`Securities and Exchange Commission
                              Washington, DC 20549

                                    FORM 10-K

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
For the fiscal year ended October 31, 2004 or

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
For the transition period from ________ to ________

                         Commission file number 0-12619

                            COLLINS INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

                  Missouri                                       43-0985160
(State or other jurisdiction of incorporation)    (I.R.S. Employer Identification Number)

15 Compound Drive, Hutchinson, Kansas                            67502-4349
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number including area code:   620-663-5551

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

      Title of each class              Name of each exchange on which registered
            None                                         N/A

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

                     Common Stock, Par Value $.10 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.

                                Yes X   No ___

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (Section  229.405 of this chapter),  is not contained  herein,
and  will  not be  contained,  to the  best of the  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.

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined under rule 12-b of the Act.) Yes __ No X .

The  aggregate  market  value of  voting  stock  held by  non-affiliates  of the
$34,704,201 as of registrant was June 15, 2005

The number of share of Common Stock outstanding on June 15, 2005 was 6,610,324`

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`PART I

Item 1.  BUSINESS


General Development of Business

Collins  Industries,  Inc. was founded in 1971 as a manufacturer of small school
buses and  ambulances  built from modified  cargo vans.  The  Company's  initial
product  was  the  first  "Type  A"  school  bus,  designed  to  carry  14 to 20
passengers.  Today the Company  manufactures  specialty vehicles and accessories
for various basic service niches of the transportation  industry.  The Company's
products include ambulances, small school buses, shuttle and mid-size commercial
buses, terminal trucks,  commercial bus chassis, road construction equipment and
industrial rental sweepers. From its inception, Collins' goal has been to become
one of the largest  manufacturers of specialty  vehicles in the U.S. The Company
has grown  primarily  through the internal  development  of new products and the
acquisition of complementary product lines.

In the U.S.,  Collins  believes that it is the largest  single  manufacturer  of
ambulances,  the second largest  manufacturer  of terminal  trucks,  the leading
manufacturer  of small school buses and a leading  manufacturer of sweepers used
in the road construction  industry. The Company sells its products under several
well-known trade names, including Wheeled Coach(R) (ambulances),  Collins Bus(R)
and  Mid  Bus(R)  (small  school  buses),  World  Trans(R)  (commercial  buses),
Capacity(R)  (terminal trucks) and  Waldon(R)/Lay-Mor(R)  (road construction and
industrial rental sweeper equipment).

Most Collins products are built to customer  specifications from a wide range of
options  offered by the Company.  Collins  sells to niche  markets  which demand
manufacturing processes too sophisticated for small job shop assemblers,  but do
not require the highly  automated  assembly line  operations of mass  production
vehicle manufacturers.  The Company emphasizes specialty engineering and product
innovation,  and it has introduced new products and product improvements,  which
include the Moduvan(R) ambulance,  the first ambulance of its size with advanced
life-support  system capability;  the Dura-Ride(R)  suspension system, the first
frame-isolating  suspension system for terminal trucks;  and the innovation of a
larger seating capacity,  Type A Super Bantam(TM) school bus capable of carrying
up to 30 passengers, one of the largest Type A school buses in the industry.

Description of Business

The Company principally manufactures and markets specialty vehicles.

See "Note 9 to the Consolidated  Financial  Statements" for quantitative segment
information.

Ambulances. The Company manufactures both modular and van-type ambulances at its
Hutchinson,  Kansas and Orlando, Florida plants. Modular ambulances are produced
by attaching an all-aluminum, box-type, patient compartment to a dual rear-wheel
cab chassis  ("Type I")


                                       1`

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`ambulance  or to a dual  rear-wheel,  van-type,  cutaway  chassis  ("Type  III")
ambulance or to a single rear-wheel  cutaway chassis  ("Moduvan")  ambulance.  A
cutaway chassis consists of only the front portion of the driver's  compartment,
engine,  drive train,  frame,  axle and wheels.  Van ("Type II")  ambulances are
cargo vans  modified to include a patient  compartment  and a raised  fiberglass
roof. Type II ambulances are smaller and less expensive than modular ambulances.

The Company also produces a limited  number of medical  support vans designed to
transport medical and life-support equipment.  Medical support vans are modified
commercial  vehicles which do not have a patient  compartment  for advanced life
support system.

Buses.  The Company  manufactures  small school and activity buses,  and certain
other commercial and shuttle buses at its Bluffton,  Ohio and South  Hutchinson,
Kansas facilities.

     School and Activity Buses. The Company manufactures small Type A school and
     activity buses which carry from 14 to 24 passengers. The majority of Type A
     school buses currently built by the Company are produced by fabricating the
     body and  mounting  it on a  vendor-supplied,  dual  rear-wheel  or  single
     rear-wheel,  cutaway  chassis.  The Company was the first  manufacturer  to
     produce a Type A school bus on this type of chassis,  which permits greater
     seating capacity than a van chassis. School and activity buses are produced
     in  compliance  with  federal,  state and local laws  regarding  school and
     activity bus vehicles.  In recent years, the Company has sold an increasing
     number  of  small  activity  buses  used  by day  care,  church  and  other
     non-profit organizations.

     Commercial  and Shuttle  Buses.  The Company  produces a limited  number of
     commercial and shuttle buses for churches, transit authorities,  hotels and
     resorts,  retirement centers,  nursing homes and similar users. These buses
     are built to customer specifications and are designed to transport 14 to 30
     passengers over short distances.

Terminal Trucks / Road  Construction  Equipment.  The Company produces two basic
models of terminal trucks at its Longview, Texas facility, the Trailer Jockey(R)
and the  Yardmaster(R).  Terminal  trucks are  designed  and built to  withstand
heavy-duty use by moving trailers and containers at warehouses, rail yards, rail
terminals and shipping ports.  Most terminal trucks  manufactured by the Company
are built to customer specifications.  The Company manufactures the entire truck
except  for major  drive  train  components  which are  purchased  from  outside
suppliers.

The road construction  equipment produced by the Company includes three and four
wheel  sweepers,  a full line of articulated  four-wheel  drive  loaders,  rough
terrain  lift  trucks,   compact  loaders  and  backhoes.   These  products  are
principally  sold in both commercial and rental markets through direct sales and
distributors throughout the United States.

Manufacturing

Manufacturing  consists of the assembly of component parts either purchased from
others  or  fabricated  internally.  With  the  exception  of  chassis,  chassis
components  and certain  terminal  truck  components  which are  purchased  from
outside  suppliers,  the Company  fabricates  the


                                       2`

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`principal components of its products. Collins' internal capabilities include CNC
gas/plasma shape cutting, robotic welding of certain subassemblies,  CNC routing
and  cabinetry  equipment,  CNC  punching  and  forming  of sheet  metal,  metal
stamping,  tooling, molding of fiberglass components,  mechanical and electrical
component assembly, upholstery, painting and finishing and Computer-Aided-Design
and Manufacturing (CAD/CAM) systems.

The Company has improved its manufacturing  facilities from time-to-time through
the  selective  upgrading of equipment  and the  mechanization  or automation of
appropriate  portions of the  manufacturing  process.  Management  believes  the
Company's  manufacturing  facilities  are in good condition and are adequate for
the purposes for which they  currently  are used.  The capacity of the Company's
current  facilities,  particularly  if operated on a multiple  shift  basis,  is
adequate to meet current needs and anticipated sales volumes.

New Products

The Company is not presently  engaged in, and does not  anticipate  engaging in,
activities  which  would  require  significant  expenditures  or use of material
amounts of assets for development of products.

Suppliers

In order to  ensure  that it has a  readily  available  supply  of  chassis  for
ambulance and bus products,  the Company has entered into consignment agreements
with General Motors Corporation  ("GMC") and Ford Motor Company ("Ford").  Under
those agreements,  chassis are kept at Company production  facilities at no cost
to the Company other than chassis storage costs.  When an individual  chassis is
selected  from the  Company's  consignment  pool for use in vehicle  production,
title to the chassis passes to the Company and the Company becomes liable to the
consignor for the cost of the chassis.  While an interruption in supply from one
source may cause a temporary  slowdown in production,  the Company believes that
it could obtain adequate numbers of chassis from alternate sources of supply.

The Company uses substantial  amounts of steel in the production of its terminal
truck  products  and  road  construction   equipment  and  certain  other  major
components  (primarily engines,  transmissions and axles). The Company also uses
large  amounts of aluminum,  steel,  fiberglass  and glass in the  production of
ambulances and buses. There is substantial  competition among suppliers for such
raw materials and components,  and the Company does not believe that a loss of a
single source of supply would have a material adverse effect on its business.

Patents, Trademarks and Licenses

The Company owns federal  registrations for most of the trademarks which it uses
on its products. The Company also owns patents on its bus body design, ambulance
design,  Dura-Ride air  suspension  system,  ambulance  warning light system and
air-activated  bus door.  The Company  believes  that its  patents are  helpful,
because they may force competitors to do more extensive design work to produce a
competitive  product.  The Company  believes that its production


                                       3`

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`techniques  and skills are as important as product  design,  and  therefore,  in
management's  opinion,  any lack of patent protection would not adversely affect
the Company's business.

Seasonality of Business

Historically, a major portion of the Company's net income has been earned in the
second  half of its fiscal year ending  October 31. The  purchasing  patterns of
school districts are typically  strongest in the summer months and this accounts
for stronger  sales of small school buses in the second half of the fiscal year.
Generally,  the Company's  sales tend to be lower in the winter months and first
half  of  the  Company's  fiscal  year  due to the  purchasing  patterns  of the
Company's  customers in general and because  purchasing  activities are normally
lower near the end of the calendar year.

Sales Terms

The Company produces the majority of its products on an order-only  basis.  Most
products  are  delivered on a cash basis.  Products  sold on a direct basis (not
through  dealers)  are sold on trade terms  common to the  respective  industry.
Finished  goods that are  reflected on the  financial  statements  are generally
completed  units that are ready for  customer  delivery.  Sales to dealers  have
generally  been  financed  for the dealers  through an  unrelated  third  party,
resulting in payment generally within days of the sale.

Customer Concentration

The  Company  has no single  customer  whose loss would have a material  adverse
effect on the Company as a whole.  During 2004, 2003 and 2002,  sales to any one
customer were not in excess of 10% of consolidated sales.

Sales Backlog

The sales backlog at October 31, 2004, was approximately  $68.5 million compared
to $46.7 million at October 31, 2003. In the opinion of management, the majority
of this sales backlog will be shipped in fiscal 2005.

Governmental Sales

The  Company  has  pursued,  and  will  continue  to  pursue,  government  sales
opportunities  as they occur.  No material  portion of the  Company's  business,
however,  is subject to  renegotiation of profits or termination of contracts or
subcontracts at the election of the government.

Marketing and Distribution

The  Company,  through  its wholly  owned  subsidiaries,  markets  its  products
throughout  the U.S.  and,  to a limited  extent,  abroad,  through  independent
dealers and distributors and the direct sales efforts of Company personnel. Each
of the Company's product groups is responsible for its own marketing  activities
and maintains independent  relationships with dealers and distributors.


                                       4`

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`Support is  provided  to dealers  and  distributors  in  bidding,  specification
writing and customer service.

The Company regularly advertises in consumer and trade magazines and other print
media and actively participates in national,  regional and local trade shows. In
addition,  Company  representatives  attend a number of national conventions and
regional  meetings of  important  constituent  groups such as school  boards and
emergency medical groups.

Competition

The markets for most of the Company's  product lines are very  competitive,  and
the Company  currently has several direct  competitors in most markets.  Some of
these competitors may have greater relative  resources.  The Company believes it
can compete successfully (i) in the ambulance market on the basis of the quality
and  price of its  products,  its  design  engineering  and  product  innovation
capabilities  and on the strength of the Wheeled  Coach brand name,  and (ii) in
the small  school bus market on the basis of its  product  price and quality and
favorable  recognition of the Collins Bus and Mid Bus brand names,  (iii) in the
road  construction  equipment  market for sweepers on the strength of its Waldon
and Lay-Mor brand names,  product quality,  price and distribution  network, and
(iv) in the  terminal  truck  market on the basis of its  Capacity  brand  name,
price,   product  quality  and  customer  demand  for  its  exclusive  Dura-Ride
suspension system.

Research and Development Costs

                                        2004             2003             2002
                                        ----             ----             ----
Research and Development Expenses     $ 82,537         $ 93,527         $198,814

This table sets forth the research and  development  costs the Company  incurred
the past three fiscal  years,  which are included in general and  administrative
expenses.  It  should  be  noted  the  Company  does  significant  research  and
development  work on the production  line.  Accordingly,  the major costs of new
programs are recorded as cost of sales and are expensed as incurred.

Regulation

The Company is subject to various laws and  regulations and all of the Company's
on-road  vehicles must satisfy  certain  standards as  established by the United
States Department of  Transportation.  Certain of its products must also satisfy
specifications   established  by  other  federal,  state  and  local  regulatory
agencies, primarily dealing with safety and performance standards.

Federal and state  authorities  have  various  environmental  control  standards
relating to air,  water,  and noise  pollution  which  affect the  business  and
operations of the Company.  For example,  these  standards,  which are generally
applicable  to  all  companies,  control  choice  of  paints,  discharge  of air
compressor,  waste water and noise emitted by factories.  Company facilities are
subject to air  permitting by the U.S.  Environmental  Protection  Agency and/or
authorized  states'  under federal  and/or state  regulations  implementing  the
federal Clean Air Act. Each of our facilities is


                                       5`

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`currently  operating  under  valid  permits.  Costs to renew  these  permits are
immaterial.  The  Company  relies  upon  certifications  obtained  from  chassis
manufacturers  with  respect  to  compliance  of  vehicles  with all  applicable
emission control standards.

With respect to employees' health and safety,  the Company is subject to various
laws  and  regulations   promulgated  by  the  Occupational  Safety  and  Health
Administration  or OSHA.  Plants are periodically  inspected by federal agencies
concerned with health and safety in the work place to ensure that company plants
comply with applicable governmental and industry standards.

The Comprehensive Environmental Response, Compensation and Liability Act of 1980
("CERCLA"),  as amended,  and other  similar state laws require the cleanup of a
hazardous waste disposal sites.  Parties that may be liable under CERCLA for the
cleanup of a hazardous  waste disposal site include the current  property owner,
the  operator,  owners and operators of the property at the time of a release of
hazardous  substances,  the arranger of the  disposal,  and the  transporter  of
hazardous  substances.  To date,  the Company has not been  notified by the U.S.
Environmental  Protection  Agency,  any state agency, or any other private party
that it is considered responsible or potentially  responsible for some aspect of
the  cleanup of any  hazardous  waste  disposal  site under  CERCLA or any other
similar state laws.

In management's  opinion,  the Company and its products are in compliance in all
material respects with all applicable  governmental  regulations.  A substantial
change in any such regulation could have a significant impact on the business of
the Company.

Employees

The Company employs  approximately  1,000 persons full time,  including officers
and administrative  personnel. No Company employees are represented by unions or
are covered by collective bargaining agreements. The Company has not experienced
any strikes or work  stoppages due to labor problems and considers its relations
with its employees to be satisfactory.

Export Sales

See "Note 9 to the Consolidated Financial Statements".

Recent Developments

Audit Committee Investigation

On January 31, 2005, the Company  announced  that it was delaying  filing of its
Form 10-K for the period ending  October 31, 2004 as Company  management and the
Audit Committee of its Board of Directors were  investigating  and analyzing the
Company's manner of establishing reserves in various worker's compensation cases
in the states of Kansas and  Florida.  The  decision to delay filing of the Form
10-K for the period  ended  October  31,  2004 was made to permit the  Company's
management and Audit Committee to complete the investigation  and


                                       6`

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`analysis,  and to  allow  its  independent  registered  public  accounting  firm
sufficient  time to  complete  the  audit  of the  Company's  October  31,  2004
financial statements.

The Audit  Committee  retained  independent  legal  counsel  and an  independent
third-party  insurance  advisor to investigate of the practices  employed by the
Company in determining  liability  reserve  estimates for self insured  worker's
compensation claims in Kansas and Florida.

Due to the complexity of calculating the reserves  required at the various dates
and the  difficulty of estimating  the reserve  amount in each case,  additional
time was needed to ensure a complete investigation.  This required the company's
annual  shareholder  meeting  to be held at a later date than  normal,  which is
traditionally the last Friday in February of each year.

The Company  obtained a waiver from its lead bank with regard to the covenant in
its credit facility that all Securities and Exchange Commission reports be filed
on a timely basis. The credit facility remains available and unaffected.

On February  22,  2005,  the  Company  announced  that it  received  notice of a
determination by NASDAQ's Listing  Qualifications Staff that it failed to comply
with NASDAQ listing  standards set forth in NASDAQ  Marketplace Rule 4310(c)(14)
due to the delayed  filing with the  Securities  and Exchange  Commission of its
annual report on Form 10-K for the period ended  October 31, 2004,  and that its
common stock would  therefore be subject to delisting  from the NASDAQ  National
Market.  On May 16, the common stock of the Company was delisted from the NASDAQ
National Market due to the delay in filing its annual report on Form 10-K.

On March 2, 2005, the Company announced that, as a result of the  investigation,
the Company would restate its  previously  issued  financial  statements for the
2003 and 2002  fiscal  years to  correct  the  manner in which the  Company  had
established and recorded these reserves.  In addition,  the Company's previously
released financial  information for fiscal 2004 will be revised. The Company and
Audit Committee have discussed the issues  surrounding the restatement  with the
Company's  independent  registered public accounting firm, KPMG LLP (KPMG). KPMG
has  informed  the  Company  and  Audit  Committee  that  they  concur  with the
restatement decision.

The Company  discovered  issues with workers'  compensation  claims for injuries
dating back to 1990. The special  investigation  revealed that Company personnel
with  responsibility  for setting reserves did so in an aggressive  manner which
caused the third-party  administrator  adjusters to recommend reserves at levels
lower than they would have  otherwise  recommended.  Personnel  also  employed a
practice  known as  stair-stepping  reserves for certain  claims.  This involves
recording  reserves initially at an amount lower than the amount the claim would
be expected to settle for and  increasing  the reserve  over time.  In addition,
several  Florida  claims that had  existed  for an  extended  period of time had
reserves which had been set artificially low and then increased  periodically to
reflect  on-going  payments to  claimants.  The accrual of these  amounts in the
period that claims were incurred  resulted in a charge to retained  earnings for
periods prior to October 31, 2001 and a reversal of reserves in subsequent years
to reflect amounts that should already have been recorded.


                                       7`

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`On May 12, 2005, the Company  announced that its Audit Committee had recommended
revised  procedures for establishing  workers'  compensation  reserves.  Revised
procedures were put in place to help ensure reserve  recommendations made by the
Third  Party  Administrator  ("TPA")  are  recorded.  Procedures  also  prohibit
inappropriate  influence  by  management  in  the  determination  of  the  TPA's
recommended reserve amounts. The revised procedures require increased accounting
oversight  to help insure  reserves are recorded in  accordance  with  generally
accepted   accounting   principles.   The  Board  of   Directors   approved  the
recommendation.  Effective July 1, 2005, the Company  purchased  guaranteed cost
workers  compensation  insurance  for the  states  in  which  it had  previously
self-insured.  The Company  continues to be  self-insured  in certain states for
workers compensation claims incurred prior to July 1, 2005.

On March 21, 2005,  the Company  reported  that the Executive  Vice  President -
Operations,  Terry L. Clark, and Chief Financial Officer,  Larry Sayre,  retired
effective March 18, 2005. April 1, 2005, Randall Swift became Vice President and
Chief Operating Officer of the Company.  On May 23, 2005, Cletus Glasener became
Vice President and Chief  Financial  Officer of the Company.  A charge to income
totaling approximately $1.1 million was recorded in the second quarter of fiscal
year 2005. This amount represents the estimated severance  obligation of the two
executives who retired.

As a result of the investigation  and review of estimated  workers  compensation
claims, the Company has restated its consolidated  financial  statements for the
fiscal years ended October 31, 2002 and 2003, and for the quarters ended January
31,  2004  through  July 31,  2004.  This  restatement  increased  net income by
$242,291,  or $.04 per share (diluted) to $1,990,124 for 2002 and by $69,912, or
$.01 per share  (diluted)  to  $1,644,865  for 2003.  The  beginning  balance in
Retained  Earnings for 2002 was reduced by  $1,443,218  to $8,891,450 to reflect
the additional worker's  compensation  liability.  Previously reported unaudited
net income for the first three  quarters of fiscal 2004 increased by $106,734 to
$1,530,207 or $.02 per share  (diluted).  Net income  reflected in the unaudited
consolidated financial statement information for the year ended October 31, 2004
contained  in the  November  22, 2004  Current  Report on Form 8-K  decreased by
$153,579.  The  opening  equity  as of  November  1, 2001 has been  restated  by
$1,443,218. All applicable financial information contained in this Annual Report
on Form 10-K gives effect to these restatements.

For  information  concerning  the  restatements,   see  Item  7  -  Management's
Discussion  and Analysis of Financial  Condition and Results of  Operations  and
Note 2 of the Notes to Consolidated Financial Statements included in Item 8.


                                       8`

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`Item 2.  PROPERTIES

The following table sets forth certain information with respect to the Company's
manufacturing  and office  facilities.  The Company owns all  properties  listed
below in fee simple, except as otherwise noted.


                                                                                                   Approximate
Location                             Use                                                           Size (sq ft)
--------                             ---                                                           ------------

Hutchinson, Kansas (1)               Corporate headquarters                                              5,000

Hutchinson, Kansas (1),(2)           Ambulance production; Office space                                196,000

South Hutchinson, Kansas (1),(3)     Small school bus and commercial bus production; Office space      247,000

Orlando, Florida (1),(4)             Ambulance products; Office space                                  311,000

                                     Terminal truck/road construction equipment production,
Longview, Texas (1),(5)              chassis
                                     production; Office space                                          180,000

Mansfield, Texas (1)                 Ambulance sales, service and distribution center                   25,000

Fairview, Oklahoma (1)               Road construction equipment fabrication and assembly;
                                     Office space                                                       74,000

Bluffton, Ohio (6)                   Small school bus and commercial bus production; Office space      186,000


(1)  This property is pledged as  collateral to secure  payment of the Company's
     debt obligations. See "Note 3 to Consolidated Financial Statements."

(2)  This  facility and certain  related  equipment  are financed by  industrial
     revenue bonds in the original principal amount of $2,000,000 in 2002 issued
     by Reno County,  Kansas under lease purchase agreements.

(3)  This  facility and certain  related  equipment  are financed by  industrial
     revenue bonds in the original  principal  amounts of $1,250,000 in 1999 and
     $3,500,000  in 1997  issued  by the City of South  Hutchinson  under  lease
     purchase  agreements.

(4)  Certain  related  equipment is financed by industrial  revenue bonds in the
     original  principal  amount of $2,000,000 in 2002 issued by Orange  County,
     Florida Industrial Development Authority under lease purchase agreements.

(5)  This  facility and certain  related  equipment  are financed by  industrial
     revenue bonds in the original principal amount of $4,200,000 in 1999 issued
     by the Longview Industrial Corporation, Longview, Texas.

(6)  This property was leased prior to being purchased for $2,000,000 on May 13,
     2005 with financing under the Company's credit facility.

The Company also leases  several other  facilities  throughout  the U.S. for the
sale  and   distribution   of   ambulances.   Although  the  Company   evaluates
opportunities  to acquire  additional  properties  at  favorable  prices as they
arise, it believes that its existing  facilities are well maintained and will be
adequate  to  service  its  needs in the  foreseeable  future.  Certain  Company
facilities  have room to expand in existing  buildings and others have land upon
which additional buildings can be constructed.

Item 3.  LEGAL PROCEEDINGS

There are no material  pending legal  proceedings,  other than ordinary  routine
litigation  incidental  to the  business,  to which the Company is a party or of
which any of its property is subject.


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`Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company did not submit any matter to a vote of security  holders  during the
fourth quarter of the fiscal year ended October 31, 2004.


                                       10`

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`PART II

Item 5. MARKET FOR THE REGISTRANT'S  COMMON STOCK,  RELATED  STOCKHOLDER MATTERS
        AND ISSUER PURCHASES OF EQUITY SECURITIES

Prior to being delisted on May 16, 2005, Collins  Industries,  Inc. common stock
was quoted on the NASDAQ Stock Market under the symbol COLL. The common stock of
the Company is  currently  traded over the  counter and is quoted  through  Pink
Sheets under the symbol  "COLL.PK." The following  table sets forth the high and
low sales  prices per share of the common  stock as reported by the NASDAQ Stock
Market.  There were 460  shareholders of record of the Company's common stock at
June 15, 2005.

                                   FISCAL 2004

                                                                Volume
        Quarter               High              Low             (000s)
  --------------------------------------------------------------------------
  First                      $5.69             $4.05             608
  Second                      6.02              4.51             401
  Third                       6.30              4.75             514
  Fourth                      5.75              4.61             433

                                   FISCAL 2003

                                                                Volume
        Quarter               High              Low             (000s)
  --------------------------------------------------------------------------
  First                      $4.45             $3.02             151
  Second                      3.91              2.94             339
  Third                       3.68              3.00             424
  Fourth                      4.50              3.23             542

During the period  covered by this  Report,  the Company did not sell any equity
securities that were not registered under the Securities Act.

During each of the fiscal  years ended  October 31, 2004 and 2003 the  Company's
annual cash dividend was $0.135 and $0.12 per share respectively and was paid on
a quarterly basis.

For  information on our equity  compensation  plans refer to Item 12,  "Security
Ownership of Certain Beneficial Owners and Management".

In the three months ended  October 31, 2004 the Company did not  repurchase  any
shares of common stock.


                                       11`

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`Item 6.  SELECTED FINANCIAL DATA
Operating History
(In thousands except share and per-share data)

Fiscal years ended October 31,                      2004         2003(a)        2002(a)         2001(b)        2000(b)
                                                    ----         -------        -------         -------        -------
                                                              (as restated)  (as restated)   (as restated)  (as restated)

Sales                                          $  208,203     $  204,618      $  200,843     $  207,626      $  220,912
Cost of Sales                                     184,128        181,608         177,705        183,143         194,141
  Gross profit                                     24,075         23,010          23,138         24,483          26,771
Selling, general and administrative
  (includes research & development)                19,263         18,653          18,387         19,625          20,725
Income from operations                              4,812          4,357           4,751          4,858           6,046
Other income (expenses):
  Interest, net                                    (1,472)        (1,728)         (1,527)        (2,056)         (1,743)
  Other, net                                          521              6              26             27             125
Income before provision for income taxes            3,861          2,635           3,250          2,829           4,428
Provision for income taxes                          1,530            990           1,260            950           1,210
Net income                                     $    2,331     $    1,645      $    1,990     $    1,879      $    3,218

Earnings per share - diluted:                  $      .38     $      .24      $      .29     $      .26      $      .42
Dividends per share                            $    .1350     $    .1200      $    .1200     $    .1425      $    .1800
Weighted average shares outstanding-
  Diluted                                       6,211,112      6,855,955       6,854,222      7,131,734       7,574,915
Depreciation and amortization                  $    3,393     $    3,320      $    3,506     $    3,525      $    3,099

Financial Position
(In thousands, except share and per-share data)


As of October 31,                                   2004         2003(a)        2002(a)         2001(b)        2000(b)
                                                    ----         -------        -------         -------        -------
                                                              (as restated)  (as restated)   (as restated)  (as restated)

Current assets                                 $   54,570     $   47,267      $   48,850      $  45,708      $   55,451
Current liabilities                                35,918         28,879          30,630         28,372          36,238
Working capital                                    18,652         18,388          18,220         17,336          19,213
Total assets                                       80,727         74,705          77,476         70,744          81,602
Long-term debt and capitalized leases
  (less current maturities)                        18,515         16,730          19,396         15,124          19,016
Shareholders' investment                           24,769         27,763          26,335         26,287          25,732
Book value per share                                 3.89           3.83            3.70           3.61            3.47

Financial Comparisons
Fiscal years ended October 31,                      2004         2003(a)        2002(a)         2001(b)        2000(b)
                                                    ----         -------        -------         -------        -------
                                                              (as restated)  (as restated)   (as restated)  (as restated)

Gross profit margin                                  11.6%          11.2%           11.5%           11.8%           12.1%
Net profit margin                                     1.1%           0.8%            1.0%            0.9%            1.5%
Selling, general and administrative
 (including R&D) as percent of sales                  9.2%           9.1%            9.2%            9.5%            9.4%
Long-term debt and capitalized leases
 to shareholders' investment                        0.7:1          0.6:1           0.7:1           0.6:1           0.7:1
Manufacturing space (000's square feet)             1,022          1,108           1,108           1,108           1,108
Common stock repurchased                       $    5,344     $      195      $    1,749      $      908     $       539
Capital expenditures                           $    1,837     $    3,131      $    3,004      $    1,687     $     1,763

(a) For information on the effects of the restatement see Note 2 of Notes to the
Consolidated Financial Statements.
(b) Certain  changes  have been made to results in these years as  discussed  in
Note 2 of Notes to the Consolidated Financial Statements. Earnings per share was
previously  reported as $.33 in 2001 and $.55 in 2000. Net Income was previously
reported  as $2,382  in 2001 and  $4,158 in 2000.  Shareholders  Investment  was
previously reported as $27,730 in 2001 and $26,673 in 2000.


                                       12`

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

RESTATEMENT OF FINANCIAL STATEMENTS

On March 2, 2005,  the  Company  announced  that,  as a result of the  Company's
investigation  of its self-insured  reserves for estimated  worker  compensation
claims in the states of Florida  and  Kansas,  the  Company  would  restate  its
previously  issued  financial  statements  for the 2003 and 2002 fiscal years to
correct the manner in which the  Company  had  established  and  recorded  these
reserves.  In addition,  the Company's previously released financial information
for fiscal 2004 will be revised.

The following  table  identifies  the  adjustments  made to  previously-released
consolidated financial statements:

                                                                                           Periods Prior
Description of Adjustments                                                                      to
($ In thousands)                                       2004(1)       2003         2002         2002
--------------------------------------------------------------------------------------------------------

Workers Compensation Reserve Adjustments(2)           $  612       $    24       $ 411      $  (2,359)
Workers' Compensation Premium Increase (3)               (37)            -           -              -
Environmental Reserve Accrual (4)                        (59)            -           -              -
Uncollectible Rebates (5)                                (55)           (6)          -              -
Other Accrued Expenses (6)                              (605)           82         (19)           (14)
---------------------------------------------------------------------------------------------------------
  Total pre-tax impact                                $ (144)      $   100       $ 392      $  (2,373)
  Income tax (7)                                         (10)          (30)       (150)           930
---------------------------------------------------------------------------------------------------------
Total Net Income Impact                               $ (154)      $    70       $ 242      $  (1,443)
---------------------------------------------------------------------------------------------------------

(1)  These amounts have been revised by the Company for the quarters ended
     January 31, 2004, April 30, 2004 and July 30, 2004 on Form 10-Q and
     financial statement information for the year ended October 31, 2004
     compared to what was previously furnished in the November 22, 2004 Current
     Report on Form 8-K.

(2)  Adjustments to workers' compensation liability reserves which had not
     previously been recorded. These adjustments are reflected in cost of sales
     on the income statement and accrued expenses and other current liabilities
     on the balance sheet. Adjustments in 2004, 2003 and 2002 also reflect
     reversal of expense recorded in those years which should have been recorded
     in prior periods.
     Consolidated Statements of Income and Comprehensive Income: Adjustment
     decreased (increased) cost of sales by the amounts set forth in this table.
     Consolidated Balance Sheets: Adjustment increased accrued expenses and
     other current liabilities by $1,312, $1,923 and $1,948, at October 31,
     2004, 2003 and 2002, respectively.

(3)  In January 2005 the Company received a notice that its State of Ohio
     Workers compensation premium attributable to fiscal year 2004 would
     increase by $37.
     Consolidated Statements of Income and Comprehensive Income: Adjustment
     increased cost of sales by the amounts set forth in this table.
     Consolidated Balance Sheets: At October 31, 2004, adjustment increased
     accounts payable by $37.

(4)  In February 2005, the Company received notice from its counsel that amounts
     previously recorded for potential environmental liabilities were
     understated. Such amounts were increased by $59. This adjustment is
     reflected in cost of sales on the income statement and accounts payable on
     the balance sheet.
     Consolidated Statements of Income and Comprehensive Income: Adjustment
     increased cost of sales by the amounts set forth in this table.
     Consolidated Balance Sheets: At October 31, 2004, adjustment increased
     accounts payable by $59.

(5)  Relates to corrections to the estimate of rebate collectibility at October
     31, 2004.


                                       13`

---

`Consolidated Statements of Income and Comprehensive Income: Adjustment
     increased cost of sales by $55 in 2004 and $6 in 2003.
     Consolidated Balance Sheets: At October 31, 2004 and 2003, adjustment
     decreased receivables by $61 and $6, respectively.

(6)  The 2004 items relate to several miscellaneous adjustments primarily
     revising estimated accruals to actual expense. The 2004 items include legal
     reserve accruals ($340), employee medical expense accruals ($200), facility
     expenses ($10), product returns ($17), product concessions expense ($10),
     and reversal of product liability expense ($85) partially offset by lower
     actual employee bonuses ($34), and lower audit fees ($25).
     Consolidated Statements of Income and Comprehensive Income: Adjustments
     decreased sales by $13, increased cost of sales by $400 and increased
     selling, general and administrative expenses by $191.
     Consolidated Balance Sheets: At October 31, 2004, adjustment increased
     accrued expense and other current liabilities by $216, increased accounts
     payable by $295, increased inventories by $11 and decreased receivables by
     $56. An additional entry related to subsequent payments for goods and
     service made in 2005 related to 2004 increased inventories and accounts
     payable by $113, respectively.

     The 2003 items primarily include corrections to facility expenses ($35),
     product concessions ($14) offset by lower product liability expense ($85),
     lower actual employee bonuses ($3), and lower accounts receivable allowance
     expense ($43).
     Consolidated Statements of Income and Comprehensive Income: Adjustments
     decrease sales by $29, increased cost of sales by $20 and decreased
     selling, general and administrative expenses by $132 in 2003.
     Consolidated Balance Sheets: At October 31, 2003, adjustment decreased
     accrued expense and other current liabilities by $111, increased accounts
     payable by $35, decreased receivables by $53 and increased inventories by
     $26.

     The 2002 items primarily include corrections to increase accounts
     receivable allowance expense ($43) partially offset by lower actual
     employee bonuses ($22), and lower product concessions expense ($2).
     onsolidated Statements of Income and Comprehensive Income: Adjustments
     increased sales by $4, increased cost of sales by $2 and increased selling,
     general and administrative expense by $21 in 2002.
     Consolidated Balance Sheets: At October 31, 2002, adjustment decreased
     receivables by $56, and decreased accrued expense and other current
     liabilities by $23.

     The adjustment to periods prior to 2002 is increased product concessions
     expense by $14 and is reflected as a $28 decrease to sales and a $14
     decrease to cost of sales in the Consolidated Statements of Income and
     Comprehensive Income in 2001. Receivables decreased $28 and inventories
     increased $14 in the Consolidated Balances Sheet as of October 31, 2001.

     Amounts in 2004, 2003 and 2002 also reflect adjustments for expenses
     recorded in those years which should have been recorded in prior periods.

(7)  Relates to approximately $40 of income tax benefit related to the
     adjustments described above, offset by $50 of additional estimated income
     tax expense in 2004. Tax amounts for 2003 and 2002 represent the tax effect
     due to the adjustments.
     Consolidated Statements of Income and Comprehensive Income: Adjustment
     increased income taxes by the amount set forth in this table.
     Consolidated Balance Sheets: At October 31, 2004, adjustment increased
     accounts payable by $50. The cumulative effect of all entries increased
     prepaid expenses and other current assets by $790, $750 and $780 for the
     years ended October 31, 2004, 2003 and 2002, respectively.


This restatement  increased net income by $242,291,  or $.04 per share (diluted)
to $1,990,124  for 2002 and $69,912,  or $.01 per share  (diluted) to $1,644,865
for 2003. The balance in Retained Earnings as previously reported at October 31,
2001 was reduced by $1,443,218 to $8,891,450 to reflect the additional  worker's
compensation  reserves  which  should  have been  recorded  in earlier  periods.
Previously  reported unaudited net income for the first three quarters of fiscal
2004


                                       14`

---

`increased  by $106,734 to  $1,530,207  or $.02 per share  (diluted).  Net income
reflected in the unaudited  consolidated financial statement information for the
year ended October 31, 2004 furnished in the November 22, 2004 Current Report on
Form 8-K  decreased by $153,579.  The opening  equity as of November 1, 2001 has
been restated by $1,443,218.  All applicable financial  information contained in
this Annual Report on Form 10-K gives effect to these restatements.





RESULTS EXPRESSED AS A PERCENTAGE OF SALES

The following  discussion and analysis  provides  information  which  management
believes  is  relevant  to an  assessment  and  understanding  of the  Company's
consolidated  results of operations  and  financial  condition.  The  discussion
should be read in conjunction  with the  consolidated  financial  statements and
notes thereto.

                                                                  2004                2003                2002
                                                                  ----                ----                ----
                                                                                  As Restated          As Restated
Sales                                                            100.0%              100.0%              100.0%
Cost of sales                                                     88.4                88.8                88.5
                                                                  ----               -----                ----
         Gross profit                                             11.6                11.2                11.5

Selling, general and administrative expenses                       9.3                 9.1                 9.2
Research and development expenses                                  0.0                 0.0                 0.0
                                                                   ---                 ---                 ---

         Income from operations                                    2.3                 2.1                 2.3

Other income(expense):
    Interest, net                                                 (0.7)               (0.8)               (0.7)
    Other, net                                                     0.3                 0.0                 0.2
                                                                   ---                 ---                 ---

         Income before provision for income taxes                  1.9                 1.3                 1.8

Provision for income taxes                                         0.8                 0.5                 0.7
                                                                   ---                 ---                 ---

         Net income                                                1.1%                0.8%                1.1%
                                                                   ====                ====                ====



OVERVIEW

General

Collins  Industries,  Inc. is a manufacturer of specialty vehicles and has three
reportable segments:  ambulances,  buses and terminal  trucks/road  construction
equipment.  The ambulance  segment  produces modular and van type ambulances for
sale to hospitals,  ambulance services,  fire departments and other governmental
agencies.  The bus segment  produces  small school buses,  commercial  buses and
shuttle buses for sale to schools, hotel shuttle services, airports, and other


                                       15`

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`governmental agencies.  The terminal trucks/road  construction equipment segment
produces   off-road   trucks  designed  to  move  trailers  and  containers  for
warehouses,  truck terminals,  rail yards, rail terminals and shipping ports and
produces a line of road  construction  equipment.  Each of the Company's product
groups is responsible for its own marketing activities and maintains independent
relationships with dealers and distributors.

The accounting  policies of the segments are the same as those  described in the
summary  of  significant  accounting  policies  of the  "Notes  to  Consolidated
Financial Statements." The Company evaluates performance based on profit or loss
from operations before income taxes not including nonrecurring gains and losses.
For the fiscal years ended  October 31,  2003,  and 2002  nonrecurring  gains or
losses were not material and as such have no impact on this analysis. For fiscal
year 2004 the Company had a nonrecurring  pretax gain on sale of property in the
amount of $466,733.

The Company  accounts for  intersegment  sales and  transfers as if the sales or
transfers  were to third  parties,  with all  intercompany  sales  eliminated in
consolidation.

The  Company's  reportable  segments  are  strategic  business  units that offer
different  products  and  services.  They are managed  separately  because  each
business requires different technology and marketing strategies.

The sales backlog at October 31, 2004, was approximately  $68.5 million compared
to $46.7 million at October 31, 2003. In the opinion of management, the majority
of this sales backlog will be shipped in fiscal 2005.

Ambulance Segment

The Company's  ambulance  segment is the most significant of the Company's three
reportable segments.  The ambulance segment is dependent on a number of factors,
including  replacement cycles of ambulances,  budgetary  constraints of Federal,
municipal and other governmental  agencies,  the age and health  demographics of
medical patients,  capital spending trends and interest rates for capital goods.
Most ambulance  sales are made on a competitive  bid basis to public and private
ambulance services, fire departments, hospitals and other governmental agencies.
Substantially   all  ambulance   sales  are  based  on  and  built  to  customer
specifications.  The Company  markets its products  through a direct sales force
and to a lesser extent through a dealer network throughout the U.S. and abroad.

The Company  produces  ambulances in Florida and Kansas and the  ambulances  are
generally  completed in 60-90 days depending on the complexity of the particular
ambulance.  Chassis,  purchased  components  and  raw  materials  are  the  most
significant ambulance  manufacturing costs. Ambulances are produced on a variety
of chassis  purchased from  manufacturers  such as Ford and General Motors. As a
result,  the ambulance  segment is dependent upon an adequate supply and flow of
chassis from its principal  chassis  suppliers.  The Company  maintains  chassis
consignment pool  arrangements  with both GM and Ford and generally  maintains a
90-120 day supply of chassis in its consignment  pools. While an interruption in
supply from one source may cause a temporary  slowdown in products,  the Company
believes that it could obtain adequate


                                       16`

---

`numbers of chassis from alternate sources of supply.  In certain cases,  chassis
may be supplied by a customer.  Other key  production  components  of ambulances
include  aluminum,  steel,  lights  and  light  bars,  wood,  laminates,  paint,
electrical  wire and  components.  The  Company  generally  does not enter  into
long-term  production  contracts for ambulances  that would require  contractual
provisions for cost adjustments.



Bus Segment

In 2004,  the  Company's bus segment was its third most  significant  reportable
segment.  Key business drivers of the bus segment  include,  among other things,
the replacement cycle of buses,  transportation  budgets of school districts and
other non-profit  organizations,  capital spending trends and interest rates for
capital goods.  Bus sales are generally  made on a competitive  bid basis either
through the  Company's  dealer  network or directly to an end user for  national
account  customers.  Substantially  all bus  sales  are  based  on and  built to
customer  specifications.  Additionally,  school buses are  manufactured to meet
state  specifications which vary by state. The majority of the bus segment sales
are  small  Type-A  buses  sold to either  school  districts  or large  contract
carriers for school  districts.  In recent  years,  many states have adopted new
laws that will prohibit or severely  limit the public use of  14-passenger  vans
("non-conforming  vans").  Consequently,  public  and  private  schools,  public
agencies,   churches  and  similar   organizations  have  begun  replacement  of
non-conforming  vans with small school buses.  As a result,  the Company expects
the  replacement  cycle in this new market  segment to continue to increase over
the next several  years.  In recent  years,  the Company has sold an  increasing
number of small  activity  buses used by day care,  church and other  non-profit
organizations.

The  Company  produces  buses in Kansas  and Ohio and the  buses  are  generally
completed  in 30-60 days  depending on the  complexity  of the  particular  bus.
Chassis,  purchased  components and raw materials are the most  significant  bus
manufacturing  costs. Buses are principally produced on Ford, General Motors and
International  chassis.  As a  result,  the bus  segment  is  dependent  upon an
adequate supply and flow of chassis from its principal  chassis  suppliers.  The
Company  maintains  chassis  consignment pool arrangements with both GM and Ford
and generally maintains a 90-120 day supply of chassis in its consignment pools.
While an interruption  in supply from one source may cause a temporary  slowdown
in  products,  the Company  believes  that it could obtain  adequate  numbers of
chassis  from  alternate  sources of supply.  In certain  cases,  chassis may be
supplied by a customer.  Other key production components of buses include steel,
lights,  wood,  windows,  paint and electrical wire and components.  The Company
generally  does not enter into  long-term  production  contracts  for buses that
would require contractual provisions for cost adjustments.

Terminal Truck/Road Construction Segment

Product sales of terminal trucks and road  construction  units were  principally
driven by  freight  volume  trends  in the  intermodal,  trucking,  warehousing,
stevedoring  operations  and  construction  spending.  Other key drivers of this
segment include capital spending and interest rate trends,  highway construction
budgets and international currency exchange rates. This segment's


                                       17`

---

`products  are sold direct to end  customers  and  through  dealer  networks  and
distributors,  depending on the particular  product and unit volumes. A majority
of this  segment's  products  are sold on a  competitive  bid basis and terminal
trucks are generally  manufactured  based on the particular  specifications  and
requirements of the end customer. A significant majority of the trucks are built
for  off-highway  use in rail  yards,  ports  and  warehouses  and  distribution
centers.  After-market  sales of parts to the terminal  truck/road  construction
market customer base are also a key source of revenue to this segment.

The Company produces its terminal truck/road construction equipment in Texas and
certain  other road  construction  equipment  in  Oklahoma.  These  products are
generally  manufactured within a 30-60 day timeframe depending on the complexity
of the particular  product.  The most  significant  manufacturing  costs are the
engines, transmissions,  axles and raw steel components. Other key manufacturing
components include windows, hydraulic components,  paint and electrical wire and
components.  The  Company  generally  does not enter into  long-term  production
contracts  for terminal  truck/road  construction  products  that would  require
contractual provisions for cost adjustments.

See "Note 9 to the Consolidated  Financial  Statements" for quantitative segment
information.

RESULTS OF OPERATIONS

Fiscal 2004 Compared to Fiscal 2003

     Sales

Ambulance Segment

In fiscal 2004,  the ambulance  segment sales were $83.2 million or 40.0% of the
Company's  consolidated sales compared to $96.5 million or 47.1% in fiscal 2003.
Unit volume sales of ambulance products decreased 15% in fiscal 2004 compared to
2003.  This decrease was  principally  due to budgetary  curtailments by certain
municipalities  and national  not-for-profit  organizations.  Ambulance products
selling  prices  increased  approximately  1% in fiscal 2004  compared to fiscal
2003. This increase principally resulted from normal price increases required to
offset  increases in chassis costs,  raw materials and direct labor and a change
in product  mix.  Segment  pretax  profits  from  ambulance  products  decreased
approximately  36% in fiscal 2004  compared to 2003.  Substantially  all of this
decrease  was a  result  of lower  sales  volumes.  However,  the  decrease  was
partially  offset by higher  purchase  discounts  and  incentives  from  chassis
manufacturers and by production efficiencies achieved from automation of certain
manufacturing operations as discussed below.

Bus Segment

In fiscal 2004,  bus segment  sales were $57.6 million or 27.7% of the Company's
consolidated  sales  compared  to $66.6  million  or 32.6% in fiscal  2003.  The
decrease  was  principally  the  result  of  customer-supplied  chassis  for bus
products.  Sales of bus products were reduced by approximately $25.1 million for
the fiscal  year ended  October 31,  2004 due to  customer-supplied


                                       18`

---

`bus chassis compared to a reduction of approximately  $10.0 million for the same
period last year. Units with customer-supplied chassis for the fiscal year ended
October 31, 2004 amounted to 57% of bus units  produced  compared to 22% for the
same period last year.  Unit volume  sales of bus  products  increased  by 7% in
fiscal 2004.  This increase was  principally  due to increased sales to day-care
providers  and  church-related  organizations.  The  average  unit  price of bus
products  decreased by approximately  19% in fiscal 2004.  Substantially  all of
this decrease  resulted from the impact of  customer-supplied  chassis discussed
above.

In fiscal 2003, the Kansas bus plant completed  mechanization  projects and made
major  product  and  manufacturing  process  improvements.  These  projects  and
improvements were significant  factors for the increased bus margins achieved in
both fiscal 2004 and 2003.  Segment pretax profits from bus products improved by
approximately 39% in fiscal 2004 compared to 2003.

Terminal Truck/Road Construction Segment

In fiscal 2004, the terminal  truck/road  construction  segment sales were $67.4
million or 32.4% of the Company's  consolidated  sales compared to $41.5 million
or 20.3% in fiscal 2003. Unit volume sales of terminal  truck/road  construction
products increased 55% in fiscal 2004. This unit volume increase was principally
due to the impact of additional export sales associated with foreign stevedoring
operations,  the changes in currency exchange rates,  greater market penetration
and higher domestic sales to intermodal and warehousing customers.  This segment
also  experienced  a rebound in the number of road sweepers sold to the domestic
rental  market.  The  average  unit price of  terminal  truck/road  construction
products  increased by 5% in fiscal 2004 compared to fiscal 2003.  Substantially
all of this increase  related to the product mix of terminal  truck products and
unit price increases  required to offset higher steel and major component prices
of suppliers.

Segment pretax profits from terminal truck/road  construction  products improved
by 211% in fiscal 2004 compared to 2003. These improvements were principally due
to the higher unit volumes and product mix.

Selling, General and Administrative Expenses

Selling,  general and administrative expenses for fiscal 2004 were $19.2 million
(9.2% of sales)  compared to $18.6 million (9.1% of sales) in fiscal 2003.  This
increase principally resulted from higher sales volumes.

Other Income (Expense)

Interest  expense  decreased  to $1.5  million in fiscal  2004  compared to $1.7
million in fiscal 2003.  This  decrease was  principally  a result of an overall
decrease of the Company's average borrowings throughout most of fiscal 2004.

Other  income for the fiscal year ended  October 31, 2004 was $.52  million.  Of
this amount,  $.47 million resulted from gains from sales of buildings and land.
Theses  properties  were  comprised of excess  office space in Kansas and excess
manufacturing space in Alabama. These properties


                                       19`

---

`were not  replaced.  Although  the Company  evaluates  opportunities  to acquire
additional  properties at favorable  prices as they arise,  it believes that its
existing  facilities  are well  maintained  and will be  adequate to service its
needs in the foreseeable future.  Certain Company facilities have room to expand
in existing  buildings and others have land upon which additional  buildings can
be constructed.



Provision for Taxes

Income tax expense in fiscal 2004 was $1.5  million  compared to $1.0 million in
fiscal  2003,  while  income tax expense as a  percentage  of pretax  income was
approximately 39% and 38%, respectively.

Net Income

The  Company's  net income in fiscal 2004  increased to $2.3  million  ($.38 per
share-diluted) compared to $1.6 million ($.24 per share-diluted) in fiscal 2003.
The overall  increase was  principally due to higher profit  contributions  from
terminal  truck/road  construction  and bus products,  lower  interest costs and
aggregate  after tax gains of $292,000  ($.05 per share - diluted) from the sale
of properties in the first and fourth quarter of fiscal 2004. These improvements
were partially  offset by lower profit  contributions  from ambulance  products.
Diluted  earnings per share for the fiscal year ended October 31, 2004 were also
impacted by the Company's purchase of approximately 14% of its  then-outstanding
common stock in December 2003 ($.05 per share - diluted).

Fiscal 2003 Compared to Fiscal 2002

     Sales

Ambulance Segment

In fiscal 2003,  the ambulance  segment sales were $96.5 million or 47.2% of the
Company's  consolidated sales compared to $95.5 million or 47.6% in fiscal 2002.
Unit volume sales of ambulance products decreased 14% in fiscal 2003 compared to
2002. This decrease was principally due to a large non-recurring  export sale of
ambulances in fiscal 2002.  Ambulance  products  selling prices increased 17% in
fiscal 2003 compared to fiscal 2002. This increase principally resulted from the
impact of a greater  number of customer  furnished  chassis in 2002  compared to
2003. The impact of non-recurring, large export sale in fiscal 2002 and a change
in product mix,  were the  principal  reasons for lower profit  margins from the
ambulance segment.

Bus Segment

In fiscal 2003,  bus segment  sales were $66.6 million or 32.6% of the Company's
consolidated  sales  compared  to $66.3  million or 33.0% in fiscal  2002.  Unit
volume sales of bus products  decreased by 3% in fiscal 2003.  This decrease was
principally  due to  the  overall  weakness


                                       20`

---

`in the school bus  transportation  markets,  school budgetary  constraints and a
general  weakness in the U.S.  economy.  The average  unit price of bus products
increased by 4% in fiscal 2003 principally as a result of product mix changes.

In fiscal 2003 the Kansas bus plant  completed  mechanization  projects and made
major  product  and  manufacturing  process  improvements.  These  projects  and
improvements  were the principal  reasons for the increased bus margins achieved
in fiscal 2003.


Terminal Truck/Road Construction Segment

In fiscal 2003, the terminal  truck/road  construction  segment sales were $41.5
million or 20.3% of the Company's  consolidated  sales compared to $39.0 million
or 19.4% in fiscal 2002. Unit volume sales of terminal  truck/road  construction
products  increased 7% in fiscal 2003. These unit volume  increases  principally
resulted from higher sales to  intermodal,  domestic  stevedoring,  trucking and
warehousing  customers.  Additionally,  the Company experienced a rebound in the
road sweepers sold to the domestic rental market. Average unit selling prices of
terminal truck/road  construction products decreased less than 1% in fiscal 2003
compared to fiscal 2002.

Segment pretax profits from terminal truck/road  construction  products improved
by 39% in fiscal 2003 compared to 2002. These  improvements were principally due
to the higher unit volumes and product mix.

Selling, General and Administrative Expenses

Selling,  general and administrative expenses for fiscal 2003 were $18.6 million
(9.1% of sales)  compared to $18.2 million (9.1% of sales) in fiscal 2002.  This
increase principally resulted from higher sales volumes.

Other Income (Expense)

Interest  expense  increased  to $1.7  million in fiscal  2003  compared to $1.5
million in fiscal 2002.  This  increase was  principally  a result of an overall
increase of the  Company's  average  borrowings  throughout  most of fiscal 2003
required to support higher levels of inventory and capital expenditures financed
by Industrial Revenue Bonds.

Provision for Income Taxes

Income tax expense in fiscal 2003 was $1.0  million  compared to $1.3 million in
fiscal  2002.  Income tax expense as a  percentage  of pretax  income was 38% in
fiscal 2003  compared to 39% in fiscal 2002.  Income tax expense as a percent of
pretax income decreased  principally as a result of lower state income taxes and
non-deductible expenses.

Net Income


                                       21`

---

`The  Company's  net income in fiscal 2003  decreased to $1.6  million  ($.24 per
share-diluted) compared to $2.0 million ($.29 per share-diluted) in fiscal 2002.
The overall  decrease was  principally  due to lower profit  contributions  from
ambulance  products  and  increased  interest  expense.   These  decreases  were
partially offset by the impact of higher profit contributions from bus products,
and lower corporate expenses.

LIQUIDITY AND CAPITAL RESOURCES

Historically,  the Company has principally relied on internally generated funds,
supplier financing,  bank borrowings and industrial revenue bonds to finance its
operations and capital expenditures.  The Company's working capital requirements
vary from period to period  depending on the  production  volume,  the timing of
vehicle deliveries and the payment terms offered to its customers.

Cash  provided by  operations  was $5.4 million in fiscal 2004  compared to $4.6
million in fiscal 2003.  Principal sources of the cash provided by operations in
fiscal 2004 were from  Company  profits and  increases  in accounts  payable and
accrued expenses. These sources of cash from operations were partially offset by
increases in accounts receivable and inventories.  Accounts receivable increased
primarily  as a  result  of  higher  foreign  sales in the  terminal  truck/road
construction equipment segment.

Cash  provided by  operations  was $4.6 million in fiscal 2003  compared to $4.7
million in fiscal 2002.  Principal sources of the cash provided by operations in
fiscal 2003 were from  Company  profits and  decreases  of accounts  receivable.
These sources of cash from  operations  were offset by increases in  inventories
and decreases in accounts payable (net of controlled disbursements).

Cash used in investing  activities  was $1.3 million in fiscal 2004  compared to
$3.2  million in fiscal  2003.  In fiscal 2004,  the  principal  use of cash for
investing purposes was for capital expenditures of $1.8 million partially offset
by $0.6 million in proceeds  from the sale of properties in the first and fourth
quarter of fiscal 2004.  The Company made  capital  expenditures  related to the
ambulance  segment in fiscal 2004 and 2003,  of $0.9  million and $2.7  million,
respectively.  The majority of these  expenditures  related to the automation of
certain  cabinet  and metal  fabrication  operations  in the  Florida and Kansas
plants.  The Company  expects these  expenditures  to improve the quality of its
products and to reduce its overall production costs.

Cash used in investing  activities  was $3.2 million in fiscal 2003  compared to
$3.0  million in fiscal  2002.  In fiscal 2003,  the  principal  use of cash for
investing purposes was for capital  expenditures  associated with the automation
of certain ambulance  production.  The Company made capital expenditures related
to the  ambulance  segment in fiscal  2003 and 2002,  of $2.7  million  and $2.0
million,  respectively.  The  majority  of  these  expenditures  related  to the
automation of certain  cabinet and metal  fabrication  operations in the Florida
and Kansas plants. The Company expects these expenditures to improve the quality
of its products and to reduce its overall production costs.

Cash used in financing  activities  was $4.0 million in fiscal 2004  compared to
$1.7 million in fiscal 2003. In fiscal 2004, the principal  sources of cash from
financing activities related to $4.7


                                       22`

---

`million in additional debt financed by the Company's  revolving debt credit line
and $0.4 million  advanced from Industrial  Revenue Bonds issued in fiscal 2002.
These  sources of cash from  financing  activities  were offset by the Company's
repurchase and retirement of common stock of $5.3 million,  repayment of debt of
$2.9 million and the payment of cash  dividends  of $.9 million.  At October 31,
2004,  cash balances  included  restricted  funds of $.4 million  related to the
unused proceeds from the new Industrial Revenue Bonds issued in fiscal 2002.

Cash used in financing  activities  was $1.7 million in fiscal 2003  compared to
$1.5 million in fiscal 2002. In fiscal 2003, the principal  sources of cash from
financing  activities  related to $2.0 million advanced from Industrial  Revenue
Bonds  issued in fiscal  2002 and $.9  million  in  additional  debt  related to
equipment financed by the Company's term debt credit line. These sources of cash
from financing  activities were partially  offset by the Company's  repayment of
debt of $3.5  million,  the  repurchase  and  retirement  of common stock of $.2
million and the payment of cash  dividends of $.9 million.  At October 31, 2003,
cash balances  included  restricted  funds of $.8 million  related to the unused
proceeds from the new Industrial Revenue Bonds issued in fiscal 2002.

Aggregate  maturities of $11.7 million in capitalized  leases and long-term debt
due in 2008 are principally a result of a loan agreement with the Company's lead
bank which expires May 17, 2008. The Company currently  anticipates arranging an
extension or  refinancing  of this debt at or prior to maturity.  See "Note 3 to
the Consolidated Financial Statements" for quantitative information.

On May 17, 2002 the Company  entered  into a Loan and Security  Agreement,  (the
"Agreement"),  with Fleet Capital  Corporation,  a Rhode Island Corporation (the
"Bank").  The Agreement,  was amended in fiscal 2004 and provides a total credit
facility of $39.0  million  consisting of a revolving  credit  facility of $30.0
million and long-term credit  facilities of $9.0 million.  The amended Agreement
expires May 17, 2008. The credit facilities bear interest based on a combination
of  Eurodollar  (LIBOR plus 1.75%) and the Bank's  prime  lending rate (4.75% at
October 31, 2004).  The revolving credit facility also provides for a maximum of
$2.5 million in letters of credit,  of which $1.5 million  were  outstanding  at
October 31, 2004. The total amount of unused  revolving  credit available to the
Company was $17.6 million at October 31, 2004.

On December 1, 2003 the Company completed a modified Dutch auction tender offer,
which  commenced  on October 10, 2003 and expired on  November  21,  2003.  As a
result,  the Company purchased and retired 14.4% of its outstanding common stock
(1,050,879  shares)  at $4.50 per  share or $5.1  million  including  associated
indirect  costs.  The  purchase  of the shares  was  financed  by the  Company's
revolving  credit  facility.  The  effect  of  this  transaction  increased  the
Company's  interest-bearing  debt and reduced its  stockholder's  equity by $5.1
million.

The Company  obtained a waiver from its lead bank with regard to the covenant in
its credit  facility  that all audited  financial  statements  be delivered on a
timely basis. The credit facility remains available and unaffected. The delay in
providing audited  financial  statements did not result in a default under other
debt  obligations.  The Company  has not  received  any  default  notifications.
Management  believes it is in  compliance  with its  covenants  under the credit
facility.


                                       23`

---

`The Company  believes that its cash flows from  operations,  its credit facility
with its lead bank and unused funds  restricted for future capital  expenditures
will be sufficient to satisfy its future working  capital,  capital  expenditure
requirements  and  anticipated  dividends.  See  "Note  2  to  the  Consolidated
Financial Statements" for quantitative information.

The credit facility is collateralized by receivables, inventories, equipment and
certain real property. Under the terms of the Agreement, the Company is required
to  maintain  certain  financial  ratios  and other  financial  conditions.  The
Agreement  also  prohibits  the  Company  from  incurring   certain   additional
indebtedness,  limits  certain  investments,  advances  or loans  and  restricts
substantial  asset sales and capital  expenditures.  The delay in filing audited
financial  statements for the year ended October 31, 2004 would have constituted
a debt covenant  violation  pursuant to the  agreement.  The Company  obtained a
waiver from its lender  regarding  this  event.  The delay in filing the audited
financial   statements  also  resulted  in   non-compliance   under  other  debt
agreements,  although the  non-compliance did not result in an event of default.
The Company has not received any default notifications.  Management believes all
default  conditions have now been remedied and the Company is in compliance with
its covenants under its lending agreements.

It is customary  practice for  companies in the  specialty  vehicle  industry to
enter into repurchase  agreements  with financing  institutions to provide floor
plan financing for dealers.  In the event of a dealer default,  these agreements
generally  require the repurchase of products at the original  invoice price net
of certain adjustments.  The risk of loss under the agreements is limited to the
risk that  market  prices for these  products  may  decline  between the time of
delivery to the dealer and time of repurchase by the Company. The risk is spread
over numerous dealers and the Company has not incurred  significant losses under
these  agreements.  In the opinion of management,  any future losses under these
agreements  will not have a material  adverse effect on the Company's  financial
position or results of operations.  The Company's  repurchase  obligation  under
these  agreements  is limited to vehicles  which are in new  condition and as to
which the dealer still holds title.  The Company's  contingent  obligation under
such agreements was approximately $1,188,000 at October 31, 2004.

OFF-BALANCE SHEET ARRANGEMENTS

At October 31, 2004, the Company had no off-balance sheet arrangements that have
or are  likely to have a  material  current  or future  effect on our  financial
condition,  changes in  financial  condition,  revenues or  expense,  results of
operations, liquidity, capital expenditures or capital resources.


                                       24`

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`CRITICAL ACCOUNTING PRINCIPLES AND ESTIMATES

The Company's  consolidated financial statements are prepared in conformity with
accounting  principles  generally accepted in the United States. The preparation
of these  financial  statements  requires the use of estimates,  judgments,  and
assumptions  that affect the reported  amounts of assets and  liabilities at the
date of the  financial  statements  and the  reported  amounts of  revenues  and
expenses  during  the  periods  presented.  We  believe  that  of  our  critical
accounting  policies,  the  following  may involve a high  degree of  judgments,
estimates, and complexity:

Inventories
The Company values its  inventories at the lower of cost or market.  The Company
has  chosen  the  first-in,   first-out   (FIFO)  cost  method  of  valuing  its
inventories. The effect of the FIFO method is to value ending inventories on the
balance  sheet at their  approximate  current or most  recent  cost.  The market
values for finished goods  inventories  are  determined  based on recent selling
prices.

Impairment of Long-Lived Assets
In June 2001, the Financial  Accounting  Standards Board (FASB) issued Statement
of  Financial  Accounting  Standards  No. 142,  "Goodwill  and Other  Intangible
Assets" (SFAS No. 142).  SFAS No. 142 was  effective for fiscal years  beginning
after  December 15, 2001.  Consequently,  goodwill is no longer  amortized  over
future  periods,  but is assessed for  impairment at least annually using a fair
value test. The Company adopted this new standard on November 1, 2002.

As of October 31, 2004 and October 31, 2003,  the Company  tested for impairment
the bus  and  terminal  truck/road  construction  business  segments  using  the
discounted  cash flow approach and  determined  that the fair values for each of
these segments  exceeded the related carrying values.  On an on-going basis, and
absent any  impairment  indicators,  the Company will conduct  similar tests and
record any  impairment  loss.  Management  believes that the estimates of future
cash flows and fair values are reasonable; however, changes in estimates of such
cash flows and fair value could affect the valuations.

Insurance Reserves
The  Company  failed  to  adequately   provide  for  estimated   future  Workers
Compensation  costs  related  to  certain  claims  that have been  denied by the
Company's excess liability  insurance carrier and for certain other claims. When
management  discovered the error, an independent  third party  administrator was
retained to estimate and determine the additional potential liability related to
these claims.  The Company is currently  disputing the denial of coverage by the
excess liability insurance carrier,  but the amount of future recovery,  if any,
can not be assured.

Generally,  the Company is self-insured  for workers'  compensation  for certain
subsidiaries and for all group medical insurance. Under these plans, liabilities
are recognized for claims incurred  (including claims incurred but not reported)
and changes in the case reserves.  At the time a worker's  compensation claim is
filed, a liability is estimated to settle the claim.  The liability for workers'
compensation claims is determined based on management's  estimates of the nature
and  severity  of the  claims  and based on  analysis  provided  by third  party
administrators and by various state statutes and reserve requirements. Since the
liability  is an  estimate,  the  ultimate  liability  may be more or less  than
reported. If previously established accruals are required to be


                                       25`

---

`adjusted, such amounts are included in cost of sales. Group medical reserves are
funded through a trust and are estimated using historical claims' experience.

Due to the nature of the Company's  products,  the Company is subject to product
liability claims in the normal course of business. To the extent permitted under
applicable law, the Company  maintains  insurance to reduce or eliminate risk to
the Company. This insurance coverage includes self-insured  retentions that vary
each year.  The  Company  maintains  excess  liability  insurance  with  outside
insurance  carriers  to minimize  its risks  related to  catastrophic  claims in
excess of all self-insured positions.  Any material change in the aforementioned
factors could have an adverse impact on our operating results.

Warranties
The Company's  products  generally carry explicit product warranties that extend
from  several  months to more  than a year,  based on terms  that are  generally
accepted in the marketplace.  Certain  components  included in the Company's end
products  (such as chassis,  engines,  axles,  transmissions,  tires,  etc.) may
include  manufacturers'  warranties  that  are  generally  passed  on to the end
customer of the Company's  products and the customer  generally  deals  directly
with the applicable component  manufacturer.  The Company records provisions for
estimated  warranty  and  other  related  costs  at the  time of sale  based  on
historical warranty loss experience and periodically adjusts these provisions to
reflect  actual  experience.  Certain  warranty and other related claims involve
matters of dispute that ultimately are resolved by  negotiation,  arbitration or
litigation.  Infrequently,  a material  warranty issue may arise which is beyond
the scope of the company's historical  experience.  The Company provides for any
such  warranty  issues as they  become  known and  estimable.  It is  reasonably
possible that from time to time  additional  warranty and other  related  claims
could arise from  disputes or other  matters  beyond the scope of the  Company's
historical experience.

Revenue Recognition
The Company  records  vehicle  sales,  and passes title to the customer,  at the
earlier of  completion of the vehicle and receipt of full payment or shipment or
delivery to the customer as specified by the customer  purchase order.  Customer
deposits  for partial  payment of vehicles  are  deferred and treated as current
liabilities  until the  vehicle is  completed  and  recognized  as  revenue.  In
instances  where revenue has been recognized and the vehicle is on the Company's
property,  the customer has  instructed  in writing the Company to hold the unit
for specific business reasons,  a delivery date normally within the next 30 days
has been  established,  the  vehicles  are  complete,  ready for  shipment,  and
segregated  from other  vehicles,  and the risk of  ownership  has passed to the
customer.


                                       26`

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`PRINCIPAL CONTRACTUAL OBLIGATIONS AND COMMERCIAL
COMMITMENTS

The Company's  contractual  obligations and other  commercial  commitments as of
October 31, 2004 are  summarized  below and fully  disclosed in Notes 3 and 8 in
Notes to Consolidated Financial Statements:

                                                             Payments due by period (in millions)
                                          ----------------------------------------------------------------------------
                                                             Less than       1-3 years                       After 5
                                             Total             1 year                        4-5 years        years
                                          -------------    -------------    -----------    -------------   -----------
Contractual Cash Obligations
Long-term debt                                 $14.345          $ 1.207        $ 2.414          $10.724       $     -
Capital lease obligations                        6.541            1.164          2.485            1.556         1.336
Operating lease obligations                      1.070            0.482          0.435            0.153             -
Purchase obligations                             0.360            0.360              -                -             -
Chassis contingent obligations                  15.659           15.659              -                -             -
                                          ----------------------------------------------------------------------------

Total contractual cash obligations             $37.975          $18.872        $ 5.334         $ 12.433       $ 1.336
                                          ----------------------------------------------------------------------------

Other Commercial Commitments
Lines of credit                                $     -          $     -        $     -         $      -       $     -
Standby letters of credit                        3.167            3.167              -                -             -
Standby repurchase commitments                   1.188            1.188              -                -             -
Other commercial commitments                         -                -              -                -             -
                                          ----------------------------------------------------------------------------

Total commercial commitments                   $ 4.355          $ 4.355        $     -         $      -       $     -
                                          ----------------------------------------------------------------------------

Recently Issued Accounting Standards

In November 2004, the FASB issued FASB Statement No. 151,  "Inventory  Costs: an
amendment  of ARB No.  43".  FASB No.  151 will no longer  permit  companies  to
capitalize  inventory  costs on their balance sheets when the production  defect
rate varies  significantly  from the expected rate. The statement also clarifies
that fixed overhead should be allocated to inventory based on "normal capacity".
The  statement is effective for the Company  beginning on November 1, 2005.  The
Company is unable to estimate the financial  statement  impact of this statement
at this time.

In December  2003,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Interpretation  46R  (FIN  46R),  a  revision  to  Interpretation  46 (FIN  46),
Consolidation  of Variable  Interest  Entities.  FIN 46R  clarifies  some of the
provisions of FIN 46 and exempts certain entities from its requirements. FIN 46R
is effective at the end of the first interim period ending after March 15, 2004.
Entities that have adopted FIN 46 prior to this  effective  date can continue to
apply  the  provisions  of FIN 46 until the  effective  date of FIN 46R or elect
early  adoption  of FIN 46R.  The  adoption of FIN 46 and FIN 46R did not have a
significant impact on our financial statements.

FASB Statement No. 123, Accounting for Stock-Based Compensation,  was revised in
December 2004 ("Revised Statement"). The Revised Statement, Share Based Payment,
also supersedes


                                       27`

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`APB Opinion No. 25,  Accounting  for Stock Issued to Employees,  and its related
implementation  guidance.  The Revised Statement  establishes  standards for the
accounting for transactions in which an entity exchanges its equity  instruments
for goods or services. It also addresses  transactions in which an entity incurs
liabilities  in exchange for goods or services  that are based on the fair value
of the  entity's  equity  instruments  or that may be settled by the issuance of
those equity  instruments.  For the Company,  the Revised Statement is effective
November 1, 2005. The adoption of this Revised Statement is not expected to have
a material impact on our financial statements.


                                       28`

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`Cautionary  Statement  Regarding Risks and Uncertainties  That May Affect Future
Results

This annual  report on Form 10-K and other written  reports and oral  statements
made from time to time by the  Company may  contain  so-called  "forward-looking
statements"  about the  business,  financial  condition,  and  prospects  of the
Company  which are subject to risks and  uncertainties.  One can identify  these
forward-looking  statements  by their use of words such as  "expects",  "plans",
"will",  "estimates",  "forecasts",  "projects",  and  other  words  of  similar
meaning. One can also identify them by the fact that they do not relate strictly
to historical or current facts. One should understand that it is not possible to
predict  or  identify  all  factors  which  involve  risks  and   uncertainties.
Consequently,  the reader  should not  consider any such list or listing to be a
complete statement of all potential risks or uncertainties.

No  forward-looking  statement can be guaranteed  and actual future  results may
vary materially.  The actual results of the Company could differ materially from
those indicated by the  forward-looking  statements because of various risks and
uncertainties  including  without  limitation,  changes  in  funds  budgeted  by
Federal,  state and local  governments,  the availability and timely delivery of
key raw  materials,  components  and chassis,  changes in  competition,  various
inventory risks due to changes in market conditions,  changes in product demand,
substantial  dependence  on third  parties for product  quality,  interest  rate
fluctuations,  adequate direct labor pools, development of new products, changes
in tax and other governmental  rules and regulations  applicable to the Company,
reliability  and timely  fulfillment of orders and other risks  indicated in the
Company's filing with the Securities and Exchange Commission.

The  Company  does not  assume  the  obligation  to update  any  forward-looking
statement.  One should  carefully  evaluate such  statements in light of factors
described in the Company's filings with the Securities and Exchange  Commission,
especially on Forms 10-K, 10-Q and 8-K (if any).


Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The  Company is exposed to market risk  relating to interest  rates on its fixed
rate debt.  Interest  rate risk is not  material to the  Company's  consolidated
financial position or results of operations.

The Company uses  derivative  financial  instruments  to reduce  exposure to its
variable-rate  debt. On July 5, 2002, the Company  entered into an interest rate
declining  balance  swap  agreement  on term debt of $6.8  million  to limit the
effect of potential  increases in the interest rates on its  floating-rate  term
debt  through  May  2005.  The  effect  of this  agreement  was to  convert  the
underlying  variable-rate  debt  based  on LIBOR to a  fixed-rate  debt  with an
interest rate between  4.42% and 4.65% plus a margin of 175 basis  points.  Fair
value of this swap at  October  31,  2004 was  $40,562.  If  interest  rates for
long-term  debt under the  current  credit  facility  had  averaged  10% more on
average  variable-rate  debt for the entire year,  interest  expense  would have
increased,  and income  before  taxes  would have  decreased  by less than $0.06
million for the year ended October 31, 2004.


                                       29`

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`Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and
Shareholders of Collins Industries, Inc.,

We  have  audited  the  accompanying  consolidated  balance  sheets  of  Collins
Industries,  Inc. (a Missouri  corporation)  and  Subsidiaries as of October 31,
2004  and  2003,  and  the  related   consolidated   statements  of  income  and
comprehensive  income,  shareholders'  investment and cash flows for each of the
years in the  three-year  period  ended  October 31,  2004.  These  consolidated
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards 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.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of Collins Industries,
Inc. and  Subsidiaries as of October 31, 2004 and 2003, and the results of their
operations and their cash flows for each of the years in the  three-year  period
ended October 31, 2004, in conformity with U.S.  generally  accepted  accounting
principles.

As discussed in Note 2 to the consolidated financial statements, the Company has
restated its consolidated  financial  statements for the years ended October 31,
2003 and 2002. As discussed in Note 1 to the consolidated  financial statements,
in 2003 the Company  changed its method of  accounting  for  goodwill  and other
intangible  assets to comply with the  accounting  provisions  of  Statement  of
Financial Accounting Standard No. 142.



KPMG LLP


Kansas City, Missouri
July 28, 2005


                                       30`

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`Collins Industries, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the years ended October 31,

                                                                       2004              2003              2002
                                                                       ----              ----              ----
                                                                                    (as restated)     (as restated)
Sales                                                               $208,202,664      $204,617,949      $200,842,914
Cost of sales                                                        184,128,034       181,608,277       177,704,716
                                                                 ---------------   ---------------   ---------------
          Gross profit                                                24,074,630        23,009,672        23,138,198

Selling, general and administrative expenses                          19,180,504        18,558,989        18,187,702
Research and development expenses                                         82,537            93,527           198,814
                                                                 ---------------   ---------------   ---------------

          Income from operations                                       4,811,589         4,357,156         4,751,682

Other income (expense):
   Interest, net                                                      (1,472,380)       (1,728,369)       (1,527,592)
   Other, net                                                            521,533             6,078            26,034
                                                                 ---------------   ---------------   ---------------

                                                                        (950,847)       (1,722,291)       (1,501,558)
                                                                 ---------------   ---------------   ---------------

          Income before provision for income taxes                     3,860,742         2,634,865         3,250,124

Provision for income taxes                                             1,530,000           990,000         1,260,000
                                                                 ---------------   ---------------   ---------------

          Net income                                                  $2,330,742        $1,644,865        $1,990,124

Other comprehensive income, net of tax:
   Unrealized gain (loss) on interest rate swap agreement                 75,654           143,702          (244,918)
                                                                 ---------------   ---------------   ---------------

          Comprehensive income                                        $2,406,396        $1,788,567        $1,745,206
                                                                      ==========        ==========        ==========

Earnings per share:
   Basic                                                                    $.40              $.25              $.30

   Diluted                                                                  $.38              $.24              $.29

Dividends per share                                                        $0.14             $0.12             $0.12










The accompanying notes are an integral part of these consolidated statements.


                                       31`

---

`Collins Industries, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
October 31,
                                    ASSETS                                                2004               2003
                                                                                          ----               ----
                                                                                                        (as restated)
Current assets:
   Cash                                                                                $  163,098          $  77,012
   Receivables                                                                         10,979,087          6,620,399
   Inventories                                                                         39,059,185         36,391,602
   Prepaid expenses and other current assets                                            4,368,191          4,178,027
                                                                                        ---------          ---------
          Total current assets                                                         54,569,561         47,267,040

Restricted cash                                                                           359,810            772,803

Property and equipment, at cost:
   Land and improvements                                                                2,856,115          2,925,178
   Buildings and improvements                                                          19,038,969         19,987,222
   Machinery and equipment                                                             23,742,788         23,270,297
   Office furniture and fixtures                                                        3,966,401          4,355,691
                                                                                        ---------          ---------
                                                                                       49,604,273         50,538,388
   Less - accumulated depreciation                                                     30,239,053         30,494,964
                                                                                       ----------         ----------
                                                                                       19,365,220         20,043,424
Goodwill                                                                                5,050,232          5,050,232
Other assets                                                                            1,382,482          1,571,899
                                                                                        ---------          ---------
                                                                                     $ 80,727,305       $ 74,705,398
                                                                                     ============       ============

                    LIABILITIES & SHAREHOLDERS' INVESTMENT
Current liabilities
   Current maturities of long-term debt and capitalized leases                        $ 2,371,734        $ 2,406,250
   Controlled disbursements                                                             5,668,517          3,632,287
   Accounts payable                                                                    18,408,291         13,931,090
   Accrued expenses and other current liabilities                                       9,469,165          8,909,911
                                                                                        ---------          ---------
          Total current liabilities                                                    35,917,707         28,879,538

Long-term debt and capitalized leases                                                  18,515,178         16,729,561

Deferred income taxes                                                                   1,525,560          1,333,571

Shareholders' investment:
   Preferred stock, $.10 par value
      Authorized - 750,000 shares
      Outstanding - no share outstanding
   Capital stock, $.10 par value
      Authorized - 3,000,000 shares
      Outstanding - No shares outstanding
   Common stock, $.10 par value
      Authorized - 17,000,000 shares
      Issued and outstanding - 6,369,327 shares in 2004
       and 7,247,865 shares in 2003                                                       636,933            724,787
   Paid-in capital                                                                     13,342,600         17,570,310
   Deferred compensation                                                               (1,472,590)        (1,238,947)
   Accumulated other comprehensive income (loss), net                                     (25,562)          (101,216)
   Retained earnings                                                                   12,287,479         10,807,794
                                                                                       ----------         ----------

          Total shareholders' investment                                               24,768,860         27,762,728
                                                                                       ----------         ----------
   Total Liabilities & Shareholders Investment                                       $ 80,727,305       $ 74,705,398
                                                                                     ============       ============


The accompanying notes are an integral part of these consolidated balance sheets.


                                       32`

---

`Collins Industries, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended October 31,

                                                                  2004               2003                2002
                                                                  ----               ----                ----
                                                                                (as restated)       (as restated)
Cash flow from operations:
   Cash received from customers                                 $203,853,977       $206,913,163         $197,985,303
   Cash paid to suppliers and employees                         (195,778,494)      (199,920,830)        (191,320,054)
   Interest paid, net                                             (1,452,952)        (1,760,118)          (1,563,990)
   Income taxes paid                                              (1,241,684)          (648,540)            (406,650)
                                                           -----------------   ----------------   ------------------
          Cash provided by operations                              5,380,847          4,583,675            4,694,609
                                                           -----------------   ----------------   ------------------

Cash flow from investing activities:
   Capital expenditures                                           (1,837,219)        (3,131,071)          (3,003,579)
   Proceeds from sale of property and equipment                      617,000                  -                    -
   Expenditures for other assets                                     (75,334)           (38,096)             (43,560)
                                                           -----------------   ----------------   ------------------
      Cash used in investing activities                           (1,295,553)        (3,169,167)          (3,047,139)
                                                           -----------------   ----------------   ------------------

Cash flow from financing activities:
   Principal payments of long-term debt and
     capitalized leases                                           (2,927,722)        (3,546,861)          (2,062,485)
   Addition to long-term debt and capitalized leases               4,668,644            900,000            5,817,348
   Changes in restricted unexpended IRB cash                         412,993          1,976,167           (2,748,970)
   Purchase of common stock and other
     capital transactions                                         (5,302,065)          (188,229)          (1,605,906)
   Payment of dividends                                             (851,058)          (863,087)            (855,558)
                                                           -----------------   ----------------   ------------------
        Cash used in financing activities                         (3,999,208)        (1,722,010)          (1,455,571)
                                                           -----------------   ----------------   ------------------

Net increase (decrease) in cash                                       86,086           (307,502)             191,899
Cash at beginning of year                                             77,012            384,514              192,615
                                                           -----------------   ----------------   ------------------

Cash at end of year                                                 $163,098            $77,012             $384,514
                                                           =================   ================   ==================


Reconciliation of net income to net
cash provided by operations:
    Net income                                                    $2,330,742         $1,644,865          $ 1,990,124
    Depreciation and amortization                                  3,392,944          3,320,474            3,505,504
    Deferred income taxes (credits)                                   92,000           (122,000)             355,000
    Gain on sale of property and equipment                          (466,733)                 -                    -
Changes in assets and liabilities:
    Decrease (increase) in receivables                            (4,348,688)         2,295,214           (2,857,611)
    Increase in inventories                                       (2,667,583)          (654,805)            (353,747)
    Increase (decrease) in prepaid expenses                         (193,461)          (131,196)              61,648
    Increase in controlled disbursements                           2,036,230          1,654,803              373,394
    Increase (decrease) in accounts payable                        4,639,854         (3,764,449)           1,768,676
    Increase (decrease) in accrued expenses                          565,542            340,769             (148,379)
                                                           -----------------   ----------------   ------------------
           Cash provided by operations                            $5,380,847         $4,583,675           $4,694,609
                                                           =================   ================   ==================


                   The accompanying notes are an integral part of these consolidated statements


                                       33`

---

`Collins Industries, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' INVESTMENT
For the years ended October 31,


                                                       Common Stock
                                                       ------------              Paid-In          Retained
                                                   Shares         Amount         Capital          Earnings           Other
                                                   ------         ------         -------          --------           -----
Balance November 1, 2001 (as previously            7,291,755     $ 729,175      $ 17,612,508      $10,334,668       $ (945,981)
reported)
Adjustments
Cumulative Restatement Adjustments,                                                                (1,443,218)
         Net of tax


Balance November 1, 2001 (as restated)             7,291,755     $ 729,175      $ 17,612,508       $8,891,450       $ (945,981)

Stock issued under stock
   option plans                                       76,000         7,600           135,236                -                -
Issuance of restricted stock awards, net             202,500        20,250           992,250                -       (1,012,500)
Amortization of restricted
    stock awards                                           -             -                 -                -          690,489
Net income                                                 -             -                 -         1,990,124               -
Other comprehensive loss (net of taxes)                    -             -                 -                -         (244,918)
Cash dividends paid                                        -             -                 -         (855,558)               -
Tax benefit from NQSO options exercised                    -             -            73,731                -                -
Purchase and retirement of treasury stock           (454,626)      (45,462)       (1,703,279)               -                -
                                                ------------   -----------   ---------------   ----------------    -----------

Balance October 31, 2002 (as restated)              7,115,629       711,563        17,110,446       10,026,016      (1,512,910)

Stock issued under stock
   option plans                                        3,700           370             6,818                -                -
Issuance of restricted stock awards, net             185,500        18,550           642,768                -         (661,318)
Amortization of restricted
    stock awards                                           -             -                 -                -          690,363
Net income                                                 -             -                 -        1,644,865                -
Other comprehensive income (net of                         -             -                 -                -          143,702
taxes)
Cash dividends paid                                        -             -                 -         (863,087)               -
Purchase and retirement of treasury stock            (56,964)       (5,696)         (189,722)               -                -
                                                ------------   -----------   ---------------   ----------------    -----------

Balance October 31, 2003 (as restated)             7,247,865       724,787        17,570,310       10,807,794       (1,340,163)


Stock issued under stock
   option plans                                       21,600         2,160            39,453                -                -
Issuance of restricted stock awards, net             195,000        19,500           967,000                -         (986,500)
Amortization of restricted
    stock awards                                           -             -                 -                -          752,857
Net income                                                 -             -                 -        2,330,743                -
Other comprehensive income (net of                         -             -                 -                -           75,654
taxes)
Cash dividends paid                                        -             -                 -         (851,058)               -
Purchase and retirement of treasury stock         (1,095,138)     (109,514)       (5,234,163)               -                -
                                                ------------     ---------      ------------     ------------     ------------

Balance October 31, 2004                           6,369,327     $ 636,933      $ 13,342,600     $ 12,287,479     $ (1,498,152)
                                                ============     =========      ============     ============     ============


The accompanying notes are an integral part of these consolidated statements.


                                       34`

---

`Collins Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
For the three years ended October 31, 2004

(1) Summary of Significant Accounting Policies

(a)  General - The  preparation  of  financial  statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

(b) Consolidation and Operations - The consolidated financial statements include
the  accounts of Collins  Industries,  Inc.  (the  Company) and its wholly owned
subsidiaries.  All significant  intercompany accounts and transactions have been
eliminated in consolidation.

The Company primarily  operates in the ambulance,  bus, and terminal  truck/road
construction equipment segments.  Manufacturing activities are carried on solely
in the United  States.  However,  the Company  does market its products in other
countries. Revenues derived from export sales were less than 10% of consolidated
sales in fiscal 2004, 2003 and 2002.

(c) Cash and Cash Management - Cash includes checking  accounts,  funds invested
in overnight and other short-term,  interest-bearing accounts of three months or
less.

The Company maintains controlled  disbursement accounts with its lead bank under
an  arrangement  whereby  all cash  receipts  and  checks  are  centralized  and
presented  to the bank daily.  All  deposits  are applied  directly  against the
Company's  revolving  credit  line and all checks  presented  for payment in the
controlled  disbursement  accounts are funded through daily borrowings under the
Company's  revolving  credit  facility.   Accordingly  controlled  disbursements
represent  the  Company's  liability  for  outstanding  checks drawn but not yet
presented for payment to the bank.

(d)  Inventories  -  Inventories  are  stated  at the  lower of cost  (first-in,
first-out) or market.  Major  classes of  inventories  which  include  material,
labor,  and  manufacturing  overhead  required in production of Company products
consisted of the following:


                                      2004                  2003
                                      ----                  ----
                                                       (as restated)
Chassis                           $ 5,767,019           $ 5,727,490
Raw materials & components         14,997,408            16,006,994
Work-in-process                     9,037,199             6,705,560
Finished goods                      9,257,559             7,951,558
                                  -----------           -----------
                                  $39,059,185           $36,391,602


                                       35`

---

`(e)   Depreciation   and  Maintenance  -  Depreciation  is  provided  using  the
straight-line  method for financial  reporting purposes and accelerated  methods
for income tax purposes. The estimated useful lives of property are as follows:

Land improvements                         10 to 20 years
Buildings and improvements                10 to 30 years
Machinery and equipment                    3 to 15 years
Office furniture and fixtures              3 to 10 years

Maintenance  and  repairs  are  charged  to  expense  as  incurred.  The cost of
additions and betterments are capitalized.  The cost and related depreciation of
property  retired or sold are removed from the applicable  accounts and any gain
or loss is taken into income.

(f)  Impairment  of  Long-Lived  Assets - Long-lived  assets,  such as property,
plant, and equipment,  are reviewed for impairment whenever events or changes in
circumstances  indicate  that  the  carrying  amount  of an  asset  may  not  be
recoverable.  Recoverability  of  assets  to be held and used is  measured  by a
comparison of the carrying amount of an asset to estimated  undiscounted  future
cash flows expected to be generated by the asset.  If the carrying  amount of an
asset  exceeds  its  estimated  future  cash  flows,  an  impairment  charge  is
recognized  by the amount by which the carrying  amount of the asset exceeds the
fair value of the asset.

(g) Goodwill - In June 2001,  the Financial  Accounting  Standards  Board (FASB)
issued Statement of Financial  Accounting Standards No. 142, "Goodwill and Other
Intangible  Assets" (SFAS No. 142).  SFAS No. 142 was effective for fiscal years
beginning after December 15, 2001. Accordingly, after October 31, 2002, goodwill
is no longer  amortized over future  periods,  but is assessed for impairment at
least annually using a fair value test. The Company adopted this new standard on
November 1, 2002.

As of October 31, 2004 and October 31,  2003,  the Company  tested for  goodwill
impairment in the bus and terminal  truck/road  construction  business  segments
using the discounted  cash flow approach and determined that the fair values for
each of these  segments  exceeded the related  carrying  values.  On an on-going
basis,  and absent any  impairment  indicators,  the  Company  will  continue to
conduct similar annual tests and record any impairment losses.

At October 31, 2004 and October 31, 2003, the Company's  goodwill related to the
bus and  terminal  truck/road  construction  segments  was $3.0 million and $2.0
million,  respectively.  Prior to November 1, 2002  goodwill was  amortized on a
straight-line basis over 15-20 years.


                                                               2004               2003                2002

Reported Net Income                                        $2,330,743         $1,644,865           $1,990,124
Add back:  Goodwill amortization                                   -                  -               283,000
Adjusted Net Income                                        $2,330,743         $1,644,865           $2,273,124

Basic earnings per share:
Reported Net Income                                              0.40               0.25                 .030
Goodwill amortization                                               -                  -                 0.04
Adjusted Net Income                                              0.40               0.25                 0.34

Diluted earnings per share:
Reported Net Income                                              0.38               0.24                 0.29
Goodwill amortization                                               -                  -                 0.04
Adjusted Net Income                                              0.38               0.24                 0.33


                                       36`

---

`(h) Revenue Recognition - The Company records vehicle sales, and passes title to
the  customer,  at the earlier of  completion of the vehicle and receipt of full
payment or shipment or delivery to the  customer as  specified  by the  customer
purchase order.  Customer  deposits for partial payment of vehicles are deferred
and treated as current liabilities until the vehicle is completed and recognized
as revenue. In instances where revenue has been recognized and the vehicle is on
the Company's  property,  the customer has  instructed in writing the Company to
hold the unit for specific business reasons, a delivery date normally within the
next 30 days  has  been  established,  the  vehicles  are  complete,  ready  for
shipment,  and  segregated  from other  vehicles,  and the risk of ownership has
passed to the customer.

(i)  Earnings Per Share - Basic  earnings  per share are  computed  based on the
weighted  average  number of common  shares  outstanding.  Potentially  dilutive
shares, calculated using the treasury stock method, consist of stock options and
restricted stock.

The following is a reconciliation  of shares used to calculate basic and diluted
earnings per share:

                                                     2004           2003          2002
                                                     ----           ----          ----
Average shares outstanding - basic                5,824,451      6,663,471      6,681,140
Effect of potentially dilutive stock
  options and restricted stock                      386,661        192,484        173,082
                                                  ---------      ---------      ---------
Average shares outstanding - diluted              6,211,112      6,855,955      6,854,222
                                                  =========      =========      =========

(j) Stock Option Plan - The Company applies the intrinsic-value-based  method of
accounting  prescribed  by  Accounting  Principles  Board (APB)  Opinion No. 25,
Accounting for Stock Issued to Employees, and related interpretations  including
FASB Interpretation No. 44, Accounting for Certain Transactions  involving Stock
Compensation,  an  interpretation  of APB  Opinion  No. 25, to  account  for its
fixed-plan stock options. Under this method, compensation expense is recorded on
the date of grant  only if the  current  market  price of the  underlying  stock
exceeded  the  exercise  price.   SFAS  No.  123,   Accounting  for  Stock-Based
Compensation,   established  accounting  and  disclosure  requirements  using  a
fair-value-based  method of accounting  for  stock-based  employee  compensation
plans.  As allowed by SFAS No. 123, the Company has elected to continue to apply
the intrinsic-value-based  method of accounting described above, and has adopted
only the  disclosure  requirements  of SFAS No. 123. No stock  options have been
granted since 1999 and all outstanding options are fully vested. Accordingly, no
proforma net income disclosures are required.

(2)  Restatement of Financial Statements

Subsequent to October 31, 2004,  management  determined that the procedures used
to record  workers  compensation  reserves  were  inappropriate  and resulted in
inadequate   reserves  being  recorded   historically   for  estimated   workers
compensation  costs and  claims.  This  information  was  reported  to the Audit
Committee and the Audit Committee initiated  procedures which ultimately lead to
the special  investigation  described  in Note 11. As a result,  and because the
2004 year-end financial closing process  identified  adjustments to prior period
financial statements, the Company restated its consolidated financial statements
for the fiscal years ended October 31, 2003 and 2002 and for the quarters  ended
January 31, 2003 to July 31, 2004. The


                                       37`

---

`consolidated  opening balance sheet for the earliest  period  presented has also
been  restated  for  adjustments  identified  that  related to periods  prior to
October 31, 2001.

The following  table  identifies  the  adjustments  made to  previously-released
consolidated financial statements:
                                                                                                          Periods Prior
Description of Adjustments                                                                                      to
($ In thousands)                                           2004(1)            2003            2002             2002
----------------------------------------------------- ------------------- -------------- --------------- ----------------

Workers Compensation Reserve Adjustments(2)              $   612            $    24         $   411         $ (2,359)
Workers' Compensation Premium Increase ((3))                 (37)                 -               -                -
Environmental Reserve Accrual ((4))                          (59)                 -               -                -
Uncollectible Rebates ((5))                                  (55)                (6)              -                -
Other Accrued Expenses ((6))                                (605)                82             (19)             (14)
----------------------------------------------------- ------------------- -------------- --------------- ----------------
  Total pre-tax impact                                   $  (144)           $   100         $   392         $ (2,373)
  Income tax (7)                                             (10)               (30)           (150)             930
----------------------------------------------------- ------------------- -------------- --------------- ----------------
Total Net Income Impact                                  $  (154)           $    70         $   242         $ (1,443)
----------------------------------------------------- ------------------- -------------- --------------- ----------------

(1)  These  amounts  have been  revised by the  Company for the  quarters  ended
     January  31,  2004,  April  30,  2004 and July  30,  2004 on Form  10-Q and
     financial  statement  information  for the  year  ended  October  31,  2004
     compared to what was previously  furnished in the November 22, 2004 Current
     Report on Form 8-K.

(2)  Adjustments  to  workers'  compensation  liability  reserves  which had not
     previously been recorded.  These adjustments are reflected in cost of sales
     on the income statement and accrued expenses and other current  liabilities
     on the  balance  sheet.  Adjustments  in 2004,  2003 and 2002 also  reflect
     reversal of expense recorded in those years which should have been recorded
     in prior  periods.  Consolidated  Statements  of Income  and  Comprehensive
     Income:  Adjustment decreased  (increased) cost of sales by the amounts set
     forth in this table.  Consolidated  Balance  Sheets:  Adjustment  increased
     accrued  expenses  and other  current  liabilities  by  $1,312,  $1,923 and
     $1,948, at October 31, 2004, 2003 and 2002, respectively.

(3)  In  January  2005 the  Company  received  a notice  that its  State of Ohio
     Workers  compensation  premium  attributable  to  fiscal  year  2004  would
     increase  by $37.  Consolidated  Statements  of  Income  and  Comprehensive
     Income: Adjustment increased cost of sales by the amounts set forth in this
     table.  Consolidated  Balance  Sheets:  At  October  31,  2004,  adjustment
     increased accounts payable by $37.

(4)  In February 2005, the Company received notice from its counsel that amounts
     previously   recorded  for   potential   environmental   liabilities   were
     understated.  Such  amounts  were  increased  by $59.  This  adjustment  is
     reflected in cost of sales on the income  statement and accounts payable on
     the balance  sheet.  Consolidated  Statements  of Income and  Comprehensive
     Income: Adjustment increased cost of sales by the amounts set forth in this
     table.   Consolidated  Balance  Sheets:  At  October31,   2004,  adjustment
     increased accounts payable by $59.

(5)  Relates to corrections to the estimate of rebate  collectibility at October
     31,  2004.  Consolidated  Statements  of Income and  Comprehensive  Income:
     Adjustment  increased  cost  of  sales  by $55  in  2004  and  $6 in  2003.
     Consolidated  Balance  Sheets:  At October  31,  2004 and 2003,  adjustment
     decreased receivables by $61 and $6, respectively.

(6)  The 2004  items  relate  to  several  miscellaneous  adjustments  primarily
     revising estimated accruals to actual expense. The 2004 items include legal
     reserve accruals ($340), employee medical expense accruals ($200), facility
     expenses ($10),  product returns ($17),  product concessions expense ($10),
     and reversal of product  liability  expense ($85) partially offset by lower
     actual  employee  bonuses ($34),  and lower audit fees ($25).  Consolidated
     Statements of Income and Comprehensive Income:  Adjustments decreased sales
     by $13, increased cost of sales by $400 and increased selling,  general and
     administrative  expenses by $191.


                                       38`

---

`Consolidated  Balance  Sheets:  At October 31, 2004,  adjustment  increased
     accrued expense and other current  liabilities by $216,  increased accounts
     payable by $295, increased  inventories by $11 and decreased receivables by
     $56. An  additional  entry  related to  subsequent  payments  for goods and
     service made in 2005  related to 2004  increased  inventories  and accounts
     payable by $113, respectively.

     The 2003 items primarily  include  corrections to facility  expenses ($35),
     product  concessions ($14) offset by lower product liability expense ($85),
     lower actual employee bonuses ($3), and lower accounts receivable allowance
     expense ($43).

     Consolidated  Statements of Income and  Comprehensive  Income:  Adjustments
     decreased  sales  by $29,  increased  cost of  sales  by $20 and  decreased
     selling,  general and administrative expenses by $132 in 2003. Consolidated
     Balance Sheets: At October 31, 2003,  adjustment  decreased accrued expense
     and other current  liabilities by $111,  increased accounts payable by $35,
     decreased receivables by $53 and increased inventories by $26.

     The  2002  items  primarily   include   corrections  to  increase  accounts
     receivable  allowance  expense  ($43)  partially  offset  by  lower  actual
     employee  bonuses  ($22),  and  lower  product  concessions  expense  ($2).
     Consolidated  Statements of Income and  Comprehensive  Income:  Adjustments
     increased sales by $4, increased cost of sales by $2 and increased selling,
     general and  administrative  expense by $21 in 2002.  Consolidated  Balance
     Sheets: At October 31, 2002,  adjustment decreased  receivables by $56, and
     decreased accrued expense and other current liabilities by $23.

     The  adjustment to periods prior to 2002 is increased  product  concessions
     expense  by $14 and is  reflected  as a $28  decrease  to  sales  and a $14
     decrease  to cost of sales in the  Consolidated  Statements  of Income  and
     Comprehensive  Income in 2001.  Receivables  decreased $28 and  inventories
     increased $14 in the Consolidated Balances Sheet as of October 31, 2001.

     Amounts  in 2004,  2003 and 2002  also  reflect  adjustments  for  expenses
     recorded in those years which should have been recorded in prior periods.


(7)  Relates  to  approximately  $40  of  income  tax  benefit  related  to  the
     adjustments  described above, offset by $50 of additional  estimated income
     tax expense in 2004. Tax amounts for 2003 and 2002 represent the tax affect
     due to the adjustments.

     Consolidated  Statements  of Income and  Comprehensive  Income:  Adjustment
     increased income taxes by the amount set forth in this table.  Consolidated
     Balance Sheets: At October 31, 2004,  adjustment increased accounts payable
     by $50. The cumulative effect of all entries increased prepaid expenses and
     other current assets by $790, $750 and $780 for the years ended October 31,
     2004, 2003 and 2002, respectively.

This restatement  increased net income by $242,291,  or $.04 per share (diluted)
to $1,990,124  for 2002 and $69,912,  or $.01 per share  (diluted) to $1,644,865
for 2003. The balance in Retained Earnings as previously reported at October 31,
2001 was reduced by $1,443,218 to $8,891,450 to reflect the additional  worker's
compensation  reserves  which  should  have been  recorded  in earlier  periods.
Previously  reported unaudited net income for the first three quarters of fiscal
2004 increased by $106,734 to $1,530,207 or $.02 per share (diluted). Net income
reflected in the unaudited  consolidated financial statement information for the
year ended October 31, 2004 furnished in the November 22, 2004 Current Report on
Form 8-K  decreased by $153,579.  The opening  equity as of November 1, 2001 has
been restated by $1,443,218.  All applicable financial  information contained in
this Annual Report on Form 10-K gives effect to these restatements.

As a  result  of  the  foregoing  factors,  the  Company's  unaudited  condensed
consolidated  financial  statements  for the first three quarters of fiscal year
2004 have been restated and its consolidated


                                       39`

---

`financial  statements for the fiscal years 2002 and 2003 have been restated from
amounts previously reported.  In addition,  quarterly data for 2003 presented in
selected  Quarterly  Financial  Information  (Unaudited)  has been restated from
amounts previously reported.  The accompanying  consolidated  financial data set
forth  below  presents  the  Company's  Consolidated  Statements  of Income  and
Comprehensive  Income  for the  years  ended  October  31,  2003  and  2002  and
Consolidated Balance Sheet as of October 31, 2003 on a comparative basis showing
the amounts as  originally  reported and as restated.  The  restatement  did not
result in any change in the  Consolidated  Statement of Cash Flows  between Cash
Provided by Operations, Investing Activities, or Financing Activities.


                                       40`

---

`The following provides comparative  financial statement  information as restated
compared to that previously reported.

Collins Industries, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

For the years ended October 31,

                                                       2003             2003              2002              2002
                                                       ----             ----              ----              ----
                                                 (as previously     (as restated)     (as previously    (as restated)
                                                    reported)                            reported)

Sales                                               $204,647,364     $204,617,949       $200,839,393    $200,842,914
Cost of sales                                        181,606,051      181,608,277        178,114,150     177,704,716
                                                     -----------      -----------        -----------     -----------
       Gross profit                                   23,041,313       23,009,672         22,725,243      23,138,198

Selling, general and administrative expenses          18,690,542       18,558,989         18,167,038      18,187,702
Research and development expenses                         93,527           93,527            198,814         198,814
                                                     -----------      -----------        -----------     -----------
       Income from operations                          4,257,244        4,357,156          4,359,391       4,751,682

Other income (expense):
   Interest, net                                      (1,728,369)      (1,728,369)        (1,527,592)     (1,527,592)
                                                           6,078            6,078             26,034          26,034
                                                     -----------      -----------        -----------     -----------

                                                       (1,722,291)     (1,722,291)        (1,501,558)     (1,501,558)
                                                     -----------      -----------        -----------     -----------

      Income before provision for income taxes         2,534,953        2,634,865          2,857,833       3,250,124

Provision for income taxes                               960,000          990,000          1,110,000       1,260,000
                                                     -----------      -----------        -----------     -----------
       Net income                                     $1,574,953       $1,644,865         $1,747,833      $1,990,124

Other comprehensive income, net of tax:
   Unrealized gain (loss) on interest rate swap
    agreement                                            143,702          143,702           (244,918)       (244,918)
                                                     -----------      -----------        -----------     -----------
       Comprehensive income                          $ 1,718,655       $1,788,567         $1,502,915      $1,745,206
                                                     ===========       ==========         ==========      ==========

Earnings per share:
   Basic                                                    $.24             $.25               $.26            $.30

   Diluted                                                  $.23             $.24               $.26            $.29

Dividends per share                                        $0.12            $0.12              $0.12           $0.12


                                       41`

---

`Collins Industries, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS at October 31,

                                 ASSETS                                               2003                  2003
                                                                                      ----                  ----
                                                                            (as previously reported)   (as restated)
Current assets:
   Cash                                                                                 $  77,012          $  77,012
   Receivables                                                                          6,679,907          6,620,399
   Inventories                                                                         36,364,906         36,391,602
   Prepaid expenses and other current assets                                            3,428,027          4,178,027
                                                                                        ---------          ---------
          Total current assets                                                         46,549,852         47,267,040

Restricted cash                                                                           772,803            772,803

Property and equipment, at cost:
   Land and improvements                                                                2,925,178          2,925,178
   Buildings and improvements                                                          19,987,222         19,987,222
   Machinery and equipment                                                             23,270,297         23,270,297
   Office furniture and fixtures                                                        4,355,691          4,355,691
                                                                                        ---------          ---------
                                                                                       50,538,388         50,538,388
   Less - accumulated depreciation                                                     30,494,964         30,494,964
                                                                                       ----------         ----------
                                                                                       20,043,424         20,043,424
Goodwill                                                                                5,050,232          5,050,232
                                                                                        1,571,899          1,571,899
                                                                                        ---------          ---------
Other assets
                                                                                      $73,988,210       $ 74,705,398
                                                                                      ===========       ============

                 LIABILITIES & SHAREHOLDERS' INVESTMENT
Current liabilities
   Current maturities of long-term debt and capitalized leases                         $2,406,250        $ 2,406,250
   Controlled disbursements                                                             3,632,287          3,632,287
   Accounts payable                                                                    13,895,996         13,931,090
   Accrued expenses and other current liabilities                                       7,096,802          8,909,911
                                                                                      -----------          ---------
          Total current liabilities                                                    27,031,335         28,879,538

Long-term debt and capitalized leases                                                  16,729,561         16,729,561

Deferred income taxes                                                                   1,333,571          1,333,571

Shareholders' investment:
   Preferred stock, $.10 par value
      Authorized - 750,000 shares
      Outstanding - no share outstanding
   Capital stock, $.10 par value
      Authorized - 3,000,000 shares
      Outstanding - No shares outstanding
   Common stock, $.10 par value
      Authorized - 17,000,000 shares
      Issued and outstanding - 6,369,327 shares in 2004
       and 7,247,865 shares in 2003                                                       724,787            724,787
   Paid-in capital                                                                     17,570,310         17,570,310
   Deferred compensation                                                               (1,238,947)        (1,238,947)
   Accumulated other comprehensive income (loss), net                                    (101,216)          (101,216)
   Retained earnings                                                                   11,938,809         10,807,794
                                                                                       ----------         ----------

          Total shareholders' investment                                               28,893,743         27,762,728
                                                                                       ----------         ----------
                                                                                     $ 73,988,210       $ 74,705,398
                                                                                     ============       ============


                                       42`

---

`(3)  Long-term Debt and Capitalized Leases

Long-term debt and capitalized leases at October 31, 2004 and 2003 consist of
the following:

                                                                                                2004            2003
                                                                                                ----            ----
Bank credit facility:
  Revolving credit borrowings                                                                $ 9,261,302   $ 4,867,474
  Term Loan A, quarterly principal payment of $250,000                                         4,100,190     5,500,000
  Term Loan B, quarterly principal payments of $51,788                                           983,963       900,000
Capitalized leases:
  City of South Hutchinson, Kansas, 4.75%-5.80%
    Annual principal and sinking fund payments range
    From $391,000 in 2005 to $323,000 in 2007                                                  1,128,750     1,498,750
  City of South Hutchinson, Kansas, 4.80%-5.90%
    Annual principal and sinking fund payments range
    From $129,000 in 2005 to $88,000 in 2009                                                     647,915       770,000
  Longview Industrial Corporation, Longview, Texas
    Variable Rate Demand Revenue Bonds, 0.95%-1.84% in 2004
    Annual principal and sinking fund payments range
    From $300,000 in 2005 to $88,000 in 2009                                                   1,487,709     1,988,337
  Orange County Industrial Development Authority
     Orlando, Florida, 5.50%
    Annual principal and sinking fund payments range
    From $175,000 in 2005 to $250,000 in 2012                                                  1,675,000     1,840,000
  Reno County, Kansas, 4.60%-5.50%
    Annual principal and sinking fund payments range
    From $169,000 in 2005 to $250,000 in 2012                                                  1,602,083     1,771,250
                                                                                             -----------   -----------
                                                                                              20,886,912    19,135,811
Less - current maturities                                                                      2,371,734     2,406,250
                                                                                             -----------   -----------
                                                                                             $18,515,178   $16,729,561

On May 17, 2002 the Company  entered  into a Loan and Security  Agreement,  (the
"Agreement"),  with Fleet Capital  Corporation,  a Rhode Island Corporation (the
"Bank").  The  Agreement  was amended in fiscal 2004 and provides a total credit
facility of $39.0  million  consisting of a revolving  credit  facility of $30.0
million and long-term credit  facilities of $9.0 million.  The amended Agreement
expires May 17, 2008. The credit facilities bear interest based on a combination
of  Eurodollar  (LIBOR plus 1.75%) and the Bank's  prime  lending rate (4.75% at
October 31, 2004).  The revolving credit facility also provides for a maximum of
$2.5 million in letters of credit,  of which $1.5 million  were  outstanding  at
October 31, 2004. The total amount of unused  revolving  credit available to the
Company  was $17.6  million at October  31,  2004.  On May 13,  2005 the Company
entered into an Amendment which provided for, among other things, two additional
term loans in the original principal amount of $2.35 million and $1.0 million to
finance the acquisition of certain real property and to finance the improvements
thereon comprising the manufacturing  facility that was leased by the Company in
Bluffton, Ohio.


                                       43`

---

`The Company uses  derivative  financial  instruments  to reduce  exposure to its
variable-rate  debt. On July 5, 2002, the Company  entered into an interest rate
declining  balance  swap  agreement  on term debt of $6.8  million  to limit the
effect of potential  increases in the interest rates on its  floating-rate  term
debt. This swap agreement expired in May of 2005 and was not renewed. The effect
of this agreement is to convert the underlying variable-rate debt based on LIBOR
to a fixed-rate debt with an interest rate between 4.42% and 4.65% plus a margin
of 175  basis  points.  The fair  value of this  swap at  October  31,  2004 was
$40,562.

The credit facility is collateralized by receivables, inventories, equipment and
certain real property. Under the terms of the Agreement, the Company is required
to  maintain  certain  financial  ratios  and other  financial  conditions.  The
Agreement  also  prohibits  the  Company  from  incurring   certain   additional
indebtedness,  limits  certain  investments,  advances  or loans  and  restricts
substantial asset sales and capital expenditures. The delay in providing audited
financial statements for the year ending October 31, 2004 would have constituted
a covenant  violation  pursuant to the Agreement.  The Company obtained a waiver
from its  lender  regarding  this  event.  The delay in  providing  the  audited
financial   statements  also  resulted  in   non-compliance   under  other  debt
agreements,  although the  non-compliance did not result in an event of default.
The Company has not received any default notifications.  Management believes all
default  conditions have now been remedied and the Company is in compliance with
its covenants under its lending agreements.

Certain  of the  Company's  manufacturing  facilities  were  financed  from  the
proceeds  of  industrial  revenue  bonds.  Lease  purchase  agreements  with the
respective  cities  provide  that the Company  may  purchase  the  manufacturing
facilities  at any time  during  the  lease  terms  by  paying  the  outstanding
principal  amount of the bonds plus a nominal  amount.  At October 31, 2004, the
net book  value of  manufacturing  facilities  subject to these  lease  purchase
agreements  was  approximately  $7.7 million.  At October 31, 2004 the Company's
assets included $.4 million in unexpended cash proceeds from Industrial  Revenue
Bonds issued in 2002.

The  carrying  amount of the  Company's  long-term  obligations  does not differ
materially  from fair  value  based on current  market  rates  available  to the
Company.

The aggregate  maturities of capitalized leases and long-term debt for the years
subsequent to October 31, 2004 are as follows:

                2005                            $2,371,734
                2006                             2,533,400
                2007                             2,365,900
                2008                            11,678,170
                2009                               601,458
                2010 and thereafter              1,336,250

The Company has aggregate  maturities of $11.7 million in capitalized leases and
long-term debt due in 2008, principally as a result of a loan agreement with the
Company's lead bank that expires May 17, 2008. The Company currently anticipates
arranging an extension or refinancing of this debt at or prior to maturity.


                                       44`

---

`(4) Comprehensive Income

Comprehensive income consists of net income and other gains and losses affecting
shareholders'  investment that, under generally accepted  accounting  principles
are excluded from net income. Accumulated other comprehensive loss as of October
31, 2004, includes unrealized losses on interest rate swaps of $40,562,  reduced
by $15,000 of deferred tax benefit.  Accumulated other  comprehensive loss as of
October 31, 2003, includes unrealized losses on interest rate swaps of $161,216,
reduced by $60,000 of deferred tax benefit.  Other  comprehensive  income (loss)
for the years ended  October 31, 2004,  2003 and 2002 was $75,654,  and $143,702
and ($244,918) respectively.

(5)  Income Taxes

The provision for income taxes consists of the following:

                                 2004          2003            2002
                                 ----          ----            ----
                                           (as restated)   (as restated)

Current                      $ 1,438,000    $ 1,112,000     $   955,000
Deferred                          92,000       (122,000)        305,000
                             -----------    -----------     -----------
Total                        $ 1,530,000    $   990,000     $ 1,260,000
                             ===========    ===========     ===========


The Company accounts for income taxes in accordance with the asset and liability
method.  Deferred income taxes are determined based upon the difference  between
the book and tax basis of the Company's assets and  liabilities.  Deferred taxes
are  provided  at the  enacted  tax  rates  expected  to be in  effect  when the
differences reverse. The income tax effect of temporary  differences  comprising
the deferred tax assets are included in other current assets and  liabilities on
the accompanying consolidated balance sheet and result from:

                                                                              2004                    2003
                                                                              ----                    ----
Deferred tax assets:                                                                            (as restated)
   Self-insurance reserves                                               $ 1,124,000             $ 1,257,000
   Vacation                                                                  196,000                 194,000
   Warranty / recall                                                         474,000                 469,000
   Doubtful accounts                                                          67,000                  75,000
   Inventories                                                               413,000                 370,000
   Amortization                                                               42,000                 217,000
   Revenue recognition                                                        62,000                    -

   Interest rate swaps                                                        15,000                  60,000
   Restricted stock awards                                                   333,000                 270,000
   Deferred compensation                                                     139,000                  84,000
   Other                                                                     105,000                    -
                                                                           ---------               ---------
                                                                           2,970,000               2,996,000
                                                                           ---------               ---------
Deferred tax liabilities:
   Accelerated depreciation                                               (1,570,000)             (1,553,000)
   Prepaid health insurance                                                 (532,000)               (462,000)
   Other                                                                           -                 (21,000)
                                                                          ----------              ----------
                                                                          (2,102,000)             (2,036,000)
                                                                          ----------              ----------
Net deferred tax assets                                                    $ 868,000               $ 960,000
                                                                           =========               =========

No valuation  allowance  against deferred tax assets was provided at October 31,
2004 and 2003, as management considers it more likely than not that the recorded
tax assets will be realized.


                                       45`

---

`A  reconciliation  between the statutory  federal  income tax rate (34%) and the
effective  rate of income tax  expense  for each of the three  years  during the
period ended October 31, 2004 follows:

                                                       2004              2003              2002
                                                       ----              ----              ----
Statutory federal income tax rate                       34%                34%               34%
Increase (decrease) in taxes
  Resulting from:
    State tax, net of federal benefit                    4                 4                  4
    Other                                                1                 -                  1
                                                        ---               ---                ---

Effective tax rate                                      39%               38%                39%
                                                        ===               ===                ===

(6) Capital Stock

Preferred Stock - On March 28, 1995, the Company's Board of Directors  adopted a
stockholders  rights plan  (Plan) and  declared a dividend  distribution  of one
right  (Right) for each  outstanding  share of common stock to  stockholders  of
record on April 20,  1995.  Under the terms of the Plan each Right  entitles the
holder  to  purchase  one  one-hundredth  of a share of  Series A  Participating
Preferred  Stock (Unit) at an exercise  price of $7.44 per Unit.  The Rights are
exercisable a specified number of days following (i) the acquisition by a person
or group of persons  of 20% or more of the  Company's  common  stock or (ii) the
commencement  of a tender  offer  or an  exchange  offer  for 20% or more of the
Company's  common stock or (iii) when a majority of the  Company's  unaffiliated
directors (as defined)  declares that a person is deemed to be an adverse person
(as  defined)  upon  determination  that such  adverse  person  has  become  the
beneficial  owner of at least 10% of the Company's common stock. The Company has
authorized and reserved 750,000 shares of preferred  stock,  $.10 par value, for
issuance  upon the exercise of the Rights.  The Company may redeem the Rights in
whole,  but not in part,  at a price of $.01 per  Right in  accordance  with the
provisions of the Plan. These Rights expired on April 1, 2005.

Stock-Based Compensation Plans - The Company has two shareholder-approved  stock
plans,  the 1995  Stock  Option  Plan (the  "1995  Plan")  and the 1997  Omnibus
Incentive Plan (the "1997 Plan").

Under the 1995 Plan, a total of 1,000,000  shares of the Company's  common stock
were available for grant to officers, directors and key employees. As of October
31, 2004,  all of these options had been granted and options to purchase  84,100
shares were outstanding under the 1995 Plan.

Under the 1997 Plan, directors,  officers and key employees may be granted stock
options,  restricted  stock and other  stock-based  awards. A total of 2,000,000
shares  may be  granted  under the 1997 Plan.  At  October  31,  2004 a total of
186,000 shares were available for future issuance and options for 732,500 shares
were outstanding under the 1997 Plan.

In fiscal 2004, the Company issued 195,000 shares of common stock under the 1997
Plan in the form of  restricted  stock awards which will vest in fiscal 2008. In
fiscal 2003,  the Company  issued  205,000 shares of common stock under the 1997
Plan in the form of  restricted  stock awards which will vest in fiscal 2007. In
fiscal 2002,  the Company  issued  202,500 shares of


                                       46`

---

`common  stock under the 1997 Plan in the form of  restricted  stock awards which
will vest in fiscal  2005.  Restricted  shares  issued  under the 1997 Plan were
awarded as an incentive to retain key employees,  officers and  directors.  Upon
issuance of restricted stock, unearned compensation, equivalent to the excess of
the market price of the shares  awarded over the price paid by the  recipient at
the date of grant,  is charged to equity and amortized  against  income over the
related vesting period.

Under both plans,  the exercise price of all options granted through October 31,
2004 equaled the stock's  market price on the date of grant and fully vested six
months  after the date of grant.  The original  expiration  dates of the options
ranged  from 5 to 10  years.  Options  outstanding  at  October  31,  2004 had a
weighted average contractual life of three years and exercise prices ranged from
$3.97 to $5.13 per share.

A summary of  outstanding  options under the Company's two stock option plans at
October  31,  2004,  2003 and 2002 and  changes  during the years then ended are
presented in the table following:

                                   2004                            2003                           2002
                                   ----                            ----                           ----
                                              Per                            Per                            Per
                             Shares        Share(a)         Shares         Share(a)        Shares         Share(a)
                             ------        --------         ------         --------                       --------
Outstanding at
beginning of
year                           838,200          $4.27         849,800           $4.26        925,800           $4.07

Exercised                      (21,600)          1.93          (3,700)           1.94        (76,000)           1.88

Forfeited                            -              -          (7,900)           4.44              -              -
                         --------------  -------------          -----            ----   --------------   -----------
Outstanding at end of
year                           816,600          $4.33         838,200           $4.27        849,800           $4.26
                               =======          =====         =======           =====        =======           =====

Exercisable at end of
year                           816,600          $4.33         838,200           $4.27        849,800           $4.26
                               =======          =====         =======           =====        =======           =====

(a) Weighted average exercise price per share.

 (7)  Tax Deferred Savings Plan and Trust

In 1985, the Company made available to all eligible employees the opportunity to
participate  in the Company's Tax Deferred  Savings Plan and Trust.  The Company
provides a 50% matching  contribution in the form of cash or unregistered common
stock of the Company on the eligible amount invested by participants in the plan
to purchase common stock of the Company. The Company's contribution to this plan
was  $178,745  in 2004,  $159,160 in 2003,  and $81,488 in 2002.  This plan held
465,542  shares of the  Company's  common  stock at October 31, 2004 and 535,552
shares at October 31, 2003.


                                       47`

---

`(8) Commitments and Contingencies

(a) Letters of Credit - The Company  has  outstanding  letters of credit as more
fully described in Note 3.

(b)  Repurchase  Agreements  - It is  customary  practice  for  companies in the
specialty  vehicle  industry to enter into repurchase  agreements with financing
institutions  to provide  floor plan  financing  for dealers.  In the event of a
dealer default, these agreements generally require the repurchase of products at
the original  invoice price net of certain  adjustments.  The risk of loss under
the  agreements is limited to the risk that market prices for these products may
decline between the time of delivery to the dealer and time of repurchase by the
Company.  The risk is spread  over  numerous  dealers  and the  Company  has not
incurred   significant  losses  under  these  agreements.   In  the  opinion  of
management,  any future losses under these  agreements  will not have a material
adverse effect on the Company's financial position or results of operations. The
Company's  repurchase  obligation  under these agreements is limited to vehicles
which are in new  condition  and as to which the dealer still holds  title.  The
Company's   contingent   obligation  under  such  agreements  was  approximately
$1,188,000 at October 31, 2004.

(c) Operating Leases - The Company has operating leases  principally for certain
manufacturing  facilities,  vehicles and equipment.  Operating lease expense was
$758,752 in 2004, $651,998 in 2003, and $586,297 in 2002. It is expected that in
the ordinary course of business these leases will be renewed or replaced as they
expire.

The  following  schedule  details  operating  lease  commitments  for the  years
subsequent to October 31, 2004:

                  2005                                   $481,821
                  2006                                    249,827
                  2007                                    184,873
                  2008                                    109,229
                  2009                                     44,252
                  2010 and thereafter                           -

(d)  Litigation - At October 31, 2004 the Company has  litigation  pending which
arose  in the  ordinary  course  of  business.  Litigation  is  subject  to many
uncertainties  and  the  outcome  of the  individual  matters  is not  presently
determinable. It is management's opinion that this litigation will not result in
liabilities that would have a material adverse effect on the Company's financial
position or results of operations.

(e)  Self-insurance  Reserves - The Company has  historically  self-insured  for
workers compensation,  health insurance, general liability and product liability
claims, subject to specific retention and reinsurance levels.

Effective  July  1,  2005,  the  Company   purchased   guaranteed  cost  workers
compensation  insurance for the states in which it had previously  self-insured.
The  Company  continues  to  be  self-insured  in  certain  states  for  workers
compensation claims incurred prior to July 1, 2005.


                                       48`

---

`Certain  workers  compensation  claims have been denied by the Company's  excess
liability  insurance  carrier.  Reserves have been recorded assuming no recovery
from the excess  insurance  carrier is received.  Management  is  disputing  the
denial of coverage by the excess liability insurance carrier but recovery of any
amounts is contingent  and management  cannot  provide any assurances  regarding
recovery  of any  amounts.  The  amount of excess  coverage  being  disputed  is
approximately $0.6 million.

(f) Chassis Contingent Liabilities - The Company obtains certain vehicle chassis
from two  automotive  manufacturers  under  agreements  that do not transfer the
vehicle's  certificate  of origin to the Company and,  accordingly,  the Company
accounts for the chassis as consigned inventory. Chassis are typically converted
and delivered to customers  within 90 days. The Company's  contingent  liability
under such agreements amounted to $15.7 million at October 31, 2004.

(g)  Warranties  - The  Company's  products  generally  carry  explicit  product
warranties  that extend from several months to more than a year,  based on terms
that are generally accepted in the marketplace.  Certain components  included in
the  Company's end products  (such as chassis,  engines,  axles,  transmissions,
tires, etc.) may include warranties from original equipment manufacturers (OEM).
These  OEM  warranties  are  generally  passed  on to the  end  customer  of the
Company's products and the customer generally deals directly with the applicable
component  manufacturer.  The Company records  provisions for estimated warranty
and other related  costs at the time of sale based on  historical  warranty loss
experience  and   periodically   adjusts  these  provisions  to  reflect  actual
experience. Certain warranty and other related claims involve matters of dispute
that  ultimately  are  resolved  by  negotiation,   arbitration  or  litigation.
Infrequently,  a material  warranty issue may arise which is beyond the scope of
the Company's historical experience.  The Company provides for any such warranty
issues as they become known and estimable.  It is reasonably  possible that from
time to time  additional  warranty  and other  related  claims  could arise from
disputes  or  other  matters  beyond  the  scope  of  the  Company's  historical
experience.  The following  table provides the changes for fiscal years 2004 and
2003 in the Company's product warranties (in thousands):

                                                   2004       2003
                                                   -----      ----
Accrued warranties Beginning of Fiscal Year      $ 1,133    $ 1,076

Provisions for warranty charged against income     1,561      1,442

Payments and adjustments of warranties            (1,510)    (1,385)
                                                 -------    -------

Accrued warranties at Fiscal Year End            $ 1,184    $ 1,133
                                                 =======    =======

(h) SEC  investigation  - The Company was advised on February  25, 2005 that the
SEC initiated a preliminary investigation of certain accounting practices of the
Company. The Company is cooperating with the SEC.


                                       49`

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`(9) Segment Information 

The  Company  has three  reportable  segments:  ambulances,  buses and  terminal
trucks/road  construction equipment.  The ambulance segment produces modular and
van type ambulances for sale to hospitals,  ambulance services, fire departments
and other  governmental  agencies.  The bus segment produces small school buses,
commercial buses and shuttle buses for sale to schools,  hotel shuttle services,
airports, and other governmental agencies. The terminal trucks/road construction
equipment  segment  produces  off road  trucks  designed  to move  trailers  and
containers  for  warehouses,  truck  terminals,  rail yards,  rail terminals and
shipping ports and produces a line of road construction equipment.

The accounting  policies of the segments are the same as those  described in the
summary  of  significant  accounting  policies  in  Note 1 of the  Notes  to the
Consolidated  Financial  Statements.  The Company evaluates performance based on
profit or loss from  operations  before income taxes not including  nonrecurring
gains and losses.  For the fiscal years ended  October 31,  2004,  2003 and 2002
nonrecurring  gains or losses  were not  incurred  and as such have no impact on
this analysis.

The Company  accounts for  intersegment  sales and  transfers as if the sales or
transfers  were to third  parties,  with all  intercompany  sales  eliminated in
consolidation.

The  Company's  reportable  segments  are  strategic  business  units that offer
different  products  and  services.  They are managed  separately  because  each
business requires different technology and marketing strategies.

The following table contains segment information for the years ended October 31,
2004, 2003 and 2002 following  restatement as set forth in Note(2).  All amounts
are in thousands of dollars.

                                                                          Terminal
                                                                          Trucks /
                                                                            Road
                                                                        Construction             Consolidated
(as restated)                                 Ambulance      Buses       Equipment      Other        Total
-------------                                 ---------      -----       ---------      -----        -----

Revenues from external customers     2004        $83,242     $57,564         $67,397         -       $208,203
                                     2003         96,486      66,628          41,504         -        204,618
                                     2002         95,547      66,264          39,032         -        200,843

Intersegment revenues:               2004            177         687              32         -            896
                                     2003            142         411              48         -            601
                                     2002            787       2,315             251         -          3,353

Interest income/(expense) net:       2004           (442)       (378)           (654)        2         (1,472)
                                     2003           (499)       (520)           (697)      (12)        (1,728)
                                     2002           (283)       (497)           (691)      (56)        (1,527)

Depreciation and amortization:       2004         (1,018)       (839)           (516)   (1,020)        (3,393)
                                     2003           (722)     (1,060)           (559)     (979)        (3,320)
                                     2002           (700)     (1,195)           (707)     (904)        (3,506)

Segment profit (loss)  pre tax:      2004          2,315       2,169           3,311    (3,934)         3,861
                                     2003          3,630       1,557           1,065    (3,617)         2,635
                                     2002          6,544         (12)            764    (4,046)         3,250

Segment assets:                      2004         35,165      18,100          21,866     5,596         80,727
                                     2003         31,213      18,263          19,608     5,621         74,705
                                     2002         32,797      21,427          17,948     5,304         77,476

Segment expenditures for capital
assets:                              2004            870         541             406        20          1,837
                                     2003          2,706         211             138        76          3,131
                                     2002          1,953         902             122        27          3,004


                                       50`

---

`Other  includes  the  elimination  of  intersegment  transactions  and  expenses
generated  to support  corporate  activities  not directly  attributable  to any
specific  organization  within  the  enterprise.  Non-domestic  sales were $12.6
million,  $10.9 million, and $19.8 million for fiscal years 2004, 2003 and 2002,
respectively.

All assets are held by companies operating in the United States.

During fiscal years 2004,  2003 and 2002,  sales to any one customer were not in
excess of 10% of consolidated sales.


The following table contains segment information for the years ended October 31,
2004, 2003 and 2002 previously reported before the restatement.  All amounts are
in thousands of dollars.


                                                             As previously reported

                                                                          Terminal
                                                                          Trucks /
                                                                            Road
                                                                        Construction             Consolidated
                                              Ambulance      Buses       Equipment      Other        Total
                                              ---------      -----       ---------      -----        -----


Revenues from external customers     2004        $83,263     $57,562         $67,390         -       $208,215
                                     2003         96,487      66,631          41,529         -        204,647
                                     2002         95,547      66,266          39,026         -        200,839

Intersegment revenues:               2004            177         687              32         -            896
                                     2003            142         411              48         -            601
                                     2002            787       2,315             251         -          3,353

Interest income/(expense) net:       2004           (442)       (378)           (654)        2         (1,472)
                                     2003           (499)       (520)           (697)      (12)        (1,728)
                                     2002           (283)       (497)           (691)      (57)        (1,528)

Depreciation and amortization:       2004         (1,018)       (839)           (516)   (1,020)        (3,393)
                                     2003           (722)     (1,060)           (559)     (979)        (3,320)
                                     2002           (700)     (1,195)           (707)     (904)        (3,506)

Segment profit (loss)  pre tax:      2004          2,204       2,182           3,326    (3,708)         4,004
                                     2003          3,390       1,773           1,078    (3,706)         2,535
                                     2002          6,333        (167)            761    (4,069)         2,858

Segment assets:                      2004         35,156      18,068          21,820     4,886         79,930
                                     2003         31,224      18,265          19,628     4,871         73,988
                                     2002         32,844      21,428          17,956     4,524         76,752

Segment expenditures for capital
assets:                              2004            870         541             406        20          1,837
                                     2003          2,706         211             138        76          3,131
                                     2002          1,953         902             122        27          3,004


                                       51`

---

`(10) Quarterly Financial  Information  
(Unaudited)  (Dollars in thousands except per share  information)
The following  information for fiscal year 2003 and the first,  second and third
quarters for fiscal year 2004 is  restated.  See Note (2).  Information  for the
fourth quarter of fiscal year 2004 is revised from that previously  furnished by
the Company in its November 22, 2004 Current Report on Form 8-k.


                                       52`

---

`Financial Results

                             AS PREVIOUSLY REPORTED
                                          Net Sales                     Gross Profit                   Net Earnings (Loss)
                            ------------------------------     -------------------------------    ------------------------------
                                   2004           2003                2004           2003                2004            2003
                                   ----           ----                ----           ----                ----            ----

First Quarter                   $ 41,094        $ 43,836            $ 4,226          $ 4,701             $  (65)        $ (149)
Second Quarter                    50,011          45,580              6,269            5,349                628             80
Third Quarter                     59,070          57,581              6,745            6,105                860            624
Fourth Quarter                    58,040          57,650              6,787            6,886              1,061          1,020
                                  ------          ------              -----            -----              -----          -----
Fiscal Year                     $208,215        $204,647            $24,027          $23,041             $2,484         $1,575
                                ========        ========            =======          =======             ======         ======

                                                                                              Diluted Earnings (Loss)
                                                                Basic Earnings (Loss)         Per Common Share
                                                                  Per Common Share
                                                                    2004            2003           2004           2003
                                                                    ----            ----           ----           ----

First Quarter                                                     $ (.01)          $ (.02)        $ (.01)        $ (.02)
Second Quarter                                                       .11              .01            .10            .01
Third Quarter                                                        .15              .09            .14            .09
Fourth Quarter                                                       .18              .16            .17            .15
                                                                  ------           ------          -----          -----
Fiscal Year                                                       $  .43           $  .24          $ .40          $ .23
                                                                  ======           ======          =====          =====

                                   AS RESTATED
                                          Net Sales                     Gross Profit                   Net Earnings (Loss)
                            ------------------------------     -------------------------------    ------------------------------
                                   2004           2003                2004           2003                2004            2003
                                   ----           ----                ----           ----                ----            ----
                            (as restated)  (as restated)       (as restated)  (as restated)       (as restated)   (as restated)
First Quarter                   $ 41,148        $ 43,860            $ 4,484          $ 4,677              $  32         $ (152)
Second Quarter                    50,011          45,580              6,253            5,447                622            148
Third Quarter                     59,070          57,581              6,761            6,373                876            792
Fourth Quarter                    57,974          57,597              6,576            6,513                801            857
                                  ------          ------              -----            -----             ------         ------
Fiscal Year                     $208,203        $204,618            $24,074          $23,010             $2,331         $1,645
                                ========        ========            =======          =======             ======         ======

                                                                                              Diluted Earnings (Loss)
                                                                Basic Earnings (Loss)         Per Common Share
                                                                  Per Common Share            ----------------
                                                                    2004*           2003          2004            2003
                                                                    ----            ----          ----            ----
                                                           (as restated)   (as restated)    (as restated)  (as restated)
First Quarter                                                      $ .01           $ (.02)         $ .01         $ (.02)
Second Quarter                                                       .11              .02            .10            .02
Third Quarter                                                        .15              .12            .14            .12
Fourth Quarter                                                       .14              .13            .13            .12
                                                                  ------           ------          -----          -----
Fiscal Year                                                       $  .40           $  .25          $ .38          $ .24
                                                                  ======           ======          =====          =====



* - Fiscal year 2004 basic  earnings is less than the sum of the quarters due to
rounding  and  the  reduction  of  shares  outstanding  from  the  purchase  and
retirement of treasury stock.


                                       53`

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`(11)  Subsequent Events
Audit Committee Investigation


On January 31, 2005, the Company  announced that it delayed filing the Form 10-K
for the year ended  October 31, 2004 because  Company  management  and the Audit
Committee  of its  Board of  Directors  were  investigating  and  analyzing  the
Company's manner of establishing reserves in various workers' compensation cases
in the states of Kansas and  Florida.  The  decision to delay filing of the Form
10-K for the period  ended  October  31,  2004 was made to permit the  Company's
management and Audit Committee to complete the investigation  and analysis,  and
to allow its independent  registered  public  accounting firm sufficient time to
complete the audit of the Company's October 31, 2004 financial statements.

The Audit Committee hired independent legal counsel and an independent insurance
consultant to assist in its investigation of the workers compensation  reserves.
Due to the complexity of calculating the reserves  required at the various dates
and the  difficulty of estimating  the reserve  amount in each case,  additional
time was needed to ensure a complete  investigation  and this caused the Company
to not be in  position  to file its  periodic  reports  with the SEC on a timely
basis.

The Company  discovered  issues with workers'  compensation  claims for injuries
dating back to 1990. The special  investigation  revealed that Company personnel
with  responsibility  for setting reserves did so in an aggressive  manner which
caused the third-party  administrator  adjusters to recommend reserves at levels
lower than they would have  otherwise  recommended.  Personnel  also  employed a
practice  known as  stair-stepping  reserves for certain  claims.  This involves
recording  reserves initially at an amount lower than the amount the claim would
be expected to settle for and  increasing  the reserve  over time.  In addition,
several  Florida  claims that had  existed  for an  extended  period of time had
reserves which had been set artificially low and then increased  periodically to
reflect  on-going  payments to  claimants.  The accrual of these  amounts in the
period that claims were incurred  resulted in a charge to retained  earnings for
periods prior to October 31, 2001 and a reversal of reserves in subsequent years
to reflect amounts that should already have been recorded.

On May 12, 2005, the Company  announced that its Audit Committee had recommended
revised  procedures for establishing  workers'  compensation  reserves.  Revised
procedures were put in place to help ensure reserve  recommendations made by the
third  party  administrator  ("TPA")  are  recorded.  Procedures  also  prohibit
inappropriate  influence  by  management  in  the  determination  of  the  TPA's
recommended reserve amounts. The revised procedures require increased accounting
oversight  to help insure  reserves are recorded in  accordance  with  generally
accepted   accounting   principles.   The  Board  of   Directors   approved  the
recommendation.

Other

The Company  failed to meet the continued  listing  qualifications  set forth in
NASDAQ  Marketplace  Rule  4310(c)(14)  due to the delayed  filing of its annual
report on Form 10-K with


                                       54`

---

`the  Securities  and Exchange  Commission  and as of May 16, 2005 its securities
were delisted from the NASDAQ National Market.

On May 13, 2005, the Company's Mid Bus subsidiary  completed the purchase of its
Bluffton,  Ohio manufacturing facility for a purchase price of $2,000,000.  This
property  was  leased  prior to  being  purchased  with  financing  through  the
Company's  lead bank. In addition to the purchase  price,  the Company agreed to
purchase up to  $1,000,000 of parts or products over the next five years from an
affiliate of the seller.  Certain  penalties are imposed on the Company if it is
unable or unwilling to meet this purchase commitment.

On March 21, 2005,  the Company  reported  that the Executive  Vice  President -
Operations,  Terry L. Clark, and Chief Financial Officer,  Larry Sayre,  retired
effective March 18, 2005. April 1, 2005, Randall Swift became Vice President and
Chief Operating Officer of the Company.  On May 23, 2005, Cletus Glasener became
Vice President and Chief  Financial  Officer of the Company.  A charge to income
totaling approximately $1.1 million was recorded in the second quarter of fiscal
year 2005. This amount represents the estimated severance  obligation of the two
executives who retired.

Item 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 9A.  CONTROLS AND PROCEDURES

For the period  covered by this report,  the Company  carried out an evaluation,
under the supervision and with the  participation  of the Company's  management,
including the Company's Chief Executive Officer and Chief Financial Officer,  of
the  effectiveness  of the  design and  operation  of the  Company's  disclosure
controls  and  procedures.  Based upon that  evaluation  and due to the material
weaknesses in internal  control over financial  reporting  described  below, the
Chief Executive Officer and Chief Financial Officer concluded that the Company's
disclosure  controls  and  procedures  (as  defined  in Rule 13a - 15(e) or Rule
15d-15(e)  of the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
Act") are not effective to ensure that  information  required to be disclosed by
the Company in the reports  that it files or submits  under the  Exchange Act is
recorded,  processed,  summarized and reported within the required time periods.
There are inherent  limitations to the effectiveness of any system of disclosure
controls and procedures.  Even effective  disclosure controls and procedures can
only provide reasonable assurance of achieving their control objectives.

Attached as Exhibits 31.1 and 31.2 to this annual report are certifications of
the Chief Executive Officer and Chief Financial Officer required in accordance
with Rule  13a-14(a) of the Exchange Act.  This portion of the Company's  annual
report includes the information concerning the controls evaluation referred to
in the certifications and should be read in conjunction with the certifications
for a more complete understanding of the topics presented.

Except as  described  below,  there were no changes  in the  Company's  internal
control over financial reporting that occurred during the last quarter of fiscal
year 2004 that have materially affected,  or are reasonably likely to materially
affect, the Company's internal control over


                                       55`

---

`financial  reporting.  In  conjunction  with their audit of our fiscal year 2004
consolidated  financial  statements KPMG LLP (KPMG),  the Company's  independent
registered public accounting firm, identified and reported to management and the
Audit  Committee two material  weaknesses  under  standards  established  by the
Public Company  Accounting  Oversight  Board (PCAOB).  A material  weakness is a
significant deficiency, or combination of significant deficiencies, that results
in more than a remote  likelihood that a material  misstatement of the annual or
interim  financial  statements will not be prevented or detected.  A significant
deficiency is a control deficiency, or combination of control deficiencies, that
adversely affects the Company's ability to initiate, authorize, record, process,
or report external financial data reliably in accordance with generally accepted
accounting  principles such that there is a more than a remote likelihood that a
misstatement  of the company's  annual or interim  financial  statements that is
more than inconsequential will not be prevented or detected.


                                       60`

---

`The material weaknesses were identified as:

(1) Control Policies and Procedures

The Company did not have effective policies and procedures  regarding management
override of controls,  and it did not have  effective  policies  and  procedures
implementing  its Code of Conduct.  As a result,  it did not  maintain a control
environment  that promoted  open and candid  communication.  In some  instances,
certain officers and personnel did not communicate  critical  information needed
to properly record transactions. These deficiencies result in more than a remote
likelihood  that  a  material   misstatement  of  interim  or  annual  financial
statements could occur and not be detected.

(2) Workers' Compensation Reserves

The Company had  inadequate  controls in place to record  worker's  compensation
reserves  in  accordance   with  generally   accepted   accounting   principles.
Specifically,  it did not have appropriate policies and procedures to ensure the
estimates provided by an independent  insurance  advisor,  which was utilized to
assist in  estimating  workers'  compensation  reserves were  appropriate.  As a
result,  workers  compensation  reserves were materially misstated in previously
filed  consolidated  financial  statements.  Historical  consolidated  financial
statements have been restated to correct these errors.


                                       56`

---

`The Company will continue to evaluate the material  weaknesses and will take all
necessary action to correct the internal control  deficiencies  identified.  The
Company will also further  develop and enhance its  internal  control  policies,
procedures,  systems  and staff to allow it to mitigate  the risk that  material
accounting  errors  might go  undetected  and be  included  in its  consolidated
financial statements.

The Company contemplates  undertaking a thorough review of its internal controls
as part of the Company's  preparation for compliance with the requirements under
Section  404 of the  Sarbanes-Oxley  Act of 2002 and the  Company  is using this
review to further assist in identifying and correcting control deficiencies.  At
this time, the Company has not completed its review of the existing controls and
their  effectiveness.  Unless and until the material weaknesses described above,
or any identified  during this review,  are completely  remedied,  evaluated and
tested,  there can be no assurances that the Company will be able to assert that
its internal  control over  financial  reporting is  effective,  pursuant to the
rules adopted by the SEC under Section 404, when those rules take effect.


Item 9B.  OTHER INFORMATION

None.


                                       57`

---

`PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

MANAGEMENT

Directors and Executive Officers

         The following table sets forth certain information with respect to the
directors and executive officers of the Company.

Name                                        Age               Position Within The Company

Don L. Collins                              74                Chairman and Director

Donald Lynn Collins                         53                President, Chief Executive Officer and
                                                              Director

Don S. Peters                               75                Director

Arch G. Gothard, III                        59                Director

William R. Patterson                        63                Director

Terry L. Clark    (1)                       54                Former Executive Vice President of
                                                              Operations

Larry W. Sayre  (1)                         57                Former Vice President of Finance, Chief
                                                              Financial Officer and Secretary

Randall Swift (2)                           39                Vice President and Chief Operating Officer

Cletus Glasener (3)                         46                Vice President of Finance, Chief Financial
                                                              Officer

Rodney T. Nash                              60                Vice President of Engineering

Kent E. Tyler                               38                Vice President of Marketing

 (1) Retired from the Company March 18, 2005.
 (2) Promoted to Vice President and Chief Operating Officer April 1, 2005. (3)
 Joined the Company May 23, 2005.

Don L.  Collins,  founder of the  Company,  has served as  Chairman of the Board
since its inception in 1971 and served as Chief Executive Officer until 1998. He
is Chairman of the Board's Executive Committee.


                                       58`

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`Donald  Lynn  Collins  joined the Company in 1980 after  being  associated  with
Arthur Andersen LLP, an international accounting firm. Mr. Collins has served as
Chief  Executive  Officer of the Company since 1998, as President since 1990 and
as a director  since 1983.  He served as the Chief  Operating  Officer from 1988
until 1998. He is Chairman of the Board's  Policy  Committee and a member of the
Board's Executive Committee. He is the son of Don L. Collins.

Don S. Peters,  an independent  director of the Company since 1983,  founded and
was chairman of Peters, Gamm, West and Vincent, Inc. an investment advisory firm
in  Wichita,  Kansas,  from  1983 to  December  1991.  He has  been a  financial
consultant  with Central  Plains  Advisors,  Inc., an investment  advisory firm,
since  December  1991.  He is Chairman of the Board's  Finance  Committee  and a
member of the Board's Audit, Compensation, Nominating and Policy Committees.

Arch G. Gothard,  III, an  independent  director of the Company since 1987,  was
president of First Kansas Group,  an investment  firm in Junction City,  Kansas,
from 1988 to 1999.  He was chief  financial  officer,  treasurer and director of
Communications  Services,  Inc. from 1985 to 1989. He is Chairman of the Board's
Compensation  and  Nominating  Committees  and is a member of the Board's Audit,
Finance and Policy  Committees.  Mr.  Gothard also serves as a director of Kenco
Plastics, a manufacturer and molder of plastic products,  Colorado Power Sports,
a distributor of ATV's, motorcycles,  watercraft and similar products, Pay Phone
Concepts and Dornoch Medical Systems.

William R. Patterson, an independent director of the Company since 1998, and has
been a principal of  Stonecreek  Management,  LLC , a private  investment  firm,
since 1998. From October 1996 to August 1998, he was Executive Vice President of
Premium Standard Farms,  Inc., a  fully-integrated  pork producer and processor,
where he served as a  consultant  and as acting  Chief  Financial  Officer  from
January 1996 to October 1996. From September 1976 through December 1995 he was a
partner in Arthur  Andersen LLP. Mr.  Patterson is Chairman of the Board's Audit
Committee and is a member of the Board's  Compensation,  Executive,  Finance and
Nominating  Committees.  Mr.  Patterson  also  serves as a director  of American
Italian Pasta Company, a producer of dry pasta, and Premium Standard Farm, Inc.,
an integrated  pork producer and processor and as a director and chairman of the
board of Paul Mueller  Company,  a manufacturer of high-quality  stainless steel
tanks and industrial processing equipment

Randall Swift was named Vice President and Chief  Operating  Officer on April 1,
2005. He joined the Company in 1998 as V.P./Sales  and Marketing for Capacity of
Texas,  Inc., a wholly-owned  subsidiary of the Company.  In 1999, Mr. Swift was
promoted to  President  of Capacity  where he  continued  to serve prior to this
appointment.  Mr. Swift possesses an extensive background in sales,  engineering
and manufacturing with over six years at Cummins Southern Plains,  Inc. prior to
coming to Capacity.

Cletus Glasener was named Vice President of Finance and Chief Financial  Officer
on May 23,  2005.  Prior to joining  the  Company  he served as Vice  President,
Controller and Treasurer of Vought Aircraft Industries since 2000.

Rodney T. Nash joined the Company in 1979 as  Engineering  Manager and was named
Vice President of Engineering of the Company in November 1986.  Prior to joining
the Company,  he


                                       59`

---

`held  engineering   positions  with  Hesston   Corporation,   a  farm  equipment
manufacturer and Butler Manufacturing, a manufacturer of specialized buildings.

Kent E.  Tyler  joined  the  Company  in  December  1997 as  Vice  President  of
Marketing.  Prior to joining  the  Company,  he was Vice  President  of Ackerman
McQueen, a full-service national marketing and advertising agency.

All executive officers serve at the discretion of the Board of Directors.

Section 16(a) - Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires  executive  officers and directors of
the Company, and persons who beneficially own more than ten percent (10%) of the
common stock (collectively  referred to herein as "Reporting Persons"),  to file
initial  reports of  ownership  and  reports of  changes in  ownership  with the
Securities and Exchange  Commission (the  "Commission").  Reporting  Persons are
required by  Commission  regulations  to furnish the Company  with copies of all
Section 16(a) forms they file.

Based solely upon a review of copies of Forms 3, 4 and 5 and amendments  thereto
furnished to the Company  during its most recent  fiscal  year,  and any written
representations  from a person that no Form 5 is required,  the Company believes
that all of these forms  required to be filed by  Reporting  Persons were timely
filed pursuant to Section 16(a) of the Exchange Act,  except for one late filing
by Donald Lynn  Collins and one late filing by Don L. Collins with respect to an
indirect stock transaction in fiscal year 2004.

COMMITTEES OF THE BOARD AND OTHER CORPORATE GOVERNANCE MATTERS

The  Board  of  Directors  has  established  standing  Audit,  Compensation  and
Nominating  Committees.  The principal  responsibilities  of each  committee are
described below.

The Audit Committee consists of three directors,  each of whom is "independent",
as defined by the rules of the National  Association  of Securities  Dealers and
the  Sarbanes-Oxley  Act of 2002. The Audit  Committee met nine (9) times during
Fiscal 2004. It appoints a firm of independent public accountants to examine the
accounting  records of the Company and its  subsidiaries for the coming year. In
making  this  appointment,  it  reviews  the  nature of both  audit-related  and
non-audit-related  services  rendered  or to be  rendered to the Company and its
subsidiaries by the independent  public  accountants.  The Audit Committee meets
with representatives of the Company's independent public accountants and reviews
with them audit scope, procedures and results, including any recommendations. It
also meets with the Company's chief  financial  officer to review reports on the
functioning  of financial  controls.  A more complete  description  of the Audit
Committee's  functions  is provided in its Charter.  The Board of Directors  has
determined that William R. Patterson is an "audit committee financial expert" as
defined in Item 401(h) of Regulation S-K. The members of the Audit Committee are
William R. Patterson, III, Arch G. Gothard, III and Don S. Peters.


                                       60`

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`The Compensation Committee,  consisting of three independent directors, met once
during Fiscal 2004. The  Compensation  Committee  establishes  the  compensation
policies of the Company and makes salary and bonus  recommendations to the Board
of  Directors  for all  executive  officers.  The  members  of the  Compensation
Committee are Arch G. Gothard, III, William R. Patterson, III and Don S. Peters.

The Nominating Committee,  consisting of three independent  directors,  met once
during  Fiscal  2004.  It  recommends  to the Board of  Directors  nominees  for
director to be proposed  for election by the  stockholders  and also reviews the
qualifications of, and recommends to the Board of Directors,  candidates to fill
Board of Director  vacancies as they may occur during the year.  The  Nominating
Committee  considers  suggestions  from many  sources,  including  shareholders,
regarding the process for evaluation and possible candidates for director.  Such
suggestions,  together  with  appropriate  biographical  information,  should be
submitted to the Secretary of the Company for  consideration  by the  Nominating
Committee by September 23, 2005 for the next annual  stockholders  meeting.  The
Nominating  Committee  guidelines regarding the qualifications of candidates for
directors,  including shareholder proposed candidates,  insofar as they apply to
non-employees,  generally favor  individuals who have managed  relatively large,
complex business,  educational, or other organizations or who, in a professional
or  business  capacity,  are  accustomed  to dealing  with  complex  business or
financial  problems.  In addition to these  guidelines,  the Committee will also
evaluate whether the candidate's  skills are complementary to the existing Board
members' skills,  and the Board's needs for operational,  management,  financial
and  other  expertise.  The  members  of the  Nominating  Committee  are Arch G.
Gothard, III, William R. Patterson, III and Don S. Peters.

Actions  taken by any  committee of the Board of  Directors  are reported to the
Board of Directors, usually at its next meeting.

There were eleven (11) meetings of the Board of Directors during Fiscal 2004. In
Fiscal 2004,  each  director  attended  more than 75% of (i) the total number of
meetings of the Board of Directors and (ii) the total number of meetings held by
all  committees  of the Board on which he  served.  The Board of  Directors  has
affirmatively  determined  that  Messrs.  Gothard,   Patterson  and  Peters  are
independent  as defined by the rules of the National  Association  of Securities
Dealers.

Shareholder Communications

Historically,  the  Company has not  adopted a formal  process  for  shareholder
communication with the Board of Directors.  Nevertheless,  every effort has been
made to  ensure  that  the  views of  shareholders  are  heard  by the  Board of
Directors or individual  directors,  as may be applicable,  and that appropriate
responses  are  provided  to  shareholders  in a timely  manner.  We believe our
responsiveness to shareholder  communications to the Board of Directors has been
excellent.

The Company asks that each director  attend the Annual Meeting of  Shareholders.
All of the Company's directors attended the last Annual Meeting held on February
27, 2004.

Code of Ethics - The Code of Ethics of the  Company  (the  "Code"),  was adopted
January 27, 2004, and is applicable to all directors and employees.  The Code is
available  free of charge  from


                                       61`

---

`the    Investor    Relations    section    of    the    Company    website    at
http://www.collinsind.com.  The Company will satisfy any disclosure requirements
under Item 5.05 of Form 8-K regarding an amendment to, or waiver of the Code for
any officer,  principal  financial  officer,  principal  accounting  officer and
persons  performing similar functions by disclosing the nature of such amendment
or waiver on the Company's website or in a report on Form 8-K.


                                       62`

---

`Item 11.  EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth certain information regarding compensation paid
during each of the Company's last three fiscal years to the Company's Chief
Executive Officer and the other named executive officers.

                                                                                                       LONG-TERM
                                                           ANNUAL COMPENSATION                       COMPENSATION

           Name and                                                            Other Annual        Restricted Stock
      Principal Position         Year       Salary ($)      Bonus ($)      Compensation ($)(1)      Awards ($) (2)
      ------------------         ----       ----------      ---------      ------------------       --------------

Don L. Collins                   2004        400,000            -                   -                 101,000 (3)
  Chairman                       2003        400,000            -                   -                 108,000 (3)
                                 2002        403,287          90,000                -                 150,000 (3)

Donald Lynn Collins              2004        385,000         125,000              28,750              353,500 (4)
  President and Chief            2003        380,000         100,000                -                 252,000 (4)
  Executive Officer              2002        374,012         100,000                -                 350,000 (4)

Terry L. Clark (5)               2004        238,500          55,000              39,450              75,750 (6)
  Former Executive Vice          2003        237,000          44,000                -                 54,000 (6)
  President of Operations        2002        234,144          44,000                -                 75,000 (6)

Larry W. Sayre (5)               2004        195,000          40,000              36,000              75,750 (7)
  Former Vice President of       2003        190,000          30,000                -                 54,000 (7)
  Finance, CFO and               2002        182,763          30,000                -                 75,000 (7)
  Secretary

Kent E. Tyler                    2004        157,500          25,000              38,550              75,750 (8)
  Vice President of              2003        155,000          20,000                -                 54,000 (8)
  Marketing                      2002        154,144          20,000                -                 75,000 (8)


(1)  Other Annual  Compensation  relates to  relocation  expenses paid in Fiscal
     2004.

(2)  Under the terms of the Company's 2002  Restricted  Stock Award  Agreements,
     the  Restricted  Stock  fully  vests  three (3) years after the date of the
     initial  award.  Under the terms of the Restricted  Stock Award  Agreements
     granted in 2003 and 2004, the  Restricted  Stock vests four (4) years after
     the date of the initial  award.  Dividends are paid on Restricted  Stock at
     the same rate as paid on all  other  outstanding  shares  of the  Company's
     common stock.

(3)  Aggregate  value at October  31,  2004  amounted  to  $406,400  based on an
     aggregate total of 80,000 Restricted shares.

(4)  Aggregate  value at October 31, 2004  amounted  to  $1,066,800  based on an
     aggregate total of 210,000 Restricted shares.

(5)  Retired from the Company on March 18, 2005.

(6)  Aggregate  value at October  31,  2004  amounted  to  $228,600  based on an
     aggregate total of 45,000 Restricted shares.


                                       63`

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`(7)  Aggregate  value at October  31,  2004  amounted  to  $228,600  based on an
     aggregate total of 45,000 Restricted shares.

(8)  Aggregate  value at October  31,  2004  amounted  to  $228,600  based on an
     aggregate total of 45,000 Restricted shares.

(9)  Retired from the Company on March 18, 2005.

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

The following table provides information related to options exercised by the
named executive officers during the 2004 fiscal year and the number and value of
options held at October 31, 2004. The Company does not have any outstanding
stock appreciation rights.


                                                                  Number of
                                                                  Underlying                Value of Unexercised
                                                                Unexercised Options         In-the-Money Options
                                                                                            at Fiscal Year End (1)
                         Shares Acquire on
Name                      Exercise (#)        Value Realized ($) Exercisable/Unexercisable  Excercisable/Unexercisable
----                      ------------        --------------------------------------------  --------------------------

Don L. Collins                 --               --                   205,800/0               $   154,914 / $ -
Donald Lynn Collins            --               --                   282,600/0               $   191,433 / $ -
Terry L. Clark                 --               --                    80,800/0               $       6,789/$ -
Larry W. Sayre                 --               --                    55,000/0               $       6,725/$ -
Kent E. Tyler                  --               --                    30,000/0               $      28,638/$ -


     (1) The dollar values are calculated by determining the difference  between
     the fair market value of the underlying common stock and the exercise price
     of the options at fiscal year end.

Directors' Compensation

During  Fiscal 2004,  the Company paid each  employee  director  $1,300 for each
Board of Directors meeting attended.  Outside directors received $1,900 for each
Board of  Directors  meeting  attended  and  $1,200 to $1,300  for each Board of
Directors committee meeting attended.  In addition,  Mr. Peters, Mr. Gothard and
Mr.  Patterson  each  received  Board of Directors  retainer  fees of $2,000 per
month. Committee fees are not paid (i) to employee directors and (ii) to outside
directors  when such  committee  meetings are held on the same day as a Board of
Directors meeting or in conjunction with a general managers meeting.

Compensation Committee Interlocks and Insider Participation

During Fiscal 2004,  the members of the  Compensation  Committee  were primarily
responsible for determining  executive  compensation.  Messrs.  Arch G. Gothard,
III,  William R.  Patterson,  III and Don S. Peters  comprise  the  Compensation
Committee,  none of whom is or was an officer or employee of the Company  during
any of the past three fiscal years.


                                       64`

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`Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

The following table sets forth  information as of June 15, 2005, with respect to
(i) each person who is known by the Company to own  beneficially in excess of 5%
of the outstanding  Common Stock, (ii) each director of the Company,  (iii) each
named  executive  officer and (iv) all directors  and executive  officers of the
Company as a group.  Each person  listed below  exercises  sole voting power and
sole investment  power unless  otherwise  indicated by footnote.  As of June 15,
2005,  there were  6,610,324  shares of Common  Stock of the Company  issued and
outstanding.

                                                                Shares
                                                             Beneficially                    Percentage
Name and Address                                                 Owned                          Owned

Venture Securities Corporation                                    646,061   (1)                   9.77%
         516 North Bethlehem Pike
         Spring House, PA 19477

Collins Industries Tax Deferred                                   443,133   (2)                   6.70%
         Savings Plan and Trust
         c/o InTrust Bank, Trustee
         P.O. Box 8338 Prairie Village, KS 66208

Don L. Collins                                                    715,148   (3)                  10.82%
         157 East New England Avenue, Suite 364
         Winter Park, FL 32789

Donald Lynn                                                       627,552                         9.49%
Collins
         15 Compound Drive
         Hutchinson, KS 67502

Arch G. Gothard, III                                              202,985   (4)                   3.05%
         15 Compound Drive
         Hutchinson, KS 67502

Don S. Peters                                                     132,339   (5)                   2.00%
         15 Compound Drive
         Hutchinson, KS 67502

William R. Patterson                                               79,000   (6)                   1.20%
         15 Compound Drive
         Hutchinson, KS  67502

Terry L. Clark                                                     58,405   (9)                   0.88%
         22997 Sutter Ave
         Keytesville, MO 65261

Larry W. Sayre                                                     75,036   (10)                  1.14%
         7300 Belle Meade Drive
         Colleyville, TX 76034


                                       65`

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`Shares
                                                                  Beneficially                  Percentage
Name and Address                                                     Owned                        Owned

Kent E. Tyler                                                      80,704   (7)                   1.22%
         15 Compound Drive
         Hutchinson, KS  67502

All executive officers and                                         2,132,296(8)                  31.80%
         directors as a group
         (11 persons)
-----------------

(1)  Pursuant  to  Schedule   13G/A  filed  with  the  Securities  and  Exchange
     Commission on February 8 2005, Venture Securities Corporation,  ("Venture")
     is a registered  investment advisor and furnishes investment advice to over
     1,200 clients and certain of those clients hold Collins  Industries  Common
     Stock. In its role as investment  advisor and investment  manager,  Venture
     possesses both voting and investment power over certain securities owned by
     their clients.  All securities  reported herein are owned by Venture or its
     clients  and  Venture  is deemed to have  beneficial  ownership  of 646,061
     shares of the  Company's  Common Stock as of December  30,  2004.  However,
     neither one client of Venture nor Venture  itself holds more than 5% of the
     stock of Collins  Industries in their account.  Of the 646,061 shares as to
     which Venture is deemed to have beneficial ownership,  Venture is deemed to
     have (i) sole  voting  power with  respect to 303,975  shares  (ii)  shared
     voting  power with respect to 0 shares  (iii) sole  dispositive  power with
     respect to 646,061 shares and (iv) shared dispositive power with respect to
     0 shares.

(2)  As of June 15, 2005, based on information  received from the Trustee of the
     Plan.

(3)  Does not include  7,559  shares  owned by Sharon  Collins,  the wife of Mr.
     Collins, as to which Mr. Collins disclaims beneficial ownership.

(4)  Includes  45,000  shares  deemed  beneficially  owned  pursuant  to options
     exercisable  within 60 days. Mr. Gothard also has shared  investment  power
     with respect to 44,160 shares.

(5)  Mr. Peters also has shared investment power with respect to 132,961 shares.

(6)  Includes  10,000  shares  deemed  beneficially  owned  pursuant  to options
     exercisable within 60 days.

(7)  Includes  30,000  shares  deemed  beneficially  owned  pursuant  to options
     exercisable within 60 days.

(8)  Includes  95,400  shares  deemed  beneficially  owned  pursuant  to options
     exercisable within 60 days.

(9)  Mr. Clark retired from the company on March 18, 2005.

(10) Mr. Sayre retired from the company on March 18, 2005.


                                       66`

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`Equity  Compensation Plan - The following table sets forth information as of the
end of the Company's 2004 fiscal year with respect to  compensation  plans under
which equity securities of the Company are authorized for issuance.


                                                                                            Number of Securities Remaining
                                                                    Weighted Average        Available For Future Issuance
                     Number of Securities To Be Issued              Exercise Price of      Under Equity Compensation Plans
                        Upon Exercise of Outstanding              Outstanding Options,     (Excluding Securities Reflected
                        Options, Warrants and Rights               Warrants and Rights              in Column (A))
   Plan Category                    (A)                                    (B)                           (C)
-------------------- ----------------------------------- ------ -------------------------- ---------------------------------

Equity
compensation plans
approved by
security holders
(1)                                         816,600                             $4.33                           186,000

Equity
compensation plans
not approved by
security holders
                                                  -                             $   -                                 -
                                            -------                             -----                           -------
Total                                       816,600                             $4.33                           186,000
                                            =======                             =====                           =======

(1)      These plans are the 1995 Stock Option Plan and the 1997 Omnibus Incentive Plan.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None

Item 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

FEES AND SERVICES OF KPMG LLP

The following table summarizes fees billed to the Company for each of the fiscal
years ended October 31, 2004 and 2003 by the Company's principal accounting
firm, KPMG LLP:

                                                                           2004            2003
                                                                           ----            ----

         Audit Fees - Annual Audit & Quarterly Reviews                 $ 707,000        $ 202,000
         Audit Related Fees                                                    -                -
         Tax Fees - Review of Tax Returns & Tax Consulting                12,200            9,250
         All Other Fees - Audit Fee for Stock                              1,500                -
                          Repurchased in Fiscal 2004                   ---------        ---------


         Total Fees                                                    $ 720,700        $ 211,250


                                       67`

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`The Audit  Committee has  considered  whether the provision of these services is
compatible  with  maintaining  the  principal  accountant's  independence.   The
Company's  Audit  Committee  approves  all fees  paid to KPMG LLP for  audit and
non-audit  services in advance of  performance  of services.  There are no other
specific  policies  or  procedures  relating  to the  pre-approval  of  services
performed  by KPMG  LLP.  The Audit  Committee  has not yet met to  discuss  and
formally appoint the auditors for fiscal 2005.  Representatives  of KPMG LLP are
expected to be present at the Annual  Meeting and shall have the  opportunity to
make a statement and to respond to appropriate questions.


                                       68`

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`PART IV


Item 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

     (a) The following documents are filed as a part of this Report:

          (1) Financial Statements:

               All financial statements and notes thereto as set forth under
               Item 8 of this Report on Form 10-K:

               Reports of Independent Public Accountants

               Consolidated Statements of Income and Comprehensive Income for
               the Three Years Ended October 31, 2004

               Consolidated Balance Sheets--October 31, 2004
               and 2003

               Consolidated Statements of Cash Flows for
               the Three Years Ended October 31, 2004

               Consolidated Statements of Shareholders' Investment
               for  the Three Years Ended October 31, 2004

          (2) Financial Statement Schedules:

          All  schedules  have been  omitted as not  applicable  or not required
          under the instructions  contained in Regulation S-X or the information
          is included in the financial statements or notes thereto.

          (3)  Exhibits:

          The exhibits  required to be filed  pursuant to Item 601 of Regulation
          S-K are listed in the Exhibit  Index,  which  immediately  follows the
          signature page of this report.


                                       69`

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`SIGNATURES

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


                                       COLLINS INDUSTRIES, INC.

                                       By /s/ Donald Lynn Collins
                                       -----------------------------------
                                       Donald Lynn Collins, President
                                       and Chief Executive Officer

Dated:             July 29, 2005


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


Dated:             July 29, 2005                          /s/ Don L. Collins
                                                  ----------------------------------------------------
                                                          Don L. Collins, Director

Dated:             July 29, 2005                          /s/ Donald Lynn Collins
                                                  ----------------------------------------------------
                                                          Donald Lynn Collins, Director,
                                                          President and Chief Executive
                                                          Officer
                                                          (Principal Executive Officer)

Dated:             July 29, 2005                          /s/ Don S. Peters
                                                  ----------------------------------------------------
                                                          Don S. Peters, Director

Dated:             July 29, 2005                          /s/ Arch G. Gothard, III
                                                  ----------------------------------------------------
                                                          Arch G. Gothard III, Director

Dated:             July 29, 2005                          /s/ William R. Patterson
                                                  ----------------------------------------------------
                                                          William R. Patterson, Director

Dated:             July 29, 2005                          /s/ Cletus C. Glasener
                                                  ----------------------------------------------------
                                                          Cletus C. Glasener, Vice President of
                                                          Finance
                                                          and Chief Financial Officer
                                                          (Principal Financial and
                                                          Accounting Officer)


                                       70`

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`Exhibit Number                                         Document
--------------                                         --------

         3.1                                  -        Certificate of Incorporation of Registrant, as amended
                                                       (included as Exhibit 3.1 of the Company's Amendment No. 2 to
                                                       Form S-1, No. 2-93247 and incorporated herein by reference).

         3.2                                  -        Amendment to Certificate of Incorporation of Registrant
                                                       (included as Exhibit 3.3 of the Company's Amendment No. 1 to
                                                       form S-1, No 2-93247 and incorporated herein by reference).

         3.3                                  -        Amendment to Certificate of Incorporation of Registrant
                                                       (included as Exhibit 3.3(c) of the Company's Amendment No. 1
                                                       to Form S-1, No. 33-48323 and incorporated herein by reference).

         3.4                                  -        Amended Bylaws of Collins Industries, Inc. as of January 4,
                                                       2005. (Incorporated herein by reference to Exhibit 3.1 to the
                                                       Registrant's Report on Form   8-K filed January 10, 2005.)

        10.1                                  -        Various bailment and consignment agreements between the
                                                       Registrant and Automotive manufacturers (included as Exhibit
                                                       10.2 to the Company's Registration Statement on Form S-1, No.
                                                       33-48323 and incorporated herein by reference).

        10.2 *                                -        Collins Industries, Inc. 1997 Omnibus Incentive Plan
                                                       effective as of February 28, 1997. (Incorporated herein by
                                                       reference to Appendix A to the Registrant's Report on the DEF
                                                       14A Filed February 1997.)

        10.3 *                                -        Collins Industries, Inc.  1995 Stock Option Plan effective as
                                                       of February 24, 1995. (Incorporated herein by reference to
                                                       Appendix A to the Registrant's Report on the DEF 14A Filed
                                                       February 1995.)


                                       71`

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`Exhibit Number                                         Document
--------------                                         --------

        10.4                                  -        Form of Indemnification Agreement between Registrant and its
                                                       directors.

        10.5                                  -        Amended and Restated Lease dated November 15, 1997, between
                                                       the Registrant and the City of South Hutchinson, Kansas.
                                                       (Incorporated herein by reference to Exhibit 10.4 to the
                                                       Registrant's Report on Form 10-K for the fiscal year ended
                                                       October 31, 1998.)

        10.6                                  -        1999 Supplemental Lease dated June 1, 1999, by and between
                                                       the City of South Hutchinson, Kansas and Collins Bus
                                                       Corporation. Original Lease dated August 1, 1984 and a
                                                       November 15, 1997, Amended and Restated Lease between the
                                                       same parties. (Incorporated herein by reference to Exhibit
                                                       10.1 to the Registrant's Report on Form 10-Q for the
                                                       quarterly period ended July 31, 1999.)

        10.7                                  -        Loan Agreement dated April 1, 1999, between Longview
                                                       Industrial Corporation
                                                       and Collins Industries,
                                                       Inc. (Incorporated herein
                                                       by reference to Exhibit
                                                       10.2 to the Registrant's
                                                       Report on Form 10-Q for
                                                       the quarterly period
                                                       ended July 31, 1999.)


                                       72`

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`Exhibit Number                                         Document
--------------                                         --------

        10.8                                  -        Loan and Security Agreement dated as of May 17, 2002, by and
                                                       between Collins Industries, Inc., and Fleet Capital
                                                       Corporation. (Incorporated herein by reference to Exhibit
                                                       10.1 to the Registrant's Report on Form 10-Q for the
                                                       quarterly period ended April 30, 2002.)

        10.9 *                                -        Deferred Compensation Plan dated as of November 27, 2001,
                                                       between Collins Industries, Inc and Intrust Bank N.A.
                                                       (Incorporated herein by reference to Exhibit 10.2 to the
                                                       Registrant's Report on Form 10-Q for the quarterly period
                                                       ended April 30, 2002.)

        10.10                                 -        Lease dated June 20, 2002, by and between Reno County, Kansas
                                                       and Wheeled Coach Industries, Inc. (Incorporated herein by
                                                       reference to Exhibit 10.8 to the Registrant's Report on Form
                                                       10-K for the fiscal year ended October 31, 2002.)

        10.11                                 -        Amendment No. 1 dated as of October 15, 2002, to the Loan and
                                                       Security Agreement dated as of May 17, 2002, by and between
                                                       Collins Industries, Inc., and Fleet Capital Corporation.
                                                       (Incorporated herein by reference to Exhibit 10.9 to the
                                                       Registrant's Report on Form 10-K for the fiscal year ended
                                                       October 31, 2002.)

        10.12                                 -        Financing Agreement dated October 16, 2002, between the
                                                       Orange County Industrial  Development  Authority, Orange
                                                       County Florida,  and Wheeled Coach Industries, Inc.
                                                       (Incorporated herein by reference to Exhibit 10.10 to the
                                                       Registrant's Report on Form 10-K for the fiscal year ended
                                                       October 31, 2002.)

        10.13                                 -        Amendment No. 2 dated as of December 31, 2002, to the Loan
                                                       and Security Agreement dated as of May 17, 2002, by and
                                                       between Collins Industries, Inc., and Fleet Capital
                                                       Corporation. (Incorporated herein by reference to Exhibit
                                                       99(b)(3) to the Registrant's Report on Form SC TO-I filed
                                                       October 10, 2003.)


                                       73`

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`Exhibit Number                                         Document
--------------                                         --------

        10.14                                 -        Amendment No. 3 dated as of October 9, 2003, to the Loan and
                                                       Security Agreement dated as of May 17, 2002, by and between
                                                       Collins Industries, Inc., and Fleet Capital Corporation.
                                                       (Incorporated herein by reference to Exhibit 99(b)(4)  to the
                                                       Registrant's Report on Form SC TO-I filed October 10, 2003.)

        10.15                                 -        Amendment No. 4 dated as of December 5, 2003, to the Loan and
                                                       Security Agreement dated as of May 17, 2002, by and between
                                                       Collins Industries, Inc., and Fleet Capital Corporation.
                                                       (Incorporated herein by reference to Exhibit 10.13 to the
                                                       Registrant's Report on Form 10-K for the fiscal year ended
                                                       October 31, 2003.)

        10.16                                 -        Amendment No. 5 dated as of January 7, 2004, to the Loan and
                                                       Security Agreement dated as of May 17, 2002, by and between
                                                       Collins Industries, Inc., and Fleet Capital Corporation.
                                                       (Incorporated herein by reference to Exhibit 10.14 to the
                                                       Registrant's Report on Form 10-K for the fiscal year ended
                                                       October 31, 2003.)

        10.17                                 -        Amendment No. 6 dated as of January 31, 2004, to the Loan and
                                                       Security Agreement dated as of May 17, 2002, by and between
                                                       Collins Industries, Inc., and Fleet Capital Corporation.

        10.18                                 -        Amendment No. 7 dated as of August 31, 2004, to the Loan and
                                                       Security Agreement dated as of May 17, 2002, by and between
                                                       Collins Industries, Inc., and Fleet Capital Corporation.
                                                       (Incorporated herein by reference to Exhibit 10.1 to the
                                                       Registrant's Report on Form 10-Q for the quarterly period
                                                       ended July 31, 2004.)

        21.1                                  -        List of Subsidiaries of Collins Industries, Inc.

        23.1                                  -        Accountants Consent


                                       74`

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`Exhibit Number                                         Document
--------------                                         --------


        31.1                                  -        Section 302 Certification of Periodic
                                                       Report-CEO

        31.1                                  -        Section 302 Certification of Periodic
                                                       Report-CFO

        32.1                                  -        Section 906 Certification of Periodic
                                                       Report-CEO

        32.2                                  -        Section 906 Certification of Periodic
                                                       Report-CFO


* Management contract or compensatory plan or agreement


                                       75`