<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, 1996.

                  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 11, 1997, 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 $3,710,514.

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

                                                      Shares of Outstanding
         Class                                          at March 11, 1997
         -----                                          -----------------

Class A Common Stock, $1,00 par value                       2,465,496

Class B Common Stock, $1.00 par value                       1,740,759

The Exhibit Index is located on page 18.


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                                        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 towed 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 towed 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 three 12, 14, 15 or 16 foot


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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.  Steel for frames, axles, tires, steel, wood or vinyl siding, lumber,
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 through its employee-salesmen to numerous
independent dealers, most of whom also sell competing products.  In the year
ended December 31, 1996, the Company's largest dealer accounted for
approximately four 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 $15,000 to $40,000 and from approximately $25,000 to $65,000 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 1996 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


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products.  In general, most retail outlets are located within a 500 mile 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 1996, there were 98 companies operating 313 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.

    In 1994, the Company formed Waverlee Homes, Inc., a majority owned
subsidiary, which operates production facilities in Hamilton and Tuscumbia,


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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 the 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 factor for
transportation.

    The construction of manufactured homes, and the plumbing, heating and
electrical systems installed therein, are subject to the National


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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.

    In 1985, HUD promulgated a regulation regarding the content of formaldehyde
in certain products used in manufactured homes.  This regulation provides, among
other things, that a warning notice regarding the health effects of formaldehyde
be posted in the home.  The Company believes that this regulation has adversely
affected the sale of its homes, although it is unable to quantify the impact on
sales.

    Additionally, in 1994, HUD promulgated regulations specifying minimum
requirements for energy loss (insulation) and structural soundness in high wind
zones of the country.  These regulations increased the cost of units sold by
varying amounts depending in which area of the United States the unit is sold.
The cost of complying with these regulations has been passed on to the consumer.

    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


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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 1996, 1995 and 1994.

    Retail customers often finance their purchases with funds borrowed from
banks, finance companies and savings and loan associations.  Such retail finance
arrangements frequently 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 11, 1997, the Company had approximately 1,250 full-time
employees.


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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.  During 1996, the Company sold idle facilities
located in Thomasville, Georgia and Leola, Pennsylvania.

    During 1996, the Company's majority owned subsidiary, Waverlee Homes, Inc.,
constructed a 100,000 square foot production facility in Tuscumbia, Alabama to
provide the Company with additional capacity to serve the South Central United
States market.

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


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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, 1996.

                                       PART II

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

    The Company's 1996 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 1996 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.

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

    Liquidity and Capital Resources - Cash and cash equivalents and short term
investments as of December 31, 1996 and 1995 totaled $23,824,000 and
$25,857,000, respectively.  Working capital was $28,172,000 at year end 1996 and
$30,724,000 at year end 1995.  There was no debt at December 31, 1996 and 1995.
Historically, the Company's financing needs have been met through funds
generated internally.

    Capital expenditures during 1996 were $7,245,000 compared to


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$9,464,000 in 1995.  Capital expenditures were made primarily to increase
manufacturing capacity, adopt new manufacturing processes and to improve
manufacturing efficiency.  The most notable item in 1996 occurred with the
construction and December opening of a production facility in Tuscumbia,
Alabama.  During 1995, a second manufacturing facility was constructed in
Dorchester, Wisconsin that began production in December of that year.

    Additionally, the Company continued its efforts to repurchase shares of its
Class A and Class B Common Stock under a program approved by its Board of
Directors in 1994 and amended in 1996.  At the end of 1996, a total of 348,000
Class A Common Shares had been repurchased and cancelled.  The Company plans to
continue such repurchases on the open market or in negotiated transactions at
management's discretion.

    During 1996, the Company sold idle plants in Georgia and Pennsylvania.  The
effect of these transactions on the results of operations is discussed below.

    During 1997, the Company anticipates that cash flow from operations and
cash reserves will be sufficient to meet the requirements for capital
expenditures, working capital, stock repurchases and dividend payments.

    Results of Operations - Net sales increased to $168,139,000 in 1996 from
$164,753,000 in 1995, a $3,386,000 or 2% increase.  The net sales in 1995 were
up $39,718,000 or 32% from $125,035,000 in 1994.  Sales for 1996 reflected the
varied market conditions experienced by the Company and the national market.  A
major decline in the Pacific Northwest market resulted in a substantial
reduction in the amount of revenue generated by the


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Company's Oregon facility.  However, strong sales growth was achieved by the
Alabama plant and the two Wisconsin plants due to market demand.  The remaining
Company plants also increased sales to balance out the Oregon facility's
decline.  The markets served by the Alabama and Kansas facilities provided the
majority of 1995 growth while the Company's sales in the remaining markets grew
at a more modest pace during that year.

    Gross profit in 1996, 1995 and 1994 was $21,356,000, $24,172,000 and
$16,872,000, respectively. Gross profit declined in 1996 as a result of the loss
of sales from the Company's Oregon plant.  Although this sales loss was replaced
by the rest of the Company, with the addition of the second Dorchester,
Wisconsin plant, the cost of running nine facilities during 1996 exceeded the
cost of running eight plants during 1995 and caused some gross profit erosion.
Service costs were also up in 1996.  The 1995 increase in gross profit was
principally due to increased sales volume.

    Selling, general and administrative expenses have grown as a result of the
Company's expanded business.  These expenses amounted to $15,845,000 in 1996,
$15,183,000 in 1995 and $11,883,000 in 1994 or 9.4%, 9.2% and 9.5% of sales,
respectively.

    Interest and other income was $2,034,000 in 1996, $1,557,000 in 1995 and
$2,575,000 in 1994.  During 1996, the Company sold its idle facilities in
Georgia and Pennsylvania for gains of $565,000 and $338,000, respectively.
Included in the 1994 amount is $936,000 of gain on the sale of the Company's
idle Texas facility.  The remaining amounts are from the investment of cash
during the year and variances are due to varying


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interest rates and the amount of cash available to invest.

    The Company had net income of $4,553,000 in 1996, compared to $6,356,000 in
1995 and $4,824,000 in 1994.  Gross profit and income declined  in 1996 due to
the shift in volume previously discussed.  The Company's second Wisconsin plant,
opened in December, 1995, continued with start-up costs during the first part of
1996, while the start-up costs of the second Alabama plant in late 1996 also had
an adverse effect on income.  The Company's financial services subsidiary,
Arcadian Financial Services, Inc., ceased operations during 1996.  The losses
associated with this closing were immaterial.  Finally, net income from the 1996
sale of idle facilities amounted to $551,000.

    Outlook and Risk Factors - The Company plans to focus on its business
expansion through productivity improvements and cost effective capital
expenditures.  The new manufacturing facility in Tuscumbia, Alabama should
facilitate the Company's growth in this market area.

    The Company believes consumer housing needs and favorable retail financing
for its homes has had a positive impact on the Company.  It should be noted,
however, sales backlogs are traditionally short, and dealer inventories do not
fluctuate substantially.  Order activity at the Company is indicative of the day
to day retail sales activity of its products.  Any changes affecting retail
customer demand, such as cost, availability of favorable credit and
unemployment, have an immediate effect on the Company's operations.

    In a practice common to the Industry, the Company participates in


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dealer financing programs which require it to repurchase homes which remain
unsold and in dealer inventory for a period of up to one year after delivery to
the dealer, if the dealer defaults on its financing obligations.  Repurchased
units are resold, although some discounting may be necessary and some loss may
occur.  Prior year losses on such repurchases have not been material nor are
they expected to be during 1997.

    The manufactured housing industry is regulated by the U.S. Department of
Housing and Urban Development (HUD).  HUD has in the past issued regulations
which affected the content and therefore cost of manufactured homes. Such
increases in cost can have an adverse effect on the industry and the Company.
However, the Company is unable to quantify the direct impact on the Company's
sales.  The likelihood of future regulatory activity by HUD is unknown and
consequently there can be no assessment of potential future adverse effects of
new HUD regulations if such regulations do occur.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

    The Company's 1996 Annual Report to Stockholders is an exhibit of this
filing.  The information contained in the 1996, 1995 and 1994 consolidated
financial statements and footnotes thereto, together with the report thereon of
Crowe Chizek and Company LLP dated February 11, 1997, is incorporated by
reference as Item 8 of this filing.

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

    None.


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                                      PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

    Edward J. Hussey, age 79, 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, Michael F. Hussey and John P. Hussey.

    Edward Joseph Hussey, age 49, 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 & Davis P.C., where he is still a
shareholder.

    Michael F. Hussey, age 40, 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 48, has been a Director of the Company since 1988.
He has also held the position of President of Sky View Homes, Inc., Rocky Ford,
Colorado since 1993.  Prior thereto he was Chairman of the Board of Rampart
Investigations, Colorado Springs, Colorado and Vice President of Calumet
Securities Corporation, Schererville, Indiana.

    Mitchell Day, age 41, has been a Director since 1995.  He has also been
President of Day Equipment Corporation, Goshen, Indiana since 1984.

    Ralph D. Ray, age 64, has been employed in various management positions
with the Company for 24 years.  He has been Treasurer of the Company since 1984.

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    Dorothy L. Peterson, age 85, has been employed with the Company since 1952.
She was appointed Assistant Treasurer in 1985.

    Marc A. Dosmann, age 44, 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 45, 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 46, has served the Company in manufacturing and
purchasing functions since 1981.  During 1996, he was appointed to the position
of Vice President of Purchasing.

    Brian L. Christner, age 37, 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 24, 1997 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 24, 1997 includes information regarding SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS.  This section is an exhibit of this


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filing and is incorporated by reference as Item 12 of this filing.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

    None.

                                       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 index
located on page 18.

    (b) REPORTS ON FORM 8-K

    No reports on Form 8-K were filed during the three months ended December
31, 1996.


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                                      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, 1997                         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, 1997

/s/ Edward Joseph Hussey     Director, Vice President,
--------------------------   Secretary & Assistant Treasurer
Edward Joseph Hussey         March 26, 1997


/s/ Michael F. Hussey        Director and Vice President - Finance
--------------------------   March 26, 1997
Michael F. Hussey


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                                    EXHIBIT INDEX

                                                                     Pages
                                                                     -----

  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



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                              EXHIBIT INDEX - CONTINUED

                                                                     Pages
                                                                     -----

  13     Annual Report to Shareholders for 1996                        20
         (Except for those portions of this report which
         are expressly incorporated by reference in this
         Form 10-K, the information contained in such
         1996 Annual Report to Shareholders is not deemed
         "filed" as part of this Form 10-K).

  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

  *  Incorporated by reference


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