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    July 3, 1999
                                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 27, 1999:
$20,589,883.

As of August 27, 1999, the Registrant had 3,358,393 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 1999 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 ability to achieve
forecasted production levels through the second quarter of fiscal 2000 with
the current backlog of orders, 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, its suppliers and its customers to be
year 2000 compliant.  Readers are cautioned that reliance on any forward-looking
statement involves risks and uncertainties.  Forward-looking statements
contained herein are based on reasonable assumptions, any of which 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 three
product lines, Structures, Telecom and Construction Services.  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; 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; 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.

     On August 20, 1999, Miller entered into an Asset Purchase Agreement with
Andrew Corporation to sell certain assets and the business operations of the
Burlington, Kansas facility and assign a lease agreement for the Kansas facility
to Andrew Corporation (See Note J of the Notes to Consolidated Financial
Statements).

     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.

                     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; 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.  There was no Structures customer that represented more
than 10% of Miller's net sales for the fiscal year ended July 3, 1999.

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; 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.

     Telecom 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 July 3, 1999 and June 27, 1998, the following customer
represented 10% or more of net sales of Miller: Nextel Communication, Inc.,
represented 13% of Miller's net sales in each of the fiscal years ended July 3,
1999 and June 27, 1998.  There was no Telecom customer that represented more
than 10% of Miller's net sales for the fiscal year ended June 28, 1997.

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; 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)

Business Segment

     Miller has one reportable segment, designing, manufacturing, marketing and
servicing factory-built buildings which includes three product lines:
Structures, Telecom and Construction services.

Sales

     Net sales by product line are as follows:

                                              Years Ended
                                     July 3,    June 27,    June 28,
                                      1999        1998        1997

        Structures                $29,434,708 $31,826,019 $32,144,884
        Telecom                    33,807,292  21,086,105  13,406,757
        Construction Services       2,395,040   1,787,536     735,129

                                  $65,637,040 $54,699,660 $46,286,770

Backlog

     The backlog of orders by market at August 31, 1999 and 1998 was as follows:

                                                1999             1998

     Structures                             $10,551,000      $ 5,877,000
     Telecom                                  9,749,000        9,794,000
     Construction Services                      697,000          232,000

        Total                               $20,997,000      $15,903,000

    The increase in the Structures' backlog is the result of an order for
approximately $4,050,000 from a customer to build portable hospitality suites.
These suites will be built in the Elkhart, Indiana facility during the second
and third quarters of Miller's fiscal year 2000.  The slight decline in the
Telecom backlog relates to a slow order rate during the third and fourth
quarters of Miller's last fiscal year, as consolidation within the industry
caused a delay in orders with several of our customers.  The $21 million backlog
level is the highest in Miller's history and should provide the basis to achieve
forecasted production levels through the second quarter of fiscal 2000; however,
management believes it is too early to determine whether this current business
activity will extend to the second half of fiscal 2000.

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 K of Notes to
Consolidated Financial Statements.

Employees

    As of August 31, 1999, Miller and its subsidiaries had approximately 442
employees of which approximately 337 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.

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      Capital Lease (2)

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 (4)

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 facilities.  The Executive offices of Miller are also at
         this location.

(2)      On August 20, 1999, Miller entered into an Asset Purchase Agreement
         with Andrew Corporation to sell certain assets and the business
         operations of the Burlington, Kansas facility and assign a lease
         agreement for the Kansas facility to Andrew Corporation (See Note J of
         the Notes to Consolidated Financial Statements).

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

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

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

         Edward C. Craig (age 64) became the Chief Executive Officer of Miller
effective on July 3, 1994, was elected President of Miller on August 11, 1994
and on July 1, 1999 was elected Chairman of the Board of Directors of Miller.
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.

         Rick J. Bedell (age 47) became the Executive Vice President of Miller
effective July 1, 1998.  Mr. Bedell joined Miller in January 1989 as a Corporate
Sales Manager and became Vice President and General Manager of the Western
Division in February 1990.  In November 1996, he became Vice President of
Miller's Kansas operation.  Previously, Mr. Bedell worked for Modulaire
Industries, PBS Building Systems, Inc. and Meridian Corporation in various
management positions.

         Thomas J. Martini (age 51) 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
sales prices for these securities as reported on the NASDAQ National Market
System for the two most recent fiscal years.

                               Fiscal 1999         Fiscal 1998
                               High     Low        High     Low

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

         As of August 27, 1999, 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 1999 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
                           July 3,   June 27,   June 28,   June 29,    July 1,
                            1999       1998       1997       1996       1995
(In thousands,
   except per share data)

Net sales                 $65,637    $54,700    $46,287    $37,858    $41,455
Net income                  2,548      2,140      1,574        486        320
Earnings per common share:
  Basic                       .72        .65        .50        .16        .10
  Diluted                     .71        .62        .47        .16        .10

Total assets               32,775     30,478     19,813     16,920     16,522
Long-term debt, less
 current maturities         5,277      6,094      1,357      1,270      1,385

(A)      Net sales (in thousands) for fiscal years 1999 and 1998 include $15,440
         and $7,523, respectively, for United, which was acquired January 1,
         1998 (see Note I of Notes to Consolidated Financial Statements).  Net
         sales (in thousands) for fiscal years ended 1997, 1996 and 1995 include
         $1,636, $5,787 and $6,414, 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 Kansas facility
         which commenced operations in January 1997.

(B)      Miller's operating results for fiscal years 1999, 1996 and 1995 were
         adversely impacted by nonrecurring items (in thousands) of $107, $358
         and $361, respectively.

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

Fiscal 1999 Compared to Fiscal 1998

         Net sales increased $10.9 million, or 20%, in fiscal 1999 from the
corresponding period in fiscal 1998.  Structures reported a $2.4 million, or a
7.5%, decrease in net sales during fiscal 1999.  This decrease in net sales was
primarily the result of increased product complexity, poor weather conditions,
spotty backlogs and difficulty in hiring qualified personnel at the Indiana
plant. In addition, the decision to build only Telecom units at the Kansas plant
and softness in the markets served by the Vermont plant also contributed to the
decline in Structures' net sales.  Telecom's net sales increased $12.7 million,
or 60%, during fiscal 1999. This increase was primarily the result of sales at
the acquired United operation, Telecom sales at the new expanded Pennsylvania
plant facilities and increased Telecom sales at the Kansas plant.

         Miller's gross profit during the 1999 fiscal year was 18.3% of net
sales as compared to 18.8% in fiscal 1998. The decline in gross profit is
primarily the result of generally higher overhead costs, costs related to the
start-up operation at the Pennsylvania plant and higher overhead costs at the
Indiana plant.

         Selling, general and administrative expenses increased $.6 million in
fiscal 1999.  These expenses were 10.9% of net sales in fiscal 1999 compared to
12% of net sales in fiscal 1998.  The increase in selling, general and
administrative expense was primarily the result of the addition of
administrative expense at the United and Pennsylvania operations and higher
overall staffing levels.  These were partially offset by lower performance-based
compensation.

         The increase in interest expense in fiscal 1999 compared to fiscal 1998
of $281,645 was primarily the result of higher levels of outstanding debt, which
was principally the result of the construction of an expansion of the
Pennsylvania plant facilities and debt incurred to finance the acquisition of
United.

         During the fiscal year ended July 3, 1999, Miller recognized
nonrecurring expenses of $107,366 which related to costs associated with the
terminated efforts to explore possible merger and acquisition opportunities.
After careful review of several opportunities, the Board of Directors concluded
that the best options for Miller's stockholders was for Miller to remain focused
on its operations with the intent of continuing the profitable growth exhibited
by the past several years, while remaining open to an attractive merger
opportunity.

         During fiscal 1999, Miller recorded an income tax provision of
$1,634,000 or 39% of pre-tax income compared to an income tax provision of
$1,306,000 or 38% of pre-tax income in fiscal 1998.  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 1998 Compared to Fiscal 1997

         Net sales increased $8.4 million or 18.2% 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 in the prior 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's gross profit during the 1998 fiscal year was 18.8% of net
sales which was a slight decrease from the 19.4% in fiscal 1997.  During fiscal
1998, improved margins from United's lightweight, rooftop telecommunications
shelters, partially 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 in fiscal 1998 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
13.6% 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 income compared to an income tax provision of
$1,006,000 or 39% of pre-tax income 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.

Liquidity and Capital Resources

         Miller's working capital at July 3, 1999 was $10,472,268 compared to
$8,610,205 at June 27, 1998.  The working capital ratio at July 3, 1999 and June
27, 1998 was 2.3 to 1 and 1.9 to 1, respectively.

         For the fiscal year ended July 3, 1999, Miller's operating activities
provided net cash of $3,426,796.  Increases in cash from operating activities
consisted primarily of net income, depreciation and amortization, decreases in
inventories and an increase in accounts payable. These increases were primarily
offset by the $1.7 million increase in receivables.  Miller's investing
activities used net cash of $236,104.  Capital expenditures of $1.2 million
consisted principally of the Pennsylvania plant addition which was financed with
the $1.1 million in unexpended industrial revenue bond proceeds obtained for the
project.  Miller's financing activities used net cash of $3,246,809.  Financing
cash flows consisted of $774,316 in payments on long-term debt, $1,550,000 in
net payments on the line of credit and $994,243 cash expended for the purchase
of treasury stock.  The net decrease in cash and cash equivalents for the
fiscal year ended July 3, 1999 was $56,117 which resulted in cash and cash
equivalents at the end of the year of $55,503.

         An unsecured revolving credit agreement with a bank makes available
advances up to $7,000,000 through November 30, 1999.  Miller expects to renew
this credit facility.  There was $2,000,000 outstanding on the revolving credit
line at July 3, 1999 and $3,550,000 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.

Year 2000 Compliance

         Miller is continuing 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 believes its current computer
hardware and software programs are Year 2000 compliant and, therefore, 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.
Costs incurred to date have been less than $50,000 and management does not
believe any material additional costs will be incurred.

         Management has initiated a program to prepare Miller's manufacturing
and facility systems for the Year 2000.  Miller is actively engaged in testing
and fixing applications such as security, environmental, desktop computers and
production equipment to ensure they are Year 2000 ready.  Miller currently does
not expect remediation costs to be material nor does it expect any significant
interruption to its operations because of Year 2000 problems.  Miller's products
do not have Year 2000 readiness issues because they do not contain date-
sensitive functions.

         Miller is in the process of contacting all third parties with which it
has significant relationships, to determine the extent to which Miller could be
vulnerable to failure by any of them to obtain Year 2000 compliance.  Some of
Miller's major suppliers, customers and financial institutions have confirmed
that they anticipate being Year 2000 compliant on or before December 31, 1999,
although many have only indicated that they have Year 2000 readiness programs.
To date, Miller is not aware of any significant third parties with a Year 2000
issue that could materially impact Miller's operations, liquidity or capital
resources.  However, Miller has no means of ensuring that third parties will be
Year 2000 ready and the potential effect of third-party non-compliance is
currently not determinable.

         Miller will continue to devote the resources necessary to ensure that
all Year 2000 issues are properly addressed.  However, there can be no assurance
that all Year 2000 problems are detected.  Further, there can be no assurance
that Miller's assessment of its third party vendors and suppliers will be
accurate.  Some of the potential worst-case scenarios that could occur include:
(1) corruption of data in Miller's internal systems; (2) failure of
infrastructure services provided by government agencies; and (3) health,
environmental and safety issues relating to Miller's facilities.  If any of
these situations were to occur, Miller's operations in certain areas could be
temporarily interrupted. Miller intends to develop Year 2000 contingency plans
for continuing operations in the event such problems arise.  Miller has
operations around the country and is considering shifting operations to
different facilities if there are interruptions to operations in a particular
region.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
         AND FINANCIAL STATEMENT SCHEDULE

1.       Financial Statements:
         Report of Independent Accountants .................................. 14
         Consolidated Balance Sheets at July 3, 1999 and June 27, 1998 ...... 15
         Consolidated Statements of Income for the years ended
           July 3, 1999, June 27, 1998 and June 28, 1997 .................... 17
         Consolidated Statements of Stockholders' Equity for the years
           ended July 3, 1999, June 27, 1998 and June 28, 1997 .............. 18
         Consolidated Statements of Cash Flows for the years ended
           July 3, 1999, June 27, 1998 and June 28, 1997 .................... 20
         Notes to Consolidated Financial Statements ......................... 21

2.       Financial Statement Schedule:
         Schedule II - Valuation and Qualifying Accounts for the years
           ended July 3, 1999, June 27, 1998 and June 28, 1997 .............. 33

         Schedules other than those listed above are omitted because
         they are not applicable or the required information is shown
         in the financial statements or notes thereto.





                REPORT OF INDEPENDENT ACCOUNTANTS




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

In our opinion, the consolidated financial statements listed in the accompanying
index present fairly, in all material respects, the financial position of Miller
Building Systems, Inc. and its subsidiaries at July 3, 1999 and June 27, 1998,
and the results of their operations and their cash flows for each of the three
fiscal years in the period ended July 3, 1999 in conformity with generally
accepted accounting principles.  In addition, in our opinion, the financial
statement schedule listed in the accompanying index 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 30, 1999, except as to the information
 presented in Notes C and J for which the date is
 August 20, 1999












               MILLER BUILDING SYSTEMS, INC. AND SUBSIDIARIES

                        CONSOLIDATED BALANCE SHEETS




                                                        July 3,       June 27,
                                                         1999           1998

                                   ASSETS

CURRENT ASSETS
  Cash and cash equivalents                          $   55,503     $   111,620
  Receivables, less allowance for doubtful
    receivables of $48,000 in 1999 and
    $50,000 in 1998                                  12,837,571      11,126,444
  Refundable income taxes                                16,200          20,000
  Inventories                                         5,502,052       6,140,647
  Deferred income taxes                                 218,000         230,000
  Other current assets                                  143,984         204,107

      TOTAL CURRENT ASSETS                           18,773,310      17,832,818




PROPERTY, PLANT AND EQUIPMENT
  Land                                                1,106,156       1,106,156
  Buildings and leasehold improvements                8,429,844       7,962,454
  Machinery and equipment                             5,426,620       5,084,595
                                                     14,962,620      14,153,205
    Less, Accumulated depreciation
      and amortization                                5,731,885       5,141,452

      PROPERTY, PLANT AND EQUIPMENT, NET              9,230,735       9,011,753


Unexpended industrial revenue bond proceeds                -          1,115,854

Deferred compensation plan investments                  417,143         248,537

Excess acquisition costs over fair value of acquired
  net assets, net of accumulated amortization of
  $210,879 in 1999 and $63,446 in 1998                4,159,600       2,058,409

Other assets                                            194,398         210,754


      TOTAL ASSETS                                  $32,775,186     $30,478,125









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










                                                        July 3,       June 27,
                                                         1999           1998

                    LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Short-term borrowings                              $ 2,000,000    $ 3,550,000
  Current maturities of long-term debt                   806,119        762,900
  Accounts payable                                     3,954,923      3,246,373
  Accrued income taxes                                   132,635         17,469
  Accrued expenses and other                           1,407,365      1,645,871

      TOTAL CURRENT LIABILITIES                        8,301,042      9,222,613

Long-term debt, less current maturities                5,276,854      6,094,389

Deferred compensation liability                          417,143        248,537

Deferred income taxes                                    310,000        316,000

Other                                                     13,300         15,276

      TOTAL LIABILITIES                               14,318,339     15,896,815

COMMITMENTS AND CONTINGENCIES - Note H

STOCKHOLDERS' EQUITY
  Preferred stock, $1.00 par value,
    50,000 shares authorized, none issued                   -              -
  Common stock, $.01 par value, 7,500,000 shares
    authorized, 4,250,630 and 4,023,548 shares
     issued in 1999 and 1998, respectively                42,506         40,235
  Additional paid-in capital                          13,847,920     11,600,191
  Retained earnings                                    8,325,154      5,770,243
                                                      22,215,580     17,410,669

    Less, Treasury stock, at cost                      3,758,733      2,829,359

      TOTAL STOCKHOLDERS' EQUITY                      18,456,847     14,581,310

      TOTAL LIABILITIES AND
        STOCKHOLDERS' EQUITY                         $32,775,186    $30,478,125












                   (This page intentionally left blank.)



               MILLER BUILDING SYSTEMS, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF INCOME




                                                    Years Ended
                                       July 3,        June 27,         June 28,
                                        1999            1998             1997

NET SALES                           $65,637,040     $54,699,660     $46,286,770

Costs and expenses:
 Cost of products sold               53,655,356      44,434,537      37,323,073
 Selling, general and
    administrative                    7,139,735       6,568,481       6,286,184
 Provision for doubtful receivables       7,656          54,881          51,293
 Gain on sale of property
    and equipment                        (4,402)        (63,628)         (3,667)
 Interest expense                       571,701         290,056         155,285
 Interest income                        (22,402)        (30,719)       (105,226)
 Nonrecurring item                      107,366            -               -

      INCOME BEFORE
          INCOME TAXES                4,182,030       3,446,052       2,579,828

Income taxes                          1,634,000       1,306,000       1,006,000

       NET INCOME                   $ 2,548,030     $ 2,140,052     $ 1,573,828


Earnings per share of common stock:
    Basic                                $  .72          $  .65          $  .50
    Diluted                              $  .71          $  .62          $  .47


Shares used in the computation of
  earnings per share:
    Basic                             3,535,435       3,268,344       3,157,706
    Diluted                           3,610,082       3,474,706       3,316,132








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



               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>           <C>
BALANCE, JUNE 30, 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                               -            -            -        (26,063) (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

  Issuance of common stock in connection
     with business acquisition                 227,082        2,271    2,247,729        -         -            -        2,250,000

  Treasury stock acquired                         -            -            -           -      178,410     (994,243)     (994,243)

  Exercise of stock options using
     treasury stock                               -            -            -          6,881   (16,500)      64,869        71,750

  Net income                                      -            -            -      2,548,030      -            -        2,548,030

BALANCE, JULY 3, 1999                        4,250,630     $ 42,506  $13,847,920  $8,325,154   882,237  $(3,758,733)  $18,456,847

</TABLE>













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










                 MILLER BUILDING SYSTEMS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                 Years Ended
                                             July 3,     June 27,     June 28,
                                              1999         1998         1997
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                              $ 2,548,030  $ 2,140,052  $ 1,573,828
  Adjustments to reconcile net income to
    net cash provided by (used in)
    operating activities:
     Depreciation and amortization of
     plant and equipment                      968,772      769,186      636,287
     Amortization of intangible assets
         and deferred bond issuance costs     225,602       51,983       10,293
     Deferred compensation                    168,606      203,790       44,747
     Deferred income taxes                      6,000      294,000      (92,000)
     Other                                     (4,402)     (24,040)      (6,612)
    Changes in certain assets and
      liabilities, net of effect of
      acquisition and disposition
      of businesses:
       Receivables                         (1,711,127)     831,920   (2,591,757)
       Refundable income taxes                  3,800      (20,000)     241,158
       Inventories                            638,595   (1,258,521)    (991,266)
       Other assets                              (314)    (341,184)     (33,196)
       Accounts payable                       708,550      299,813     (431,901)
       Accrued income taxes                   115,166     (947,995)     886,026
       Accrued expenses and other            (240,482)  (1,284,907)     552,530
        Net cash provided by (used in)
           operating activities             3,426,796      714,097     (201,863)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of property
    and equipment                              23,584      457,700        7,250
  Purchase of property, plant
    and equipment                          (1,206,936)  (3,023,732)  (1,123,324)
  Acquisition of business, net of
    $294,576 cash acquired                       -      (2,710,734)        -
  Proceeds from sale of subsidiary               -             -       1,516,390
  Increase in deferred compensation
    plan investments                         (168,606)    (203,790)     (44,747)
  Unexpended industrial revenue
    bond proceeds                           1,115,854   (1,115,854)        -
        Net cash provided by (used in)
          investing activities               (236,104)  (6,596,410)     355,569

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from short-term borrowings      28,305,000   26,860,000   14,695,000
  Reduction of short-term borrowings      (29,855,000) (26,280,000) (14,325,000)
  Proceeds from long-term debt                   -       5,500,000         -
  Payments of long-term debt                 (774,316)    (300,635)    (798,655)
  Bond issuance costs                            -        (138,654)        -
  Purchase of treasury stock                 (994,243)    (381,967)    (351,063)
  Proceeds from exercise of stock options      71,750      500,784      549,800
  Tax benefit from stock options
    exercised                                    -         145,288         -
        Net cash provided by (used in)
          financing activities             (3,246,809)   5,904,816     (229,918)
Increase (decrease) in cash and
  cash equivalents                            (56,117)      22,503      (76,212)

CASH AND CASH EQUIVALENTS
  Beginning of year                           111,620       89,117      165,329
  End of year                             $    55,503  $   111,620  $    89,117

SUPPLEMENTAL DISCLOSURES OF CASH
 FLOW INFORMATION:
  Cash paid during the year for:
    Interest, net of capitalized
      interest in 1998                    $   506,416  $   198,435  $   151,783
    Income taxes (net of refunds)           1,509,034    1,839,254      (29,184)

NONCASH INVESTING AND FINANCING
 ACTIVITIES:
  Acquisition of United
   Structures, Inc.:
    Liabilities assumed                          -       4,108,000         -
    Unpaid cash portion of
      purchase price                             -         125,000         -
    Issuance of common stock                2,250,000
  Building capitalized under capital
    lease and related capital
    lease obligation                             -            -         979,000
   The accompanying notes are a part of the consolidated financial statements.


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
      three product lines, Structures, Telecom and Construction Services.  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; 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.  Fiscal year 1999 included 53 weeks
      whereas fiscal years 1998 and 1997 each consisted of 52 weeks.

      Principles of Consolidation - The consolidated financial statements
      include the accounts of Miller Building Systems, Inc. and its  wholly
      owned subsidiaries.

      Business Segments - Miller has adopted Statement of Financial Accounting
      Standards ("SFAS") No. 131, "Disclosures about Segments of an Enterprise
      and Related Information", which revises reporting and disclosure
      requirements for operating segments.  Miller has one reportable segment,
      designing, manufacturing, marketing and servicing factory-built
      buildings, which includes three product lines:  Structures, Telecom and
      Construction Services.  Net sales by product line are as follows:

                                                Years Ended
                                       July 3,    June 27,    June 28,
                                        1999        1998        1997

          Structures                $29,434,708 $31,826,019 $32,144,884
          Telecom                    33,807,292  21,086,105  13,406,757
          Construction Services       2,395,040   1,787,536     735,129

                                    $65,637,040 $54,699,660 $46,286,770

      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

      Note A:     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued.

      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 1999, two customers, including
      the one above, each accounted for 13% of net sales in fiscal 1998 and a
      third customer accounted for 15% of net sales in fiscal 1997.  At July
      3, 1999, 24% of receivables is concentrated with Miller's largest
      customer and at June 27, 1998, 20% of receivables was concentrated with
      Miller's largest customer.

      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 July 3, 1999 and June 27, 1998, capitalized
      software costs, included with machinery and equipment, (and the related
      accumulated amortization) aggregated $345,921 ($204,319), and $265,587
      ($148,766), 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 1999 and 1997.

      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 reviewed, as circumstances
      warrant, by Miller based on the expected future undiscounted operating
      cash flows of the related business unit.  Miller believes no material
      impairment of goodwill exists at July 3, 1999.

      Bond Issuance Costs - Bond issuance costs aggregating $230,389, 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.

      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 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.  Shares used in the computation

      Note A:    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Concluded.

      of basic and diluted earnings per share ("EPS") are as follows:

                                                1999       1998        1997

      Weighted average number of common
         shares (used for basic EPS)         3,535,435   3,268,344   3,157,706

      Effect of dilutive securities:
         Stock options                          74,647     138,022     158,426
         Contingently issuable
            shares (see Note I)                   -         68,340        -

      Shares used for diluted EPS            3,610,082   3,474,706   3,316,132

      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 July 3, 1999 and June 27, 1998
      because of the relatively short maturities of these instruments.  The
      carrying amount of long-term debt, including current maturities,
      approximated fair value as of July 3, 1999 and June 27, 1998 based upon
      terms and conditions currently available to Miller in comparison to the
      terms and conditions of the outstanding long-term debt.  Miller has
      investments in life insurance contracts to fund obligations under
      deferred compensation agreements (see Note D).  At July 3, 1999 and June
      27, 1998, the carrying amount of these policies, which equaled their fair
      value, was $417,143 and $248,537 respectively.

      Reclassification - Miller's obligations under deferred compensation
      agreements were previously netted against the related investments used
      to fund these obligations (see Note D).  The consolidated balance sheet
      at June 27, 1998 and the consolidated statements of cash flows for the
      years ended June 27, 1998 and June 28, 1997 have been restated to present
      the investment in life insurance contracts, the obligation under deferred
      compensation agreements and the related cash flows.

      Note B:                     INVENTORIES.

      Inventories consist of the following:
                                                July 3,          June 27,
                                                 1999              1998

      Raw materials                           $4,369,472       $4,604,615
      Work in process                            885,957        1,215,552
      Finished goods                             246,623          320,480

         Total                                $5,502,052       $6,140,647

      Note C:                       DEBT.

      Short-Term Borrowings

      Miller maintains an unsecured revolving line of credit with a bank.  The
      loan agreement makes available up to $7 million through November 30,
      1999. As of July 3, 1999 and June 27, 1998, outstanding borrowings under
      the loan agreement aggregated $2,000,000 and $3,550,000, 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 July 3, 1999 and June 27, 1998, the weighted

      Note C:     Debt, Continued.

      average interest rate on outstanding borrowings was 8.00% and 7.47%,
      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.

      Long-Term Debt

      Long-term debt consists of the following:          July 3,     June 27,
                                                          1999         1998
      Bank term note, payable in monthly installments
        of $50,000 including interest at a variable
        rate, as determined by prime or a margin over
        LIBOR (6.89% at July 3, 1999), final maturity
        in June 2003, unsecured                        $2,059,784   $2,500,000

      Industrial revenue bond, variable rate (3.65%
        at July 3, 1999), principal payable in annual
        installments of $200,000 through June 2004
        and $300,000 thereafter until final maturity
        in June 2010                                    2,800,000    3,000,000

      Industrial revenue bond, variable rate
        (3.65% at July 3, 1999), principal
        payable in annual installments of
        $115,000 with an installment of $120,000
        at final maturity in November 2007              1,040,000    1,155,000

      Capitalized lease, interest imputed at
        5.63%, payable monthly through
        December 2006                                     183,189      202,289

              Total                                     6,082,973    6,857,289

                 Less, Current maturities                 806,119      762,900

              Long-term debt                           $5,276,854   $6,094,389

      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.

      On August 12, 1996, Miller entered into a ten-year lease agreement with
      the Board of County Commissioners of Coffey County, Kansas ("Coffey
      County") to lease a 155,000 square foot manufacturing facility (the
      "Kansas 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
      paid the tenant $750,000 to obtain the property.  Miller accounted for

      Note C:     Debt, Concluded.

      this lease transaction as a capital lease whereby Miller recorded the
      leased property under the capital lease and the related obligation on its
      balance sheet.  At July 3, 1999 and June 27, 1998, the cost of the
      capitalized lease property was $979,000 and the accumulated amortization
      was $77,707 in 1999 and $46,230 in 1998.

      At July 3, 1999, the future minimum lease payments under the capitalized
      lease obligation are as follows:

           Fiscal Years                                       Capitalized
              Ending                                             Lease

                   2000                                        $ 30,000
                   2001                                          30,000
                   2002                                          30,000
                   2003                                          30,000
                   2004                                          30,000
                Thereafter                                       75,000
                                                                225,000
                        Less: Amount representing interest       41,811

                                                               $183,189

      In August 1999, in connection with Miller's sale of certain assets of its
      Kansas facility and the assignment of the lease agreement for the Kansas
      facility to the buyer (see Note J), Miller and Coffey County entered into
      two new lease agreements for the Kansas facility.  The first lease
      agreement, which has a five-year term, provides for the same monthly rent
      payments and contains five renewal options for additional five-year  terms
      at the same monthly rent.  The second lease agreement, which also has a
      five-year term and provides for the same amount of monthly rent payments,
      includes a new purchase option (balloon payment) of $175,000 which is
      reduced up to a maximum of $35,000 per year based upon the attainment of
      certain annual full-time employee levels.  The second lease agreement,
      which includes the purchase option, is subject to the approval of the
      Board of Directors of Coffey County.  Upon approval of the second lease
      agreement, the first lease agreement will terminate.  At July 3, 1999, the
      obligation under the capital lease and the related leased asset have not
      been adjusted for the effect of the new leases and the effect will be
      recognized in the gain on the sale of the Kansas facility.

      At July 3, 1999, the annual maturities of long-term debt, excluding
      payments under the capitalized lease, for each of the next five fiscal
      years are as follows: 2000 - $785,917; 2001 - $819,887; 2002 - $856,309;
      2003 - $857,671 and 2004 - $315,000.

      Note D:     EMPLOYEE BENEFIT PLANS.

      401(k)Savings 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


      Note D:     EMPLOYEE BENEFIT PLANS, Concluded.

      discretionary matching contributions before the end of the Plan's calendar
      year-end.  During the years ended July 3, 1999, June 27, 1998 and June 28,
      1997, Miller expensed $72,560, $64,408 and $70,796, respectively, under
      this Plan.

      Non-Qualified Deferred Compensation Plan

      In September 1996, Miller established a non-qualified deferred
      compensation plan for the benefit of certain of its officers and salaried
      employees.  Miller's obligation under the deferred compensation plan is
      equal to compensation amounts deferred by employees, employer
      contributions and investment earnings on such amounts.  Miller has
      established a trust, which is the property of Miller, to fund the
      obligations under the deferred compensation contracts.  The trust has
      invested the employee deferred amounts and Miller's employer contributions
      in life insurance contracts.  Miller's investment in such insurance
      contracts is valued using the cash surrender value method and the value
      of these insurance contracts approximates Miller's obligations under the
      deferred compensation contracts.  Deferred compensation expense aggregated
      $20,119, $25,557 and $3,229 for fiscal years 1999, 1998 and 1997,
      respectively.

      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.

      The following table summarizes stock option activity:

                                           Number        Weighted Average
                                          of Shares       Exercise Price

          Outstanding at June 30, 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)            4.00

      Note E:    STOCK COMPENSATION PLANS, Continued.

          Outstanding at June 27, 1998     530,000             7.56
             Granted                        69,500             7.50
             Canceled                      (71,000)            9.77
             Exercised                     (16,500)            4.35
          Outstanding at July 3, 1999      512,000             7.35

          Exercisable at July 3, 1999      316,700             6.59

      Options outstanding at July 3, 1999 are exercisable at prices ranging from
      $2.50 to $11.25 per share and have a weighted average remaining
      contractual life of 6.20 years.  The following table summarizes
      information about stock options outstanding at July 3, 1999.

                                  Outstanding                 Exercisable
                      Number       Weighted                Number
                    Outstanding    Average     Weighted  Exercisable  Weighted
         Range of       at        Remaining    Average       at       Average
         Exercise     July 3,    Contractual   Exercise    July 3,    Exercise
          Price        1999         Life        Price       1999       Price

      $2.50 - $4.00   121,000       4.92        $3.42      113,800     $3.43
       4.01 -  5.50     5,000       3.27         5.38        2,000      5.38
       5.51 -  7.00    98,000       3.99         6.24       56,800      6.25
       7.01 -  8.50    95,000       5.92         7.70       26,100      7.45
       8.51 - 10.00    68,000       8.33         9.18       68,000      9.18
      10.01 - 11.25   125,000       8.32        10.85       50,000     10.25

                      512,000                              316,700

      At June 27, 1998 and June 28, 1997, there were exercisable options to
      purchase 150,100 and 180,600 shares at weighted average exercise prices
      of $4.85 and $4.00 per share, respectively.  The weighted average grant
      date fair value of options granted during the years ended July 3, 1999,
      June 27, 1998 and June 28, 1997 were $3.46, $3.53 and $2.89, respectively.
      As of July 3, 1999, 227,200 shares were reserved for the granting of
      future stock options, compared with 225,700 shares at June 27, 1998.  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:

                                            July 3,     June 27,     June 28,
                                             1999         1998         1997

         Pro forma net income             $2,307,878  $1,881,853   $1,458,654
         Pro forma diluted earnings
             per share                           .66         .56          .44

      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               4.68%       5.64%       6.30%
         Expected life                     4.0 years   3.4 years   3.3 years
         Expected volatility                     53%         50%         50%

      Note E:    STOCK COMPENSATION PLANS, Concluded.

      Stock Purchase Plan

      Miller has an employee stock purchase plan under which a total of 500,000
      shares of Miller'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 Miller an
      employee may acquire under the plan.  At July 3, 1999, Miller has not
      implemented the employee stock purchase plan.

      Note F:     INCOME TAXES

      The provision for income taxes is summarized as follows:

                                                      Years Ended
                                          July 3,       June 27,     June 28,
                                           1999           1998         1997
      Federal:
        Current                         $1,335,000     $ 833,000   $  934,000
        Deferred tax (credit)                5,000       239,000      (71,000)

                                         1,340,000     1,072,000      863,000
      State:
        Current                            293,000       179,000      164,000
        Deferred tax (credit)                1,000        55,000      (21,000)

                                           294,000       234,000      143,000

        Total                           $1,634,000    $1,306,000   $1,006,000

      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
                                          July 3,      June 27,     June 28,
                                           1999          1998         1997
      Computed federal income
         tax                            $1,422,000    $1,172,000  $  877,000
      Increase (decrease)
        resulting from:
          State income taxes, net
            of federal income tax
            benefit                        194,000       154,000      94,000
          Other, net                        18,000       (20,000)     35,000

             Total                      $1,634,000    $1,306,000  $1,006,000

      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
      July 3, 1999 and June 27, 1998 are as follows:


      Note F:     INCOME TAXES, Concluded.

                                                      July 3,     June 27,
                                                       1999         1998
      Current deferred tax asset (liability):
        Receivables                                $ (22,000)    $ (20,000)
        Inventories                                  106,000       110,000
        Accrued warranty                              52,000        42,000
        Other accrued liabilities                     82,000        98,000
          Total                                    $ 218,000     $ 230,000

      Long-term deferred tax asset (liability):
        Receivables                                $(112,000)    $(168,000)
        Property, plant and equipment               (129,000)     (150,000)
        Goodwill                                     (75,000)      (14,000)
        Other                                          6,000        16,000

          Total                                    $(310,000)    $(316,000)

      Note G:     NONRECURRING ITEM.

      During the fiscal year ended July 3, 1999, Miller recognized nonrecurring
      expenses of $107,366 which related to costs associated with the terminated
      efforts to explore possible merger and acquisition opportunities.

      Note H:     COMMITMENTS AND CONTINGENCIES.

      Share Repurchase Program

      On June 8, 1999, the Board of Directors authorized the repurchase of up to
      $2 million of Miller's outstanding common stock.  Shares may be purchased
      from time to time, depending on market conditions and other factors, on
      the open market or through privately negotiated transactions.  As of July
      3, 1999, Miller has acquired 177,000 shares under the share repurchase
      program.

      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 $816,055 and are
      payable as follows: 2000 - $264,042; 2001 - $220,805; 2002 - $220,805 and
      2003 - $110,403.

      Rental expense under all operating leases aggregated $338,951, $196,277
      and $97,654 for the years ended July 3, 1999, June 27, 1998 and June 28,
      1997, respectively.

      Note H:     COMMITMENTS AND CONTINGENCIES, Concluded.

      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 $1,169,000.  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 I:     ACQUISITION AND DISPOSITION OF BUSINESSES.

      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 and is being
      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 was payable in shares
      of Miller's common stock, based on United's earnings exceeding a targeted
      amount 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, on September 4, 1998, Miller paid the maximum
      additional contingent purchase price of $2,250,000 (227,082 shares of
      Miller's common stock).  The contingent purchase price was 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 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 issued 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

      Note I:     ACQUISITION AND DISPOSITION OF BUSINESSES, Concluded.

      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.

      Disposition 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 required the Buyer, as lessee, to pay
      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 J:     SUBSEQUENT EVENTS.

      On August 20, 1999, Miller entered an Asset Purchase Agreement with
      Andrew Corporation (the "Buyer") to sell certain assets used in the
      business operations of its Kansas facility.  The Asset Purchase
      Agreement also provides for the assignment of Miller's lease of its
      Kansas facility (see Note C).  The purchase price consisted of $3.5
      million from the Buyer plus the Buyer's assumption of certain
      liabilities of the Kansas operation.  The $3.5 million consisted of a
      $1.0 million base purchase price, which was paid at closing on August
      20, 1999, and a contingent purchase price of $2.5 million to be paid by
      the Buyer to Miller upon the assignment and transfer of a lease
      agreement for the Kansas facility.  The assignment and transfer of the
      lease agreement for the Kansas facility by Miller to the Buyer is
      subject to approval by the lessor, Coffey County.  The assignment and
      transfer must occur no later than May 31, 2000.  Miller expects to
      report a pre-tax gain on the sale of the Kansas business operations and
      assets of approximately $1.8 million in fiscal 2000.

      Note K:     UNAUDITED INTERIM FINANCIAL INFORMATION.

      Presented below is certain selected unaudited quarterly financial
      information for the years ended July 3, 1999 and June 27, 1998:

                         Net          Gross         Net    Earnings Per Share
                        Sales        Profit       Income     Basic  Diluted
        1999:
        Fourth       $17,694,243   $3,613,760    $834,796     $.24    $.23
        Third         14,325,764    2,489,854     490,507      .14     .14
        Second        16,400,935    2,806,420     545,163      .15     .15
        First         17,216,098    3,071,650     677,564      .19     .19

        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

      The sum of quarterly diluted earnings per share for the four quarters of
      fiscal 1998 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 July 3, 1999:

 Allowance for
  doubtful receivables    $ 50,394   $  7,656   $    -     $ 10,048(A) $ 48,002


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


(A)   Uncollectible accounts written off.








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

      Not applicable.

                                 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) The following consolidated financial statements and financial statement
schedule are included in Item 8 herein.

    (1) Financial Statements:

   Report of Independent Accountants

   Consolidated Balance Sheets at July 3, 1999 and June 27, 1998

   Consolidated Statements of Income for the years ended July 3, 1999,
   June 27, 1998 and June 28, 1997

   Consolidated Statements of Stockholders' Equity for the years
   ended July 3, 1999, June 27, 1998 and June 28, 1997

   Consolidated Statements of Cash Flows for the years ended
   July 3, 1999, June 27, 1998 and June 28, 1997

   Notes to Consolidated Financial Statements

    (2)  Financial Statement Schedule:

   II - Valuation and Qualifying Accounts

    (3) Exhibits - See Index to Exhibits

(b)     Reports on Form 8-K filed:

        No reports on Form 8-K were filed by the registrant in the last quarter
        of the 1999 fiscal year.




            MILLER BUILDING SYSTEMS, INC., AND SUBSIDIARIES

                          INDEX TO EXHIBITS

Exhibit
Number  Description of Exhibit

10.70  Second Amendment to Employment Agreement between Registrant and Edward
       C. Craig, dated September 22, 1998.

10.71  Asset Purchase Agreement between Registrant and Andrew Corporation,
       dated August 20, 1999.

10.72  Trust Agreement for the Executive Deferred Compensation Plan, dated
       September 12, 1996.

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) (b) (d) (f) (h) (I) (k)

 4.1   Specimen Common Stock Certificate

 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)

10.64    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 (q)

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

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

10.67    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. (t)

10.68    First Amendment to Employment Agreement between Registrant and Edward
         C. Craig, dated October 22, 1997. (t)(I)

10.69    Lease agreement between United Kirkwood, L.L.C. and United Structures,
         Inc., with respect to the leased property at Kirkwood, New York. (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/A-1, Date of Report - February 27, 1998
(r)      Form S-8, Date of Report - March 20, 1998
(s)      Form S-3, Date of Report - August 5, 1998
(t)      Form 10-K, for year ended June 27, 1998

(I)      Indicates a management contract or compensation plan or arrangement.





                              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 20, 1999                              \Edward C. Craig
                                                Edward C. Craig
                                                Chariman, 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              Chairman, President,      September 13, 1999
Edward C. Craig               Chief Executive Officer
                              and Director
                              (Principal Executive
                              Officer)

\Thomas J. Martini            Secretary and             September 13, 1999
Thomas J. Martini             Treasurer (Principal
                              Financial and
                              Accounting Officer)


\David E. Downen              Director                  September 13, 1999
David E. Downen


\Steven F. Graver             Director                  September 13, 1999
Steven F. Graver


\William P. Hall              Director                  September 13, 1999
William P. Hall


\Kenneth H. Granat            Director                  September 13, 1999
Kenneth H. Granat


\David H. Padden              Director                  September 13, 1999
David H. Padden


\Jeffrey C. Rubenstein        Director                  September 13, 1999
Jeffrey C. Rubenstein