,115    (2,914,034)    12,177,153

  Treasury stock acquired                 -          -            -             -       39,312      (381,967)      (381,967)

  Exercise of stock options using 
    treasury stock                        -          -            -           34,142  (125,100)      466,642        500,784

  Tax benefit arising from exercise 
     of stock options                     -          -           145,288        -         -             -           145,288

  Net income                              -          -            -        2,140,052      -             -         2,140,052 

BALANCE, JUNE 27, 1998               4,023,548    $40,235    $11,600,191  $5,770,243   720,327   $(2,829,359)   $14,581,310
</TABLE>

      
     The accompanying notes are a part of the consolidated financial statements.
      
                                     F-4



                                      

            <PAGE>
MILLER BUILDING SYSTEMS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           
                                                         Years Ended            
                                             June 27,     June 28,     June 29,
                                               1998         1997         1996  
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                              $ 2,140,052  $ 1,573,828  $   485,623
  Adjustments to reconcile net income to
    net cash provided by (used in)
    operating activities:
     Depreciation and amortization of
     plant and equipment                      769,186      636,287      632,277
     Amortization of intangible assets 
         and deferred bond issuance costs      51,983       10,293       10,582
     Deferred income taxes                    294,000      (92,000)      70,000
     Nonrecurring items                          -            -         358,180
     Other                                    (24,040)      (6,612)     (12,323)
    Changes in certain assets and
    liabilities, net of effect of
    acquisition and disposition of
    businesses:
       Receivables                            831,920   (2,591,757)    (789,120)
       Refundable income taxes                (20,000)     241,158     (241,158)
       Inventories                         (1,258,521)    (991,266)      (7,381)
       Other current assets                  (137,394)      11,550       43,665
       Accounts payable                       299,813     (431,901)     216,938
       Accrued income taxes                  (947,995)     886,026      (10,389)
       Accrued expenses and other          (1,488,697)     507,784     (378,701)

        Net cash provided by (used in)
           operating activities               510,307     (246,610)     378,193

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of property                
    and equipment                             457,700        7,250       28,998
  Purchase of property, plant
    and equipment                          (3,023,732)  (1,123,324)    (395,526)
  Acquisition of business, net
    of $294,576 cash acquired              (2,710,734)        -            -
  Proceeds from sale of subsidiary               -       1,516,390         -
  Unexpended industrial revenue 
    bond proceeds                          (1,115,854)        -          76,729

        Net cash provided by (used in)
          investing activities             (6,392,620)     400,316     (289,799)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from short-term borrowings      26,860,000   14,695,000   10,440,000
  Reduction of short-term borrowings      (26,280,000) (14,325,000) (10,490,000)
  Proceeds from long-term debt              5,500,000         -            -  
  Payments of long-term debt                 (300,635)    (798,655)    (224,925)
  Bond issuance costs                        (138,654)        -            -
  Purchase of treasury stock                 (381,967)    (351,063)        -
  Proceeds from exercise of stock
    options                                   500,784      549,800         -   
  Tax benefit from stock options
    exercised                                 145,288         -            -   

        Net cash provided by (used in)
          financing activities              5,904,816     (229,918)    (274,925)

Increase (decrease) in cash and 
  cash equivalents                             22,503      (76,212)    (186,531)

CASH AND CASH EQUIVALENTS
  Beginning of year                            89,117      165,329      351,860
  End of year                             $   111,620  $    89,117  $   165,329

SUPPLEMENTAL DISCLOSURES OF CASH
 FLOW INFORMATION:
  Cash paid during the year for:
    Interest, net of capitalized
      interest in 1998                    $   198,435  $   151,783  $   127,246
    Income taxes (net of refunds)           1,839,254      (29,184)     515,547 

NONCASH INVESTING AND FINANCING
 ACTIVITIES:
  Acquisition of United 
   Structures, Inc.:
    Liabilities assumed                     4,108,000         -            -
    Unpaid cash portion of
      purchase price                          125,000         -            -
  Building capitalized under capital
    lease and related capital
    lease obligation                             -         979,000         -

   The accompanying notes are a part of the consolidated financial statements.

                            F-5



Note A:   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

      Miller Building Systems, Inc. ("Miller") is the parent of Miller Building
      Systems of Indiana, Inc., Miller Building Systems of Pennsylvania, Inc., 
      Miller Building Systems of Kansas, Inc., United Structures, Inc., and
      Miller Construction Services, Inc.  All operations of Miller are
      conducted through its five wholly owned subsidiaries which design,
      manufacture, market and service factory-built buildings.  Miller has two
      product lines, Structures and Telecom.  The factory-built buildings
      produced by Structures are modular and mobile buildings, which are
      generally movable and relocatable, and designed to meet the specialized
      needs of a wide variety of users.  Structures' products are sold to
      independent customers who, in turn, sell or lease to the end users.  The
      Structures division has manufacturing facilities in Elkhart, Indiana;
      Burlington, Kansas; Leola, Pennsylvania; Sioux Falls, South Dakota and
      Bennington, Vermont.  The Telecom division manufactures specialized
      buildings, which utilize modular construction techniques and pre-cast
      concrete technology, and are designed principally for customers in the
      telecommunications industry.  Telecom's products are sold directly to the
      end user.  Telecom has manufacturing facilities in Elkhart, Indiana;
      Burlington, Kansas; Leola, Pennsylvania and Binghamton, New York. 
      Miller's Structures and Telecom products are sold throughout the United
      States.  Miller Construction Services, Inc. provides complete turnkey
      services from site preparation through setting and installation.
      
      The following is a summary of the significant accounting policies used
      in the preparation of the accompanying consolidated financial statements.
      
      Fiscal Year - Miller's fiscal year is a 52 or 53 week period ending on
      the Saturday closest to June 30.
      
      Principles of Consolidation - The consolidated financial statements
      include the accounts of Miller Building Systems, Inc. and its  wholly
      owned subsidiaries.
      
      Use of Estimates in the Preparation of Financial Statements - The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities
      and disclosure of contingent assets and liabilities at the date of the
      financial statements, and the reported amounts of revenues and expenses
      during the reporting period.  Actual results could differ from those
      estimates.
      
      Revenue Recognition and Concentration of Credit Risk - Miller recognizes
      revenues from the sales of its products upon the completion of
      manufacturing and the transfer of title.  One customer individually
      accounted for 13% of net sales in fiscal 1998 and fiscal 1996, a
      different customer accounted for 15% of net sales in fiscal 1997.  At
      June 27, 1998, 20% of receivables is concentrated with Miller's largest
      customer and at June 28, 1997, 41% of receivables was concentrated with
      Miller's largest customer.

      
                            F-6


Note A:   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued.

      Cash and Cash Equivalents - Miller considers all highly liquid
      investments purchased with an original maturity of three months or less
      to be cash equivalents.
      
      Inventories - Inventories are stated at the lower of cost or market, with
      cost determined under the first-in, first-out method.
      
      Property, Plant and Equipment - Property, plant and equipment are carried
      at cost less accumulated depreciation and amortization.  Depreciation and
      amortization of plant and equipment are computed using the straight-line
      method over the estimated useful lives of the assets.  Costs of purchased
      software and, under certain conditions, internal software development
      costs are capitalized and are amortized using the straight-line method
      over sixty months.  As of June 27, 1998 and June 28, 1997, capitalized
      software costs, included with machinery and equipment, (and the related
      accumulated amortization) aggregated $265,587 ($148,766), and $256,953
      ($93,644), respectively.  Interest is capitalized in connection with the
      construction of major facilities.  The capitalized interest is recorded
      as part of the asset to which it relates and is amortized over the
      asset's estimated useful life.  Capitalized interest costs were $63,933
      during the year ended June 27, 1998.  No interest was capitalized in
      fiscal years 1997 and 1996.
      
      Excess Acquisition Costs over Fair Value of Acquired Net Assets - Excess
      acquisition costs over fair value of acquired net assets (goodwill) are
      amortized using the straight-line method over periods ranging from 20 to
      30 years.  The carrying value of goodwill is periodically reviewed by
      Miller based on the expected future undiscounted operating cash flows of
      the related business unit.  
      
      Bond Issuance Costs - Bond issuance costs aggregating $259,090, which
      related to issuance of the industrial revenue bonds, are being amortized
      using the straight-line method over the terms of the bonds.
      
      Income Taxes - Deferred income taxes are determined using the liability
      method.
      
      Employee Benefit Plan - Miller maintains a simplified 401(k) savings plan
      (the "Plan") for eligible participating employees of Miller.  The Plan
      is a defined contribution plan under which employees may voluntarily
      contribute a percentage of their compensation.  The Plan allows Miller
      to make discretionary matching contributions before the end of the Plan's
      calendar year-end.  During the years ended June 27, 1998, June 28, 1997
      and June 29, 1996, Miller expensed $68,908, $77,546 and $22,560
      respectively, under this Plan.  
      
      Earnings Per Share - Miller has adopted Statement of Financial Accounting
      Standards ("SFAS") No. 128, "Earnings per Share."  Under SFAS No. 128,
      "primary" earnings per share was replaced by "basic" earnings per share. 
      Basic earnings per share is computed by dividing net income by the
      weighted average number of shares of common stock outstanding during the 
      
Note A:   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued.

      period.  Diluted earnings per share is computed by dividing net income
      by the weighted average number of shares of common stock outstanding plus
      the effect of potential dilutive common shares outstanding during the
      reporting period.  Earnings per share amounts for prior periods have been
      restated to conform with the provisions of SFAS No. 128.  Shares used in
      the computation of basic and diluted earnings per share ("EPS") are as
      follows:
                                              1998        1997        1996
      
      Weighted average number of common
         shares (used for basic EPS)        3,268,344   3,157,706   3,100,963
      
      Effect of dilutive securities:
         Stock options                        138,022     158,426      20,242
         Contingently issuable
            shares (see Note B)                68,340        -           -   
      
      Shares used for diluted EPS           3,474,706   3,316,132   3,121,205
      
      Fair Value of Financial Instruments - The carrying amounts of cash and
      cash equivalents, receivables, short-term borrowings and accounts payable
      approximated their fair value as of June 27, 1998 and June 28, 1997
      because of the relatively short maturities of these instruments.  The
      carrying amount of long-term debt, including current maturities,
      approximated fair value as of June 27, 1998 and June 28, 1997 based upon
      terms and conditions currently available to Miller in comparison to the
      terms and conditions of the outstanding long-term debt.
      
Note B:   ACQUISITION OF NEW YORK OPERATION

      Effective January 1, 1998, Miller acquired all of the issued and
      outstanding shares of common stock of United Structures, Inc. ("United"),
      a New York corporation.  United is engaged in the business of designing,
      manufacturing and marketing factory-built structures primarily for the
      telecommunications industry.  The purchase price (the "minimum purchase
      price"), including direct acquisition costs, consisted of cash of $3.1
      million and assumed liabilities of $4.1 million.  The excess of the
      minimum purchase price over the fair value of acquired tangible assets
      aggregated $2.1 million and was allocated to goodwill to be amortized on
      a straight-line basis over 30 years.  In addition to the minimum purchase
      price, Miller agreed to pay the seller a contingent purchase price
      ("contingent purchase price"), which is payable in shares of Miller's
      common stock, based on United's earnings for the six-month period ended
      June 27, 1998.  United's earnings for the six-month period ended June 27,
      1998 exceeded the targeted amount and, accordingly, Miller will pay the
      maximum additional contingent purchase price of $2,250,000 (227,082
      shares of Miller's common stock).  The contingent purchase price is
      payable September 1, 1998 at which time such contingent purchase price
      will be recorded as goodwill.  The acquisition of United was accounted
      for using the purchase  method and United's operating results have been
      included in Miller's consolidated financial statements since the 
      
Note B:   ACQUISITION OF NEW YORK OPERATION, Continued.

      acquisition date of January 1, 1998.  The following unaudited pro forma
      financial information for the years ended June 27, 1998 and June 28, 1997
      were developed assuming United had been acquired at the beginning of each
      of the respective fiscal years.  The unaudited pro forma earnings per
      share (basic and diluted) reflect the issuance of 227,082 additional
      shares which are issuable as contingent purchase price, as though these
      shares were issued and outstanding during each of the periods presented.
      
                                                     Years Ended          
                                           June 27, 1998    June 28, 1997    
            
      Net sales                             $61,547,000      $52,882,000
      
      Net income                              2,493,000        1,733,000
      
      Earnings per share:
        Basic                                       .71              .51
        Diluted                                     .69              .49
      
      The unaudited pro forma financial information is not necessarily
      indicative of what actually would have occurred if the acquisition had
      been completed as of the beginning of each of the respective fiscal
      periods presented, nor is it indicative of future operating results.
      
Note C:   INVENTORIES.

      Inventories consist of the following:
                                               June 27,          June 28, 
                                                 1998              1997  
      
      Raw materials                           $4,604,615        $3,133,958
      Work in process                          1,215,552           578,706
      Finished goods                             320,480              -   
      
         Total                                $6,140,647        $3,712,664
      
Note D:   DEBT.

     Short-term borrowings
     
     Miller maintains an unsecured revolving line of credit with a bank.  The
     loan agreement makes available up to $5 million through November 30, 1998.
     As of June 27, 1998 and June 28, 1997, outstanding borrowings under the
     loan agreement aggregated $3,550,000 and $1,870,000, respectively.
     Interest is payable monthly at prime or a margin over the London Interbank
     Offering Rate ("LIBOR"), depending on the pricing option selected by
     Miller.  At June 27, 1998 and June 28, 1997, the weighted average interest
     rate on outstanding borrowings was 7.47% and 8.34%, respectively.   The
     loan agreement contains, among other provisions, certain covenants
     including:  maintenance of a required current ratio, tangible net worth
     and liabilities to tangible net worth ratio.
     
     
     
Note D:   DEBT, Continued.

      Long-term debt
      
      Long-term debt consists of the following:          June 27,    June 28, 
                                                           1998        1997  
      
      Bank term note, payable in monthly installments  $2,500,000  $     -   
        of $50,000 including interest at a variable
        rate, as determined by prime or a margin over
        the LIBOR offering rate (6.94% at June 27, 
        1998), final maturity in June 2003, unsecured                
      
      Industrial revenue bond, variable rate (3.70%
        at June 27, 1998), principal payable in annual
        installments of $200,000 through June 2004
        and $300,000 thereafter until final maturity
        in June 2010                                  3,000,000         -   
       
      Industrial revenue bond, variable rate
        (3.70% at June 27, 1998), principal 
        payable in annual installments of 
        $115,000 with an installment of $120,000 
        at final maturity in November 2007           1,155,000     1,270,000
      
      Capitalized lease, interest imputed at
        5.63%, payable monthly through 
        December 2006                                  202,289       295,345
      
              Total                                  6,857,289     1,565,345
               
                 Less, Current maturities              762,900       207,971
              
              Long-term debt                        $6,094,389    $1,357,374
      
      On August 12, 1996, Miller entered into a ten-year lease agreement with
      the Board of County Commissioners of Coffey County, Kansas to lease a
      155,000 square foot manufacturing facility.  The lease agreement provides
      for payments of $2,500 per month with an option to purchase the building
      at the end of the lease for a balloon payment of $250,000.  The balloon
      payment  is reduced if certain full-time employee levels are attained
      during the term of the lease.  In connection with the lease agreement,
      Miller also entered into an agreement with the then current tenant of the
      property, whereby Miller agreed to pay the tenant $750,000.  Miller has
      accounted for this transaction as a capital lease whereby Miller recorded
      the leased property under the capital lease and the related obligation on
      its balance sheet.  As of June 27, 1998, and June 28, 1997, the cost of
      the capitalized lease property was $979,000 and the accumulated
      amortization was $32,633 in 1998 and $13,597 in 1997.
      
      As of June 27, 1998, the annual maturities of long-term debt, excluding
      payments under the capitalized lease, for each of the next five fiscal
      years are as follows: 1999 - $743,889; 2000 - $776,818; 2001 - $812,275;
      2002 - $850,454 and 2003 - $891,564.
      
Note D:   DEBT, Continued.

      As of June 27, 1998, the future minimum lease payments under the
      capitalized lease obligation are as follows:
      
           Fiscal Years                                       Capitalized
              Ending                                             Lease   
      
               1999                                             $ 30,000
               2000                                               30,000
               2001                                               30,000
               2002                                               30,000
               2003                                               30,000
            Thereafter                                           105,000
                                                                 255,000     
         Less: Amount representing interest                       52,711
      
                                                                $202,289
      
      In connection with the industrial revenue bond obligations, Miller
      obtained, as a credit enhancement for the bondholders, irrevocable letters
      of credit in favor of the bond trustees.  Miller, at its discretion, can
      convert the industrial revenue bonds from a variable rate, as determined
      by the current market rate for this type of debt instrument, to a fixed
      rate.  The fixed rate would be determined contemporaneously with the
      decision to convert.  Miller may redeem the bonds at any time in
      increments of $100,000.  In the event the bonds have been converted to a
      fixed rate, such redemption is at a premium determined by the number of
      years from conversion to original maturity.  
      
Note E:   STOCK COMPENSATION PLANS.

      Stock Option Plans
      
      On November 5, 1997, Miller's stockholders approved the Miller Building
      Systems, Inc. 1997 Stock Option Plan under which 500,000 shares of common
      stock were reserved for future grant.  The 1997 Plan expires February 20,
      2007.  On June 30, 1994, the Board of Directors adopted the Miller
      Building Systems, Inc. 1994 Stock Option Plan under which 300,000 shares
      of common stock were reserved for future grant.  The 1994 Plan expires
      June 30, 2004.  On August 26, 1991, the Board of Directors adopted the
      Miller Building Systems, Inc. 1991 Stock Option Plan under which 250,000
      shares of common stock were reserved for future grant.  The 1991 Plan
      expires August 26, 2001.  
      
      Miller's stock option plans provide that options can be granted by Miller
      at a price not less than 100% of fair market value (or 110% of fair market
      value if the optionee owns 10% or more of Miller's common stock).  The
      term of an option granted under the stock option plans cannot exceed ten
      years, and options are either exercisable upon grant or contain a specific
      vesting schedule, except in the event of a change of control, as defined,
      at which time all outstanding options become fully exercisable by the
      optionee.


Note E:   STOCK COMPENSATION PLANS, Continued.

      The following table summarizes stock option activity:
      
                                        Number        Weighted Average
                                       of Shares       Exercise Price
          
      Outstanding at July 2, 1995       394,000             $3.83 
         Granted                        215,000              4.64
         Canceled                      (126,000)             5.04
      
      Outstanding at June 29, 1996      483,000              3.87
         Granted                         58,000              6.29
         Exercised                     (162,200)             3.39
      
      Outstanding at June 28, 1997      378,800              4.45
         Granted                        291,500              9.95
         Canceled                       (15,200)             5.00
         Exercised                     (125,100)             4.01
      
      Outstanding at June 27, 1998      530,000              7.56
      
      Exercisable at June 27, 1998      150,100              4.85
      
      Options outstanding at June 27, 1998 are exercisable at prices ranging
      from $2.50 to $11.25 per share and have a weighted average remaining
      contractual life of 6.86 years.  The following table summarizes
      information about stock options outstanding at June 27, 1998.
      
                                        Outstanding            Exercisable     
                          Number     Weighted                Number
                       Outstanding    Average    Weighted  Exercisable  Weighted
        Range of            at       Remaining   Average       at       Average
        Exercise         June 27,   Contractual  Exercise   June 27,    Exercise
         Price             1998         Life       Price      1998        Price
      
      $ 2.50 -$4.00      131,300        5.67      $ 3.41     85,700       $3.23
        4.01 - 5.50        5,000        4.28        5.38      1,000        5.38
        5.51 - 7.00      104,200        4.95        6.24     45,400        6.26
        7.01 - 8.50       25,500        5.47        8.25       -            -
        8.51 -10.00      139,000        7.54        9.48     18,000        9.00 
       10.01 -11.25      125,000        9.33       10.85       -            -
                         530,000                            150,100   
      
      At June 28, 1997 and June 29, 1996, there were exercisable options to
      purchase 180,600 and 241,200 shares at weighted average exercise prices
      of $4.00 and $3.31 per share, respectively.  The weighted average grant
      date fair value of options granted during the years ended June 27, 1998,
      June 28, 1997 and June 29, 1996 were $3.53, $2.89 and $1.94 respectively. 
      As of June 27, 1998, 225,700 shares were reserved for the granting of
      future stock options, compared with 2,000 shares at June 28, 1997.
      
      
Note E:   STOCK COMPENSATION PLANS, Continued.

      Had Miller adopted the provisions of SFAS No. 123, "Accounting for Stock-
      Based Compensation," Miller's net income and earnings per share would have
      been:
                                           June 27,     June 28,     June 29,
                                             1998         1997         1996  
      
         Pro forma net income             $1,881,853  $1,458,654     $394,177
         Pro forma diluted earnings 
             per share                           .56         .44          .13
         
      The pro forma amounts shown above and the weighted-average grant-date fair
      value of options granted are estimated using the Black-Scholes option-
      pricing model with the following assumptions:
      
         Risk free interest rate               5.64%       6.30%       5.77%
         Expected life                     3.4 years   3.3 years   2.6 years
         Expected volatility                     50%         50%         50%
      
      Stock Purchase Plan
      
      The Company has an employee stock purchase plan under which a total of
      500,000 shares of the Company's common stock are reserved for purchase by
      full-time employees through payroll deductions at a price equal to 85% of
      the fair market value on the purchase date.  Certain restrictions in the
      plan limit the amount of payroll deductions and the amount of ownership
      in the Company an employee may acquire under the plan.  As of June 27,
      1998, the Company has not implemented the employee stock purchase plan.
      
Note F:   INCOME TAXES

      The provision for income taxes is summarized as follows:
      
                                                      Years Ended            
                                         June 27,      June 28,      June 29,
                                           1998          1997          1996  
      Current:
        Federal                         $  833,000    $  934,000     $185,000
        State                              179,000       164,000       79,000
      
                                         1,012,000     1,098,000      264,000
      
      Deferred tax (credit)                294,000       (92,000)      70,000
      
        Total                           $1,306,000    $1,006,000     $334,000
      
      Although not affecting the total provision, the amounts previously 
      reported for the allocation of federal and state income taxes between 
      current and deferred for 1997 have been revised based upon determinations 
      made when the related tax returns were filed.
      
      
Note F:   INCOME TAXES, Continued.

      The provision for income taxes included in the consolidated statements of
      income differs from that computed by applying the federal statutory tax
      rate (34%) to income before income taxes as follows:
      
                                                     Years Ended            
                                         June 27,      June 28,     June 29,
                                           1998          1997         1995  
      Computed federal income
         tax                            $1,172,000    $  877,000    $279,000
      Increase (decrease)
         resulting from:
            State income taxes, net
            of federal income tax 
            benefit                        170,000        94,000      59,000 
          Other, net                       (36,000)       35,000     ( 4,000)
      
             Total                      $1,306,000    $1,006,000    $334,000
      
      Deferred income taxes reflect the estimated future net tax effects of
      temporary differences between the carrying amounts of assets and liabili-
      ties for financial reporting purposes and the amounts used for income tax
      purposes.  The components of the net deferred tax asset and liability at
      June 27, 1998 and June 28, 1997 are as follows:
      
                                                    June 27,      June 28,   
                                                      1998          1997     
      Current deferred tax asset (liability):
         Receivables                               $ (20,000)    $ (87,000)  
         Inventories                                 110,000       154,000
         Property held for sale                         -           62,000   
         Accrued warranty                             42,000        70,000 
         Other accrued liabilities                    98,000       142,000
      
           Total                                   $ 230,000     $ 341,000
      
      Long-term deferred tax asset (liability):
         Receivables                               $(168,000)         -
         Property, plant and equipment              (150,000)     (140,000)
         Other                                         2,000         7,000
      
           Total                                   $(316,000)    $(133,000)
      
Note G:   SALE OF CALIFORNIA OPERATION.

      On October 21, 1996, Miller sold all of the issued and outstanding stock
      of its wholly owned California subsidiary, to MODTECH, Inc. ("Buyer"). 
      The California subsidiary manufactured modular and mobile buildings in
      Patterson, California.  The consideration paid by the Buyer to Miller
      consisted of a cash purchase price of $1,516,390, which approximated the
      carrying value of the underlying net assets and, accordingly, there was
      no gain or loss on the sale.  Miller and the Buyer also entered into a
      three-year lease obligation for certain real property (the "Patterson
      Property") which lease agreement requires the Buyer, as lessee, to pay  

Note G:   SALE OF CALIFORNIA OPERATION, Continued.

      Miller rental payments of $4,500 per month.  On January 16, 1998, with the
      issuance of an acceptable expanded environmental report on the Patterson
      Property, Miller and Buyer mutually agreed to cancel the lease agreement,
      and the Buyer acquired the Patterson Property from Miller for a cash
      purchase price of $450,000, which resulted in a $37,894 gain on sale of
      property held for sale.
      
      In connection with this sale transaction, Miller entered into a non-
      competition agreement with the Buyer which provides that Miller will not,
      at any time within a five-year period following closing, engage in any
      business that manufactures and markets the products which were previously
      manufactured by Miller's former California subsidiary in the states of
      California, Nevada and Arizona.
      
Note H:   NONRECURRING ITEMS.

      During the fiscal year ended June 29, 1996, nonrecurring items consisted
      of: a pre-tax charge of $256,792 related to costs associated with the
      terminated acquisition of Whitley Manufacturing Company, Inc.; $76,613 of
      additional exit costs associated with the closing of Miller's residential
      division, which manufactured factory-built modular residential housing;
      and $24,775 of other nonrecurring charges.
      
Note I:   COMMITMENTS AND CONTINGENCIES.

      Lease Commitments
      
      Miller leases two of its manufacturing facilities under noncancellable
      operating leases expiring through December 2002.  The lease for the Sioux
      Falls, South Dakota facility may be extended at Miller's option.  The
      lease for the Kirkwood, New York facility has an option to renew for an
      additional five-year term and contains an option to purchase the facility
      after February 28, 2000.  Miller generally is responsible for utilities,
      taxes and insurance on the leased facilities.  Future minimum lease
      payments under these noncancellable leases aggregate $1,084,383 and are
      payable as follows: 1999 - $270,489, 2000 - $263,322, 2001 - $220,085,
      2002 - $220,085, and 2003 - $110,402.
      
      Rental expense under all operating leases aggregated $196,277, $97,654 and
      $70,691 for the years ended June 27, 1998, June 28, 1997 and June 29,
      1996, respectively.
      
      Self-Insurance
      
      Miller is self-insured for the portion of its employee health care costs
      not covered by insurance.  Miller is liable for medical claims up to
      $40,000 per eligible employee annually, and aggregate annual claims up to
      approximately $861,000.  The aggregate annual deductible is determined by
      the number of eligible covered employees during the year and the coverage
      they elect.  Miller accrues for the estimated losses occurring from both
      asserted and unasserted claims.  The estimate of the liability for
      unasserted claims arising from incurred, but not reported, claims is based
      on an analysis of historical claims data.
      
Note J:   UNAUDITED INTERIM FINANCIAL INFORMATION.

      Presented below is certain selected unaudited quarterly financial 
      information for the years ended June 27, 1998 and June 28, 1997:
      
                                                           
                         Net          Gross         Net     Earnings Per Share 
                        Sales        Profit       Income      Basic  Diluted
        1998:    
        Fourth       $16,528,679   $3,312,056    $919,497     $.28    $.25
        Third         14,449,832    2,368,307     278,980      .08     .08
        Second        10,405,750    1,956,890     315,351      .10     .09
        First         13,315,399    2,627,870     626,224      .19     .18
          
        1997:
        Fourth       $13,007,704   $2,900,872    $629,292     $.20    $.19
        Third         10,235,248    1,786,365     159,691      .05     .05
        Second        10,007,430    1,957,654     280,076      .09     .09
        First         13,036,388    2,318,806     504,769      .16     .16
      
      The sum of quarterly diluted earnings per share for the four quarters of
      fiscal 1998 and fiscal 1997 may not equal annual diluted earnings per
      share due to the effect of dilutive securities.
      

       MILLER BUILDING SYSTEMS, INC. AND SUBSIDIARIES
      
       SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
      
   Col. A                Col. B           Col. C           Col. D       Col. E 
                                    Additions  Additions
                         Balance at Charged to Charged to              Balance
                         Beginning  Costs and  Other                   at End
Description              of Period  Expenses   Accounts   Deductions   of Period



Year ended June 27, 1998:

 Allowance for
  doubtful receivables   $ 48,239   $ 54,881   $    -     $ 52,726(A)  $ 50,394


Year ended June 28, 1997:

 Allowance for
  doubtful receivables   $ 53,605   $ 51,293   $    -     $ 56,659(A)  $ 48,239


Year ended June 29, 1996:

 Allowance for
  doubtful receivables   $ 59,024   $  1,287   $    -     $  6,706(A)  $ 53,605 


(A)  Uncollectible accounts written off.


            

          MILLER BUILDING SYSTEMS, INC., AND SUBSIDIARIES

                         INDEX TO EXHIBITS

Exhibit
Number           Description of Exhibit

10.66  Third Amendment to Lease Agreement between Toboll Properties Limited
       Partnership and Sioux Fall Structures, Inc. (now known as Miller
       Building Systems of South Dakota, Inc.) dated August 20, 1997, with
       respect to the leased property at Sioux Falls, South Dakota.

10.67  First Amendment to Employment Agreement between Registrant and Edward
       C. Craig, dated October 22, 1997.

10.68  Lease agreement between United Kirkwood, L.L.C. and United Structures,
       Inc., with respect to the leased property at Kirkwood, New York.

21     Subsidiaries of the Registrant

23     Consent of Independent Accountants

27     Financial Data Schedule

The exhibits listed below are filed as part of this report and incorporated by
reference as indicated.

 3.1   Certificate of Incorporation, as amended (a)

 3.2   By-Laws, as amended (a) (c) (e) (g) (I) (j) (l) 

 4.1   Specimen Common Stock Certificate (d)

 4.2   Certificate of Incorporation, Articles Fourth, Eighth, and Tenth; 
       By-Laws, Articles II, VII, and IX (a)

10.11  Lease Agreement between Sioux Falls Structures, Inc. (now known as
       Miller Structures, Inc.), a South Dakota corporation, and Toboll
       Corporation dated April 15, 1985 with respect to property located in
       Sioux Falls, South Dakota (a) and Amendments thereto dated February 3,
       1988 and December 31, 1989 (f)

10.47  Agreement between Registrant and Frederick H. Goldberger, dated May 6,
       1991, which replaces an employment agreement dated April 26, 1988 and
       amendments thereto which was to expire on June 30, 1995 (h)

10.48  1991 Stock Option Plan adopted by the Registrant's stockholders on
       October 30, 1991 and Form of Option Agreement (k)

10.49  Miller Building Systems, Inc. 401(k) Plan (m)

10.53  1994 Stock Option Plan adopted by the Registrant's stockholders on
       October 25, 1994 and Form of Option Agreement (n)

10.57  Employment agreement between Registrant and Edward C. Craig, dated
       February 29, 1996 (p) (I)

10.58  Lease agreement between the Board of County Commissioners of Coffey
       County, Kansas dated August 12, 1996 with respect to property located
       in Burlington, Kansas (p)


10.59  Agreement between Registrant and American Quality Manufacturing, Inc.
       dated July 25, 1996, to vacate the leased property located in
       Burlington, Kansas (p)

10.60  Lease agreement between Toboll Property Limited Partnership and Miller
       Structures, Inc. dated May 21, 1996, with respect to the lease of land
       in Sioux Falls, South Dakota (p)

10.61  Agreement for Purchase and Sale of all of the outstanding Capital
       Stock of Miller Structures, Inc., a California Corporation, dated
       September 30, 1996, between Miller Structures, Inc., an Indiana
       Corporation, and MODTECH, Inc. (q)

10.62  Non-Competition Agreement, dated October 1, 1996, between Miller
       Structures, Inc., an Indiana Corporation, and MODTECH, Inc. with 
       respect  to sale of the Capital Stock of Miller Structures, Inc., a 
       California Corporation (q)

10.63  Supplemental Closing Agreement, dated October 21, 1996, between Miller
       Structures, Inc., an Indiana Corporation, and MODTECH, Inc. with 
       respect to the sale of the Capital Stock of Miller Structures, Inc., a
       California Corporation (q)

10.64  Stock Purchase Agreement, dated February 27, 1998, between Registrant
       and David Newman and Marc Newman to purchase all of the issued and
       outstanding shares of capital stock of United Structures, Inc., a New
       York Corporation (r)

10.65  1997 Stock Option Plan adopted by the Registrant's stockholders on
       November 5, 1997 (s)

10.66  Registration Statement to register 227,082 shares of the Registrants
       common stock owned by David and Marc Newman (t)
             

(a)    Registration Statement on Form S-1, as amended (File No. 0-14651)
(b)    Form S-8, Date of Report - October 28, 1987
(c)    Form 8-K, Date of Report - July 20, 1989
(d)    Form 10-K for year ended June 30, 1989
(e)    Form 8-K, Date of Report - January 31, 1990
(f)    Form 10-K for year ended June 30, 1990
(g)    Form 8-K, Date of Report - April 23, 1991
(h)    Form 8-K, Date of Report - May 6, 1991
(I)    Form 8-K, Date of Report - July 25, 1991
(j)    Form 8-K, Date of Report - August 26, 1991
(k)    Form S-8, Date of Report - July 31,1992
(l)    Form 8-K, Date of Report - April 22, 1993
(m)    Form 10-K for year ended June 30, 1993
(n)    Form S-8, Date of Report - Dated December 30, 1994
(o)    Form 10-K, for year ended July 1, 1995
(p)    Form 10-K, for year ended June 29, 1996
(q)    Form 8-K, Date of Report - October 21, 1996
(r)    Form 8-K/A-1, Date of Report - February 27, 1998
(s)    Form S-8, Date of Report - March 20, 1998
(t)    Form S-3, Date of Report - August 5, 1998
(I)    Indicates a management contract or compensation plan or arrangement.