EXHIBIT 10.55

                                    AGREEMENT

         THIS AGREEMENT (the "Agreement"),  effective this 12th day of May, 1999
(the  "Effective  Date"),  by and between MILLER  INDUSTRIES,  INC., a Tennessee
corporation (the "Company"), and JAMES A. MCKINNEY (the "Executive").

                              W I T N E S S E T H:

         WHEREAS, the Company wishes to assure both itself and its key employees
of continuity of management and objective judgment in the event of any Change in
Control of the Company,  and to induce its key  employees to remain  employed by
the Company,  and the Executive is a key employee of the Company and an integral
part of its management; and

         WHEREAS,  this  Agreement  is not  intended  to  alter  materially  the
compensation and benefits that the Executive  reasonably could expect to receive
in the  absence  of a Change  in  Control  of the  Company,  and this  Agreement
accordingly  will be operative only upon  circumstances  relating to a Change in
Control of the Company, as set forth herein.

         NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants herein contained, the parties hereby agree as follows:

         I.       OPERATION OF AGREEMENT.

         This Agreement shall be effective immediately upon its execution by the
parties hereto, but anything in this Agreement to the contrary  notwithstanding,
neither this  Agreement  nor any  provision  hereof  shall be operative  unless,
during  the term of this  Agreement,  there has been a Change in  Control of the
Company,  as defined in Article III below.  Immediately upon such an occurrence,
all of the provisions hereof shall become operative.

         II.      TERM OF AGREEMENT.

         The initial term of this Agreement shall be three (3) years  commencing
on the date hereof ("Effective Date") and ending on the third anniversary of the
Effective Date. Beginning with the first annual  shareholders'  meeting at which
directors  are to be  elected  following  the  Effective  Date and  each  annual
shareholders'   meeting  at  which  directors  are  to  be  elected  thereafter,
Executive's  employment  and the  term  of  this  Agreement  shall  be  extended
automatically  (without  further  action by either the Company or the Executive)
for an additional  period such that the Term of this  Agreement  will end on the
3rd  anniversary  of such  shareholders'  meeting,  unless no later than 10 days
following  the date of such  shareholders'  meeting,  the Company  provides  the
Executive  with  written  notice  that the Term of this  Agreement  is not being
extended. Notwithstanding the above, the Term of this Agreement shall end on the
Executive's 65th birthday.

         III.     DEFINITIONS.

         1. Base Amount -- The term "BASE AMOUNT" shall have the same meaning as
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ascribed to it under Section 280G(b)(3) of the Internal Revenue Code of 1986, as
amended (the "Code").
<PAGE>

         2.  Board or Board of  Directors  -- The Board of  Directors  of Miller
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Industries, Inc., or its successor.

         3. Cause -- The Term "CAUSE" as used herein shall mean: (i) Executive's
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material  fraud,  malfeasance,  gross  negligence,  or willful  misconduct  with
respect to  business  affairs of the Company  which is  directly  or  materially
harmful to the business or  reputation  of the Company or any  subsidiary of the
Company, or (ii) Executive's conviction of or failure to contest prosecution for
a felony or a crime  involving moral  turpitude.  A termination of Executive for
"Cause" based on clause (i) of the preceding  sentence  shall take effect thirty
(30)  days  after the  Company  gives  written  notice  of such  termination  to
Executive  specifying the conduct deemed to qualify as Cause,  unless  Executive
shall,   during  such  30-day  period,   remedy  the  events  or   circumstances
constituting cause to the reasonable  satisfaction of the Company. A termination
for Cause based on clause (ii) above shall take effect  immediately  upon giving
of the termination notice.

         4.  Change in Control -- The term  "CHANGE IN  CONTROL"  as used herein
shall mean:

         (a) the acquisition,  directly or indirectly,  by any "person" (as such
term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
as amended) of  securities  of the Company  representing  an  aggregate of forty
percent  (40%)  or more of the  combined  voting  power  of the  Company's  then
outstanding securities (excluding the acquisition by persons who own such amount
of securities on the date hereof,  or  acquisitions  by persons who acquire such
amount through inheritance or gift); or

         (b) when, during any period of two consecutive  years,  individuals who
at the  beginning  of such  period  constitute  the  Board of  Directors  of the
Company,  cease  for any  reason  to  constitute  at least a  majority  thereof,
provided,  however,  that a director who was not a director at the  beginning of
such period shall be deemed to have  satisfied the two-year  requirement if such
director was elected by, or on the recommendation of or with the approval of, at
least  three-quarters  of the directors  who were  directors at the beginning of
such period (either actually or by prior operation of this Section 4(b)); or

         (c)  consummation  of (i) a  merger,  consolidation  or other  business
combination  of the  Company  with any other  "person"  (as such term is used in
Sections 13(d) and 14(d) of the Securities  Exchange Act of 1934, as amended) or
affiliate thereof,  other than a merger,  consolidation or business  combination
which would result in the  outstanding  common stock of the Company  immediately
prior thereto  continuing to represent  (either by remaining  outstanding  or by
being  converted  into  common  stock of the  surviving  entity  or a parent  or
affiliate  thereof) at least fifty percent (50%) of the outstanding common stock
of the Company (or such surviving entity or parent or affiliate thereof) that is
outstanding   immediately   after  such   merger,   consolidation   or  business
combination,  or  (ii) a plan  of  complete  liquidation  of the  Company  or an
agreement for the sale or disposition by the Company of all or substantially all
of the Company's assets; or

         (d) the  occurrence  of any other  event or  circumstance  which is not
covered  by (a)  through  (c) above  which the Board of the  Company  determines
affects  control  of the  Company  and  adopts a  resolution  that such event or
circumstance   constitutes  a  Change  in  Control  for  the  purposes  of  this
Agreement."

         5.  Disability  -- The term  "DISABILITY"  shall  mean the  Executive's
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inability as a result of physical or mental incapacity to substantially  perform
his duties for the Company on a full-time basis for a period of six (6) months.
<PAGE>

         6. Excess  Severance  Payment -- The term  "EXCESS  SEVERANCE  PAYMENT"
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shall have the same meaning as the term "excess  parachute  payment"  defined in
Section 280G(b)(1) of the Code.

         7.  Severance  Payment -- The term  "SEVERANCE  PAYMENT" shall have the
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same meaning as the term "parachute  payment"  defined in Section  280G(b)(2) of
the Code.

         8.  Present  Value  -- The term  "PRESENT  VALUE"  shall  have the same
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meaning as provided in Section 280G(d)(4) of the Code.

         9. Reasonable Compensation -- The term "REASONABLE  COMPENSATION" shall
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have the same meaning as provided in Section 280G(b)(4) of the Code.

         IV.      BENEFITS UPON TERMINATION FOLLOWING A CHANGE IN CONTROL.

         1. Termination -- If a Change in Control occurs during the term of this
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Agreement and the  Executive's  employment is terminated (i) within  twenty-four
(24) months following the date of the Change in Control,  or (ii) within six (6)
months  prior to the date of the Change in Control and is related to such Change
in  Control,  and in  either  case (i) or (ii) such  termination  is a result of
Involuntary  Termination or Voluntary  Termination,  as defined below,  then the
benefits  described  in  Section  2  below  shall  be paid  or  provided  to the
Executive:

         (a)  Involuntary  Termination  --  For  purposes  hereof,  "INVOLUNTARY
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TERMINATION"  shall mean  termination  of employment  that is involuntary on the
part of the  Executive  and that  occurs  for  reasons  other  than  for  Cause,
Disability or death.

         (b)  Voluntary   Termination   --  For  purposes   hereof,   "VOLUNTARY
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TERMINATION"  shall mean termination of employment that is voluntary on the part
of the  Executive,  and,  in the  judgment  of  the  Executive,  is due to (i) a
reduction of the Executive's responsibilities,  title or status resulting from a
formal change in such title or status,  or from the  assignment to the Executive
of any duties  inconsistent with his title, duties or responsibilities in effect
within  the  year  prior to the  Change  in  Control;  (ii) a  reduction  in the
Executive's  compensation or benefits,  or (iii) a Company-required  involuntary
relocation of  Executive's  place of residence or a significant  increase in the
Executive's travel requirements. A termination shall not be considered voluntary
within the meaning of this Agreement if such termination is the result of Cause,
Disability or death of the Executive.

         2.  Benefits to be Provided -- If the  Executive  becomes  eligible for
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benefits  under  Section 1 above,  the Company shall pay or provide to Executive
the  compensation  and benefits set forth in this Section 2; provided,  however,
that the compensation and benefits to be paid or provided pursuant to paragraphs
(a),  (b), (c) and (d) of this Section 2 shall be reduced to the extent that the
Executive   receives  or  is  entitled  to  receive  upon  his  termination  the
compensation  and  benefits  (but only to the extent he actually  receives  such
compensation and benefits) described in paragraphs (a), (b), (c) and (d) of this
Section 2 pursuant to the terms of an employment  agreement  with the Company or
as a  result  of a  breach  by the  Company  of the  employment  agreement;  and
provided,  however,  that notwithstanding  contrary provisions in the employment
agreement,  to the extent  benefits  are  actually  paid or provided  under this
Agreement,  the benefits shall be provided in lump sum payments where  specified
in paragraphs (a) and (b) below.

         (a) Salary -- The Executive will continue to receive his current salary
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(subject to withholding of all applicable  taxes and any amounts  referred to in
Section  2(c)  below) for a period of  thirty-six  (36)  months from his date of
termination  in the  same  manner  as it  was  being  paid  as of  the  date  of

<PAGE>

termination;  provided, however, that the salary payments provided for hereunder
shall be paid in a single  lump sum  payment,  to be paid not later than 30 days
after his termination of employment;  provided, further, that the amount of such
lump sum payment shall be  determined  by taking the salary  payments to be made
and discounting them to their Present Value (as defined in Section III.8) on the
date Executive's employment is terminated.  For purposes hereof, the Executive's
"current  salary"  shall be the highest rate in effect  during the  twelve-month
period prior to the Executive's termination.

         (b)  Bonuses  and  Incentives  -- The  Executive  shall  receive  bonus
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payments from the Company for the thirty-six (36) months  following the month in
which  his  employment  is  terminated  in an  amount  for each  month  equal to
one-twelfth of the average  ("Average Bonus") of the bonuses paid to him for the
three calendar years  immediately  preceding the year in which such  termination
occurs.  Any bonus  amounts that the Executive  had  previously  earned from the
Company but which may not yet have been paid as of the date of termination shall
not be affected by this provision. Executive shall also receive a prorated bonus
for any uncompleted  fiscal year at the date of termination equal to the Average
Bonus  multiplied  by the  number of days he worked in such year  divided by 365
days.  The bonus  amounts  determined  herein shall be paid in a single lump sum
payment,  to be paid not later than 30 days  after  termination  of  employment;
provided,  further, that the amount of such lump sum payment shall be determined
by taking the bonus payments (as of the payment date) to be made and discounting
them  to  their  Present  Value  (as  defined  in  Section  III.8)  on the  date
Executive's employment is terminated.

         (c) Health and Life Insurance Coverage -- The health and life insurance
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benefits  coverage  (including  any  executive  medical  plan)  provided  to the
Executive  at his date of  termination  shall be continued by the Company at its
expense at the same level and in the same  manner as if his  employment  had not
terminated  (subject to the customary changes in such coverages if the Executive
retires under a Company  retirement  plan,  reaches age 65 or similar events and
subject  to  Executive's  right to make any  changes in such  coverages  that an
active employee is permitted to make), beginning on the date of such termination
and ending on the date thirty-six (36) months from the date of such termination.
Any additional  coverages the Executive had at termination,  including dependent
coverage,  will also be  continued  for such  period on the same  terms,  to the
extent  permitted  by the  applicable  policies  or  contracts.  Any  costs  the
Executive was paying for such coverages at the time of termination shall be paid
by the Executive by separate check payable to the Company each month in advance.
If the terms of any  benefit  plan  referred  to in this  Section  do not permit
continued  participation  by the  Executive,  the Company will arrange for other
coverage at its expense providing  substantially similar benefits. The coverages
provided for in this Section shall be applied  against and reduce the period for
which COBRA will be provided.  If the Executive is covered by a split-dollar  or
similar life  insurance  program at the date of  termination,  he shall have the
option  in his sole  discretion  to have  such  policy  transferred  to him upon
termination,  provided  that the Company is paid for its  interest in the policy
upon such transfer.

         (d)  Stock  Options  -- As of  Executive's  date  of  termination,  all
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outstanding stock options granted to Executive under the Miller Industries, Inc.
Stock  Option and  Incentive  Plan and any such  similar  stock option plan (the
"Stock Option Plans") shall become 100% vested and immediately  exercisable.  To
the extent necessary,  the provisions of this subsection (d) shall constitute an
amendment  of the  Executive's  stock option  agreements  under the Stock Option
Plans.

         (e) Effect of Lump Sum Payment -- The lump sum payment under (a) or (b)
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above shall not alter the  amounts  Executive  is entitled to receive  under the
benefit  plans  described  in (c) above.  Benefits  under  such  plans  shall be
determined  as if Executive  had remained  employed and received  such  payments
without  reduction  for their  Present  Value over a period of  thirty-six  (36)
months.
<PAGE>

         V.       LIMITATION OF BENEFITS.

         1. Tax Equalization  Payment. If all or any portion of the compensation
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or benefits  provided to Executive  under this  Agreement  are treated as Excess
Severance  Payments  (whether  by  action of the  Internal  Revenue  Service  or
otherwise),  the Company shall protect Executive from depletion of the amount of
such  compensation  and  benefits  by payment of a tax  equalization  payment in
accordance with this subsection. In connection with any Internal Revenue Service
examination,  audit or other  inquiry,  the Company and Executive  agree to take
actions to provide  and to  cooperate  in  providing  evidence  to the  Internal
Revenue  Service (and, if applicable,  the State of the  Executive's  residence)
that the compensation  and benefits  provided under this Agreement do not result
in the payment of Excess Severance Payments.  The tax equalization payment shall
be an amount which when added to the other amounts  payable,  or to be provided,
to Executive  under this Agreement will place  Executive in the same position as
if the excise tax penalty of Code Section 4999 (and any state tax  statute),  or
any  successor  statute  of  similar  import,  did  not  apply  to  any  of  the
compensation or benefits  provided under this Agreement.  The amount of this tax
equalization   payment  shall  be   determined  by  the  Company's   independent
accountants and shall be paid to Executive not later than ten (10) days prior to
the date any excise tax under Code Section 4999 is due to be paid by Executive.

         2. Additional Limitation.  In addition to the limits otherwise provided
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in this  Section V, to the extent  permitted by law,  Executive  may in his sole
discretion elect to reduce (or change the timing of) any payments or benefits he
may be eligible to receive  under this  Agreement to prevent the  imposition  of
excise taxes on Executive under Section 4999 of the Code or otherwise  reduce or
delay liability for taxes owed under the Code.

         VI.      MISCELLANEOUS.

         1. Notices -- Any notice or other  communication  required or permitted
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under this  Agreement  shall be effective  only if it is in writing and shall be
deemed to have been duly given  when  delivered  personally  or seven days after
mailing if mailed first class by registered or certified mail,  postage prepaid,
addressed as follows:

         If to the Company:         Miller Industries, Inc.
                                    P.O. Box 120
                                    8503 Hilltop Drive
                                    Ooltewah, Tennessee 37363
                                    Attention:  Chairman of the Board

         If to the Executive:       James A. McKinney
                                    1300 Twelve Oaks Circle
                                    Atlanta, Georgia 30327

         or to such other  address as any party may  designate by notice to the
         others.

         2. Assignment -- This Agreement shall inure to the benefit of and shall
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be  binding   upon  the   parties   hereto  and  their   respective   executors,
administrators,  heirs, personal representatives and successors,  but, except as
hereinafter  provided,  neither this  Agreement  nor any right  hereunder may be
assigned or transferred by either party  thereto,  or by any  beneficiary or any
other  person,  nor  be  subject  to  alienation,  anticipation,  sale,  pledge,
encumbrance,  execution,  levy or other  legal  process of any kind  against the
Executive,  his beneficiary or any other person.  Notwithstanding the foregoing,
any person or business entity succeeding to substantially all of the business of
the Company by purchase,  merger,  consolidation,  sale of assets or  otherwise,

<PAGE>

shall be bound by and shall  adopt and assume  this  Agreement  and the  Company
shall obtain the  assumption of this Agreement by such  successor.  If Executive
shall die while any amount would still be payable to Executive  hereunder (other
than amounts  which,  by their terms,  terminate upon the death of Executive) if
Executive had continued to live,  all such amounts,  unless  otherwise  provided
herein,  shall be paid in  accordance  with the terms of this  Agreement  to the
executors, personal representatives or administrators of Executive's estate.

         3. No  Obligation  to  Fund -- The  agreement  of the  Company  (or its
            ------------------------
successor) to make payments to the Executive  hereunder shall  represent  solely
the  unsecured  obligation  of the Company  (and its  successor),  except to the
extent the Company (or its successors) in its sole discretion elects in whole or
in part  to fund  its  obligations  under  this  Agreement  pursuant  to a trust
arrangement or otherwise.

         4.  Applicable Law -- This Agreement shall be governed by and construed
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and enforced in accordance with the laws of the State of Tennessee.

         5. Claims;  Expenses -- All claims by Executive  for  compensation  and
            -----------------
benefits under this  Agreement  shall be directed to and determined by the Board
and shall be in writing.  Any denial by the Board of a claim for benefits  under
this  Agreement  shall be  delivered to Executive in writing and shall set forth
the  specific  reasons  for the  denial  and  the  specific  provisions  of this
Agreement  relied  upon.  The Board shall  afford a  reasonable  opportunity  to
Executive  for a review of a decision  denying a claim and shall  further  allow
Executive  to appeal to the Board a decision of the Board within sixty (60) days
after  notification by the Board that Executive's  claim has been denied. In the
event the Executive incurs legal fees and other expenses in seeking to obtain or
to enforce any rights or benefits  provided by this Agreement and is successful,
in whole or in part,  in  obtaining  or  enforcing  any such  rights or benefits
through  settlement or otherwise,  the Company  shall  promptly pay  Executive's
reasonable legal fees and expenses incurred in enforcing this Agreement.  Except
to the extent provided in the preceding  sentence,  each party shall pay its own
legal fees and other expenses associated with any dispute.

         6. Conversion To Employment Agreement -- The Company reserves the right
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at any time in its sole discretion to convert all or any part of its obligations
under this  Agreement  and  restate  them in an  employment  agreement  with the
Executive,  provided that such employment  agreement  provides  compensation and
benefits  to the  Executive  upon the basis and for the  reasons  stated in this
Agreement  that are  substantially  identical to the  compensation  and benefits
provided under this Agreement.

         7.  Amendment  -- This  Agreement  may  only be  amended  by a  written
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instrument signed by the parties hereto,  which makes specific reference to this
Agreement.

         8.  Severability  -- If any provision of this  Agreement  shall be held
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invalid or  unenforceable by any court of competent  jurisdiction,  such holding
shall not invalidate or render unenforceable any other provisions hereof.

         9. Other Benefits -- Nothing in this  Agreement  shall limit or replace
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the compensation or benefits payable to Executive, or otherwise adversely affect
Executive's rights,  under any other benefit plan, program or agreement to which
Executive is a party.

<PAGE>


         IN WITNESS  WHEREOF,  the  Company  has  caused  this  Agreement  to be
executed on its behalf by its duly  authorized  officers and the  Executive  has
hereunder set his hand, as of the date first above written.


                                              MILLER INDUSTRIES, INC.


                                              By:  /s/  William G. Miller
                                              Title: Chairman
(Corporate Seal)


Attest:  ___________________
         Secretary



                                              EXECUTIVE


                                              /s/  James A. McKinney
                                              James A. McKinney