<PAGE>


                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, DC  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 DECEMBER 31, 1997.

              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 Number 0-5555

                             LIBERTY HOMES, INC.
            (Exact name of registrant as specified in its charter)

       INDIANA                                  35-1174256
(State of Incorporation)           (I.R.S. Employer Identification No.)

     P.O. BOX 35, GOSHEN, INDIANA                      46527-0035
(Address of principal executive offices)               (ZIP Code)

Registrant's telephone number, including area code: (219) 533-0431

Securities registered pursuant to Section 12 (g) of the Act:

                                                Name of each Exchange
      Title of each Class                        on which registered
      -------------------                       ---------------------
      Class A Common Stock                              NASDAQ

      Class B Common Stock                              NASDAQ

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.
                                       Yes  X    No
                                          -----    -----

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (229.405 of this chapter) 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               [ X ]

As of March 13, 1998, the aggregate market value of the voting Common Stock
Class B, held by nonaffiliates (based upon the average bid and ask prices on
such date) was approximately $2,748,000.

Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date.

<TABLE>
<CAPTION>
                                                  Shares of Outstanding
             Class                                  at March 13, 1998
             -----                                  -----------------
<S>                                               <C>
Class A Common Stock, $1,00 par value                    2,257,096

Class B Common Stock, $1.00 par value                    1,730,759
</TABLE>


The Exhibit Index is located on page 14.


                                       1

<PAGE>

                                        PART I

ITEM 1.  BUSINESS

     Liberty Homes, Inc. (the "Company") was organized as an Indiana
corporation in 1970 as the successor to a business founded in 1941.  The
Company designs, manufactures and sells at wholesale throughout most of the
United States a broad line of manufactured homes under various trade names.
Constructed on a wheel-mounted under-carriage, a manufactured home is a
relocatable factory-built dwelling which, when moved to a location, properly
set up and connected to utilities, provides permanent housing.  A
manufactured home may also consist of two or more units which are moved
separately and when securely joined together are called multi-sectional
housing.

     A manufactured home is to be distinguished from a travel trailer, motor
home or other recreational vehicle which is generally used for living
accommodations during relatively short periods, primarily for vacation and
recreational purposes.

     The Company's typical manufactured home contains a living room, dining
area, kitchen equipped with range and refrigerator, two, three, four or five
bedrooms, and one or more baths complete with tub and/or shower, flush toilet
and lavatory.  The homes are equipped with central heating, carpeting, a
choice of coordinated colors and interior decoration, and a wide range of
floor plans. Single section homes are 12, 14, 15 or 16 feet wide and vary in
overall length from 36 to 80 feet (including about 4 feet for the hitch).
Multi-section homes are two or more 12, 14, 15 or 16 foot

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<PAGE>

wide sections, with overall lengths ranging from 36 to 80 feet (including
about 4 feet for the hitch).

     The Company utilizes assembly line techniques in the production of its
homes.  Lumber for walls, roofs, ceilings and floors, steel, wood or vinyl
siding, ceiling materials, windows, furniture, electrical and plumbing
fixtures, and many other items are purchased from numerous suppliers for
fabrication or assembly.  Sources of material are readily available and the
Company is not dependent upon any particular supplier for its raw materials
or component parts.

     The Company sells its products to numerous independent dealers, most of
whom also sell competing products.  In the year ended December 31, 1997, the
Company's largest dealer accounted for approximately three percent of the
Company's sales.  The Company generally manufactures its homes only after
receipt of orders from its dealers, and sales backlogs in the manufactured
housing industry are traditionally short.

     Retail prices for the Company's single section homes typically range
from approximately $29,000 to $50,000 and from approximately $25,000 to
$80,000 for multi-sections.  The Company's homes generally fall within the
lower price range of the industry.

     Manufactured homes were sold by the Company during 1997 to dealers in
most of the continental United States.  Transportation charges from the point
of manufacture to the dealer are an important factor in the cost of a
manufactured home and often influence a dealer's preference for similar
products.  In general, most retail outlets are located within a 500 mile


                                       3

<PAGE>

radius of the manufacturing facility serving the dealer.

     In each of the geographical areas in which the Company operates, it
faces direct competition from other manufacturers, some of whom are larger
than the Company and possess greater financial resources.  This group of
competitors consists of manufacturers who compete with the Company on a
national level as well as many others who are only regional in scope.
According to data from the National Conference of States on Building Codes
and Standards (NCSBCS) at the end of 1997, there were 89 companies operating
323 facilities producing manufactured housing in the United States.  Due to
transportation complexities, none of the Company's products, and very little
of the industry's product, is shipped outside the United States.  Since the
manufactured homes sold by the Company are a form of housing, changes in
factors which influence the national housing market usually affect the
Company's business, either beneficially or adversely.

     In addition, the quality and number of manufactured home parks with
space available for new homes sometimes affect the market for manufactured
homes. Manufactured home parks and placement of manufactured homes on
real-estate type scattered sites or subdivisions are generally subject to
local zoning ordinances and other local regulations.  Any limitation of the
availability of space for manufactured homes due to any cause, including such
local ordinances, could adversely affect the Company's business.

     During 1997, the Company formed Gipper Development Company, LLC, a
majority owned entity, which is developing a manufactured housing community
in Northern Indiana.  The development includes only homes manufactured by

                                       4

<PAGE>

the Company.

     In 1994, the Company formed Waverlee Homes, Inc., a majority owned
subsidiary, which operates production facilities in Hamilton and Tuscumbia,
Alabama.  This operation incorporates many state-of-the-art manufacturing
concepts and enhances the Company's ability to serve the market in the South
Central United States.

     In 1988, the Company's wholly-owned subsidiary, Irish Homes, Inc.,
commenced operations to develop subdivisions using the Company's manufactured
homes.  The homes located within subdivisions include a garage and are placed
on a foundation with landscaping, concrete and other work, performed on site
by independent contractors.

     The Company's ability to sell to its dealers is dependent to a
considerable degree upon the availability and terms of financing both to its
dealers and to the retail customers of its dealers.  Consequently, increases
in interest rates or tightening of credit through governmental action or
otherwise, could adversely affect the Company's business.  Conversely, a
lowering of interest rates or relaxation of credit restraints could improve
the Company's business.

     Because of their size and weight, manufactured homes are generally
transported by specially modified trucks.  Most states require special
permits for the movement of such homes.  Typically, these permits prescribe
the roads to be used, speed limits, hours during which travel is permitted,
types of signaling devices which must be used, and other such restrictions,
primarily for safety purposes.  Seasonal weather conditions can also be a

                                       5

<PAGE>

factor for transportation.

     The construction of manufactured homes, and the plumbing, heating and
electrical systems installed therein, are subject to the National
Manufactured Home Construction and Safety Standards promulgated by the U.S.
Department of Housing and Urban Development (HUD) pursuant to authority
granted them by the National Manufactured Home Construction and Safety
Standards Act of 1974.  HUD has also promulgated lengthy and complex
regulations to implement and enforce the construction standards, and there
are substantial penalties for deviations from the regulations.

     Dealers who purchase from the Company generally obtain inventory
financing from financial institutions (usually banks or  finance companies)
on a "floor plan" basis whereby the financial institution obtains a lien
upon, or title to, all or part of a dealer's inventory.  To assist dealers in
obtaining such financing, the Company, in accordance with trade practice,
generally enters into repurchase agreements with lending institutions whereby
the Company, during the period (generally not in excess of one year) pending
sale to a retail customer, agrees to repurchase a home so financed in the
event of the dealer's default and subsequent inability to repay the amount
borrowed from the financial institution.  In the event of repurchase, the
Company will experience a loss if the repurchase price paid to the financial
institution plus any related costs of repossession (e.g., freight, repairs)
exceed the proceeds received by the Company from resale of the home
repurchased.  The Company's losses under these dealer repurchase agreements
were not significant for 1997,

                                       6

<PAGE>

1996 and 1995.

     Retail customers often finance their purchases with funds borrowed from
banks, finance companies and savings and loan associations.  Such retail
finance arrangements sometimes call for an effective interest rate slightly
higher than that imposed for conventional home mortgage financing.

     In 1990, the Company formed a wholly-owned subsidiary, Arcadian
Financial Services, Inc., to operate as a mortgage loan broker.  After six
years of operation, the Company decided to close Arcadian during 1996.  All
mortgages written during the period of operation have been sold to secondary
financial markets, servicing released.

EMPLOYEES

     As of March 13, 1998, the Company had approximately 1,300 full-time
employees.

ITEM 2.  PROPERTIES.

LOCATION

Goshen, Indiana                        Sheridan, Oregon
Syracuse, Indiana                      Ocala, Florida
Yoder, Kansas                          Statesville, North Carolina
Dorchester, Wisconsin                  Hamilton, Alabama
  Plant #1                             Tuscumbia, Alabama
  Plant #2
Leola, Pennsylvania

     All of the Company's facilities are manufacturing facilities, except for
the Goshen, Indiana location which is the Company's executive office and
engineering and design center.

     The Company owns all of its properties in fee simple and believes that
its facilities and equipment contained therein are well maintained and


                                       7

<PAGE>

in good condition.  All of the Company's manufacturing facilities are
intended for the manufacture of manufactured homes, and in the Company's
judgment, all are adequate for their current use.

     The Company's plants currently in production are utilized during one
shift per day.

ITEM 3.  LEGAL PROCEEDINGS.

     The Company is party to various legal proceedings from the normal course
of operations.  The Company has provided for anticipated losses resulting
from the litigation.  In management's opinion, the Company has adequate legal
defenses and does not believe these suits will materially affect the
Company's operations or financial position.

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

     There were no matters submitted to a vote of security holders for the
three months ended December 31, 1997.

                                    PART II

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

     The Company's 1997 Annual Report to Shareholders is an exhibit of this
filing.  The information under the caption "Capital Stock" of the report is
incorporated by reference as Item 5 of this filing.

ITEM 6. SELECTED FINANCIAL DATA.

     The Company's 1997 Annual Report to Shareholders is an exhibit of this
filing.  The information under the caption "Selected Financial Data" of the
report is incorporated by reference as Item 6 of this filing.


                                       8

<PAGE>

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

     The Company's 1997 Annual Report to Stockholders is an exhibit of this
filing.  The information contained in this report under the title
Management's Discussion and Analysis of Financial Condition and Results of
Operations is incorporated by reference as Item 7 of this filing.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The Company's 1997 Annual Report to Stockholders is an exhibit of this
filing.  The information contained in the 1997, 1996 and 1995 consolidated
financial statements and footnotes thereto, together with the report thereon
of Crowe Chizek and Company LLP dated February 9, 1998, is incorporated by
reference as Item 8 of this filing.

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

     None.

                                  PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     Edward J. Hussey, age 80, has been President, Chairman of the Board and
a Director of the Company (or it predecessors) since 1960, and is the father
of Edward Joseph Hussey and Michael F. Hussey.

     Edward Joseph Hussey, age 50, is an attorney and a son of Edward J.
Hussey. He has been a Director of the Company since 1981, Secretary of the
Company since 1985 and was named Vice President of the Company in 1990.  In
September, 1987, he began employment with the Company on a full time basis.
Since 1975, he has been associated with the law firm of Hodges &


                                       9

<PAGE>

Davis P.C., where he is still a shareholder.

     Michael F. Hussey, age 41, has been employed by the Company since 1980.
He was named Vice President of Finance in 1984 and became a Director in 1988.
He is the son of Edward J. Hussey.

     David M. Huffine, age 49, has been a Director of the Company since 1988.
He has also held the position of President of I.M. Homes, Inc., Rocky Ford,
Colorado since 1997.  Prior thereto, he was President of Sky View Homes,
Inc., Chairman of the Board of Rampart Investigations, and Vice President of
Calumet Securities Corporation.

     Mitchell Day, age 42, has been a Director since 1995.  He has also been
President of Day Equipment Corporation, Goshen, Indiana since 1984.

     Ralph D. Ray, age 65, has been employed in various management positions
with the Company for 29 years.  He has been Treasurer of the Company since
1984.

     Dorothy L. Peterson, age 86, has been employed with the Company since
1952. She was appointed Assistant Treasurer in 1985.

     Marc A. Dosmann, age 45, joined the Company in February, 1995 as Vice
President and Chief Financial Officer.  From January, 1990 to February, 1995,
he was Corporate Controller of Leer, Inc.

     Bruce A. McMillan, age 46, has served the Company in various capacities
for 24 years.  He was appointed to the position of Vice President of Sales in
1994.

     Ronald Atkins, age 47, has served the Company in manufacturing and
purchasing functions since 1981.  During 1996, he was appointed to the


                                      10

<PAGE>

position of Vice President of Purchasing.

     Brian L. Christner, age 38, joined the Company in December 1994 as
Controller.  Previously he was Controller at Life Treatment Centers, Inc.

ITEM 11. EXECUTIVE COMPENSATION.

     The Company's Proxy Statement for the Annual Meeting of Shareholders to
be held on April 23, 1998 includes information under the caption "Executive
Compensation (SUMMARY COMPENSATION TABLE) and under the caption "Shareholder
Return Performance" (PERFORMANCE GRAPHS).  Those sections are exhibits of
this filing and are incorporated by reference as Item 11 of this filing.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The Company's Proxy Statement for the Annual Meeting of Shareholders to
be held on April 23, 1998 includes information regarding SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS.  This section is an exhibit of this filing and
is incorporated by reference as Item 12 of this filing.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     In 1997, The Company sold its product to I.M. Homes, Inc., Rocky Ford,
Colorado.  I.M. Homes is owned by David M. Huffine, a director of the
Company. Sales by the Company to I.M. Homes were arms length transactions and
represent less than one percent of the Company's sales.

                                    PART IV

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

     (a)3. EXHIBITS

     The exhibits filed with this Form 10-K are listed in the exhibit


                                      11

<PAGE>

index located on page 17.

     (b) REPORTS ON FORM 8-K

     No reports on Form 8-K were filed during the three months ended
December 31, 1997.


                                      12

<PAGE>

                                    SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                       Liberty Homes, Inc.
                                       (Registrant)


March 26, 1998                         By: /s/ Marc A. Dosmann
                                          ------------------------------------
                                       Marc A. Dosmann
                                       Vice President - CFO
                                       (Principal Financial and
                                       Accounting 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.

/s/ Edward J. Hussey                   President, Director, Chairman
-----------------------------          of the Board of Directors
Edward J. Hussey                       (Principal Executive Officer)
                                       March 26, 1998

/s/ Edward Joseph Hussey               Director, Vice President,
-----------------------------          Secretary & Assistant Treasurer
Edward Joseph Hussey                   March 26, 1998


/s/ Michael F. Hussey                  Director and Vice President - Finance
-----------------------------          March 26, 1998
Michael F. Hussey


                                      13

<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                     Pages
                                                                     -----
<S>       <C>                                                        <C>
 3(a)     Articles of Incorporation of the Company.                    *
          (File #0-5555, Form 10-K for the year ended
          December 31, 1984)

 3(b)     Amendment to Articles of Incorporation.                      *
          (File #0-5555, Form 10-Q for the quarter ended
          March 31, 1985, Exhibit 4).

 3(c)     By-laws of the Company.                                      *
          (File #0-5555, Form 10-K for the year ended
          December 31, 1987)

 10(a)    Employment Agreement between the Company                     *
          and Edward Joseph Hussey dated September
          14, 1993 (File #0-5555, Form 10-K for
          the year ended December 31, 1993).

 10(b)    Employment Agreement between the Company                     *
          and Michael F. Hussey dated September
          14, 1993 (File #0-5555, Form 10-K for
          the year ended December 31, 1993).

 10(c)    Split-Dollar Insurance Plan effective June 11,               *
          1993 between the Company and Nancy A. Parrish
          and Michael F. Hussey, Trustees for the
          Edward Joseph Hussey 1993 Irrevocable
          Trust (File #0-5555, Form 10-K for the year
          ended December 31, 1993)

 10(d)    Split-Dollar Insurance Plan effective June 11,               *
          1993 between the Company and Nancy A. Parrish
          and John P. Hussey, Trustees for the Michael F.
          Hussey 1993 Irrevocable Trust


                                      14

<PAGE>

                          EXHIBIT INDEX - CONTINUED

                                                                     Pages
                                                                     -----
 13       Annual Report to Shareholders for 1997                       16
          (Except for those portions of this report which
          are expressly incorporated by reference in this
          Form 10-K, the information contained in such
          1997 Annual Report to Shareholders is not deemed
          "filed" as part of this Form 10-K).

 21       List of Subsidiaries                                         32

 27       Financial Data Schedule                                      33

 99(a)    Executive Compensation - SUMMARY COMPENSATION
          TABLE                                                        34

 99(b)    Shareholder Return Performance - PERFORMANCE
          GRAPH                                                        35

 99(c)    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
          OWNERS                                                       36
</TABLE>

 *  Incorporated by reference


                                      15