UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.  20549       FORM 10-Q(Mark One)      (X)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the Quarterly Period Ended June 30, 2002OR (  )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission File No. 1-8183 SUPREME INDUSTRIES, INC.(Exact name of registrant as specified in its charter) Delaware 75-1670945(State or other jurisdiction of(I.R.S. Employer Identification No.)incorporation or organization)  2581 E. Kercher Rd.,  P.O. Box 237,  Goshen, Indiana  46528(Address of principal executive offices) Registrant's telephone number, including area code:  (574) 642-3070 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock ($.10 Par Value) Outstanding at August  9, 2002 Class A  8,908,988 Class B1,917,394                            Page 1 of 15SUPREME INDUSTRIES, INC.  CONTENTS      Page No.  PART I.FINANCIAL INFORMATION Item 1.Financial Statements:  Consolidated Balance Sheets3 & 4   Consolidated Statements of Income5   Consolidated Statements of Cash Flows6   Notes to Consolidated Financial Statements7, 8 & 9   Item 2.Management's Discussion and Analysis of  Financial Condition and Results of Operations9, 10 & 11    PART II.OTHER INFORMATION Item 4.Submission of Matters to a Vote of Security Holders12        Item 6.Exhibits and Reports on Form 8-K12  SIGNATURES13                                                          Page 2 of 15
   **Part I. Financial Information**          Item 1. Financial Statements **Supreme Industries, Inc. and Subsidiaries**Consolidated Balance Sheets   June 30,  December 31,  2002 2001**Assets** (Unaudited)   **Current assets:** Cash and cash equivalents.......................................$5,348,676$192,662 Accounts receivable, net.......................................... 17,411,046 20,526,224 Inventories............................................................... 25,998,462 26,741,761 Deferred income taxes............................................. 1,353,315 1,353,315 Other current assets................................................. 2,217,756 1,946,978   **Total current assets........................................** 52,329,255 50,760,940   **Property, plant and equipment, at cost......................** 67,887,424 68,514,749 Less, Accumulated depreciation and amortization.. 29,716,432 29,578,346   **Property, plant and equipment, net..............** 38,170,992 38,936,403   **Intangible assets, net....................................................** 903,370 938,576**Other assets...................................................................** 957,623 973,139   **Total assets......................................................**$92,361,240$91,609,058  The accompanying notes are a part of the consolidated financial statements.                                  Page 3 of 15 **Supreme Industries, Inc. and Subsidiaries**Consolidated Balance Sheets, Concluded        June 30,  December 31,       2002 2001**Liabilities and Stockholders' Equity** (Unaudited)   **Current liabilities:**     Current maturities of long-term debt.......................$5,803,461$4,303,239 Trade accounts payable........................................... 7,946,985 7,906,418 Accrued income taxes.............................................. 1,294,201 660,607 Other accrued liabilities........................................... 8,012,181 8,479,341   **Total current liabilities..................................** 23,056,828 21,349,605 **Long-term debt.............................................................** 9,067,990 13,075,971 **Deferred income taxes..................................................** 1,754,406 1,710,718 **Other long-term liabilities...........................................** 296,207 396,834            **Total liabilities................................................** 34,175,431 36,533,128          **Stockholders' equity.....................................................** 58,185,809 55,075,930   **Total liabilities and stockholders' equity.....**$92,361,240$91,609,058  The accompanying notes are a part of the consolidated financial statements.                                          Page 4 of 15

**Supreme Industries, Inc. and Subsidiaries**Consolidated Statements of Income (Unaudited)          Three Months Ended  Six Months Ended          June 30,  June 30,          2002 2001  2002 2001**Revenues.............................................................**$59,537,510$60,890,049 $109,381,193$118,157,468                  **Costs and expenses:**          Cost of sales.................................................. 49,543,691 51,495,572  92,513,665 100,666,302 Selling, general and administrative............... 6,159,079 5,988,587  11,475,631 11,450,138 Interest.......................................................... 273,240 628,199  547,591 1,371,125          55,976,010 58,112,358  104,536,887 113,487,565                    **Income before income taxes................** 3,561,500 2,777,691  4,844,306 4,669,903                  Income taxes........................................................ 1,398,000 1,177,000  1,879,000 1,895,000                    **Net income ...........................................**$2,163,500$1,600,691 $2,965,306$2,774,903                                    **Earnings per share:...........................................**           Basic...................................................... $.20 $.15  $.27 $.26  Diluted................................................... .19 .15  .27 .26                                    **Shares used in the computation of earnings**          **per share:.....................................................**           Basic...................................................... 10,811,533 10,798,796  10,804,995 10,820,063  Diluted................................................... 11,105,010 10,867,778  11,029,284 10,876,689                  The accompanying notes are a part of the consolidated financial statements.   Page 5 of 15

**Supreme Industries, Inc. and Subsidiaries**Consolidated Statements of Cash Flows (Unaudited)       Six Months Ended       June 30,       2002 2001**Cash flows from operating activities:**     Net income..............................................................$2,965,306
$
2,774,903
 Adjustments to reconcile net income to net cash    
  provided by operating activities:    
   Depreciation and amortization.................. 2,154,410 2,279,203
   Loss (gain) on disposal of equipment........ 14,178
 
(10,367)
   Changes in operating assets and liabilities 3,794,700
 
3,915,319
          
  **Net cash provided by operating activities....** 8,928,594
 
8,959,058
          
          
**Cash flows from investing activities:**  
 
 
 Additions to property, plant and equipment............ (1,374,821) (826,264)
 Proceeds from disposal of equipment...................... 6,850
 
27,196
 (Increase) decrease in other assets........................... 15,516
 
(59,718)
        
 
 
  **Net cash used in investing activities...............** (1,352,455) (858,786)
          
          
**Cash flows from financing activities:**  
 
 
 Proceeds from revolving line of credit and other  
 
 
  long-term debt.................................................. 11,511,811 35,863,174
 Repayments of revolving line of credit and other  
 
 
  long-term debt.................................................. (14,019,570) (43,541,110)
 Proceeds from exercise of stock options.................. 87,634                  ---
 Acquisition of treasury stock...................................                  --- (406,994)
          
  **Net cash used in financing activities..............** (2,420,125) (8,084,930)
          
          
**Increase in cash and cash equivalents.........................** 5,156,014 15,342
          
**Cash and cash equivalents, beginning of period........** 192,662 184,004
          
**Cash and cash equivalents, end of period...................**$5,348,676$199,346
          
 
The accompanying notes are a part of the consolidated financial statements.
          
          
          
          
Page 6 of 15
**Supreme Industries, Inc. And Subsidiaries****Notes to Consolidated Financial Statements**          NOTE A - BASIS OF PRESENTATION AND OPINION OF MANAGEMENT          The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all of the information and financial statement disclosures necessary for a fair presentation of consolidated financial position, results of operations and cash flows in conformity with generally accepted accounting principles.  In the opinion of management, the information furnished herein includes all adjustments necessary to reflect a fair statement of the interim periods reported.  All adjustments are of a normal and recurring nature.  The December 31, 2001 consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles.                    NOTE B - INVENTORIES          Inventories, which are stated at the lower of cost or market with cost determined using the first-in, first-out method, consist of the following:    June 30, December 31,   2002 2001  Raw materials........................$16,414,806 $15,974,583  Work-in-progress................... 3,054,044  3,501,635  Finished goods....................... 6,529,612  7,265,543     $25,998,462 $26,741,761           The valuation of raw materials, work-in-progress and finished goods inventories at interim dates is based upon a gross profit percentage method and bills of materials.  The Company has historically had favorable and unfavorable quarterly adjustments resulting from periodic physical inventories.  The Company is continuing to refine its costing procedures for valuation of interim inventories in an effort to minimize book to physical inventory adjustments.                    NOTE C - INTANGIBLE ASSETS              Intangible assets at June 30, 2002 subject to amortization consist of favorable lease commitments aggregating $1,048,167 less accumulated amortization of $879,811.  Amortization expense for the three and six months ended June 30, 2002 was $17,603 and $35,206, respectively. Annual amortization expense is estimated to be $70,412 for 2002, $51,542 for each of the years 2003 and 2004 and $30,066 for 2005.          Intangible assets at June 30, 2002 not subject to amortization because they have indefinite lives consist of goodwill aggregating $2,330,864 less accumulated amortization of $1,595,850.    Page 7 of 15
NOTE D - EARNINGS PER SHARE               The number of shares used in the computation of  basic and diluted earnings per share are as follows (in thousands):      Three Months Ended Six Months Ended     June 30, June 30,     2002 2001 2002 2001 Weighted average number of           shares outstanding (used          in computation of basic           earnings per share) 10,812 10,799 10,805 10,820             Effect of dilutive stock options293 69 224 57             Diluted shares outstanding           (used in computation of           diluted earnings per share)11,105 10,868 11,029 10,877                                    NOTE E - NEW ACCOUNTING PRONOUNCEMENTS               The Company adopted SFAS No. 142, "Goodwill and Other Intangible Assets," effective January 1, 2002.  SFAS No. 142 primarily addresses the accounting for goodwill and other intangible assets subsequent to their acquisition.  The most significant changes made by SFAS 142 are:  (1) goodwill and indefinite lived intangible assets will no longer be amortized, (2) goodwill will be tested for impairment at least annually at the reporting unit level, (3) other intangible assets deemed to have an indefinite life will be tested for impairment at least annually, and (4) the amortization period of intangible assets with finite lives will no longer be limited to 40 years.  The effect of adopting SFAS No. 142 was to increase net income for the three and six months ended June 30, 2002 by $25,942 and $51,884, respectively.  Adjusted net income for the three and six months ended June 30, 2001, as if the provisions of SFAS No. 142 had been applied retroactively to the beginning of those periods, would have been $1,626,633 or $.15 per basic and diluted share, and $2,826,787 or $.26 per basic and diluted share, respectively.                        In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143 addresses accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs.  This statement is effective for fiscal years beginning after June 15, 2002.  The Company is currently assessing the impact of this new standard.                                                            Page 8 of 15NOTE F - RECLASSIFICATIONS               Certain items in the accompanying June 30, 2001 consolidated financial statements have been reclassified to conform to the 2002 presentation.  The reclassifications had no impact on stockholders' equity, net income or cash flows as previously presented.                        ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS            Results of Operations               Revenues for the quarter ended June 30, 2002 decreased $1.4 million to $59.5 million from $60.9 million for the quarter ended June 30, 2001.  Revenues for the six months ended June 30, 2002 decreased $8.8 million to $109.4 from $118.2 million for the six months ended June 30, 2001.  The decline in revenues for the six months ended June 30, 2002 when compared to the six months ended June 30, 2001 relates primarily to an industry-wide weakness in demand for the Company's products.  However, the Company is beginning to see improving market conditions as evidenced by the relatively flat sales comparison of the three months ended June 30, 2002 to the three months ended June 30, 2001.            Gross profit as a percentage of revenues increased to 16.8% for the quarter ended June 30, 2002 compared to 15.4% for the quarter ended June 30, 2001.  Gross profit as a percentage of revenues increased to 15.4% for the six months ended June 30, 2002 compared to 14.8% for the six months ended June 30, 2001.  The improvements in gross profit resulted from lower material cost which was partially offset by increased labor and overhead expenses.  The improved material cost resulted from a favorable physical inventory adjustment at the Company's main facility in Indiana, a change in product mix, declines in prices paid for certain raw material commodities and from improvements in scrap expense at the Company's fiberglass reinforced plywood supply facility.  The increase in labor costs resulted from the Company outsourcing production labor in order to complete a large fleet order.  The increase in overhead costs resulted, in part, from the rising cost of group health and business insurance.  During the quarter ended June 30, 2002, the Company announced the closing of its North Carolina manufacturing facility and recorded charges totaling $204,000 relating to employee severance, vacation and inventory write-downs. Management does not anticipate any significant additional costs related to this plant closure.            Selling, general and administrative expenses as a percentage of revenues increased to 10.3% for the quarter ended June 30, 2002 compared to 9.8% for the quarter ended June 30, 2001.  Selling, general and administrative expenses as a percentage of revenues increased to 10.5% for the six months ended June 30, 2002 compared to 9.7% for the six months ended June 30, 2001.  For the three and six months ended June 30, 2002, an increase in general and administrative expenses as a percentage of revenues was partially offset by a decrease in selling expenses.  The increase in general and administrative expenses was principally attributable to an investment in personnel to improve engineering and bill of material accuracy.                                    Page 9 of 15Interest expense for the quarter ended June 30, 2002 decreased $354,959 to $273,240 from $628,199 for the quarter ended June 30, 2001.  Interest expense for the six months ended June 30, 2002 decreased $823,534 to $547,591 from $1,371,125 for the six months ended June 30, 2001.  The Company achieved the significant interest expense decline by reducing debt by 36% during the twelve months ended June 30, 2002 coupled with the decline in interest rates during the same period.  The Company also achieved significant interest expense reductions by negotiating more favorable terms with chassis manufacturers on the Company's consigned chassis inventories. Net income for the quarter ended June 30, 2002 was $2,163,500 compared to $1,600,691 for the quarter ended June 30, 2001.  Net income for the six months ended June 30, 2002 was $2,965,306 compared to $2,774,903 for the six months ended June 30, 2002.  Basic earnings per share for the three and six months ended June 30, 2002 were $.20 and $.27, respectively, compared to $.15 and $.26, respectively, for the three and six months  ended June 30, 2001.  Diluted earnings per share for the three and six months ended June 30, 2002 were $.19 and $.27, respectively, compared to $.15 and $.26, respectively, for the three and six months ended June 30, 2001.                        Liquidity and Capital Resources               Cash flows from operating activities were the major sources of funds for operations, capital expenditures and to service debt during the first six months of 2002.  The largest components of cash provided by operations were decreased accounts receivable of $3.1 million, net income of $3.0 million, depreciation and amortization of $2.2 million and decreased inventories of $.7 million.  The largest component of cash used by operations was a reduction of other accrued liabilities of $.5 million.      The Company invested $1.4 million in property, plant and  equipment during the first six months of 2002 compared to $.8 million during the first six months of 2001.    The significant financing activity which used cash during the first six months of 2002 was a $2.5 million reduction in debt.    The Company believes that cash flows generated from operations and funds available under the Company's revolving line of credit will be sufficient to meet the Company's cash needs during the remainder of 2002.                                                                                                                                    Page 10 of 15Forward-Looking Statements               This report contains forward-looking statements, other than historical facts, which reflect the view of the Company's management with respect to future events.  When used in this report, words such as "believe," "expect," "anticipate," "estimate," "intend," and similar expressions, as they relate to the Company or its plans or operations, identify forward-looking statements.  Such forward-looking statements are based on assumptions made by and information currently available to the Company's management.  Although management believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations are reasonable, and it can give no assurance that such expectations will prove to have been correct.  Important factors that could cause actual results to differ materially from such expectations include, without limitation, limitations on the availability of chassis on which the Company's product is dependent, availability of raw materials and severe interest rate increases.  The forward-looking statements contained herein reflect the current views of the Company's management with respect to future events and are subject to those factors and other risks, uncertainties and assumptions relating to the operations, results of operations, cash flows and financial position of the Company.  The Company assumes no obligation to update the forward-looking statements or to update the reasons actual results could differ from those contemplated by such forward-looking statements.                                                                                                                                                                                                                                                                                                                                        Page 11 of 15**PART II.     OTHER INFORMATION**                        ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS            Supreme Industries, Inc.'s annual meeting of stockholders was held on May 1, 2002.  Below is a summary of matters voted upon at that meeting.             a)The following individuals were elected Directors by the holders of the Company's Class A Common Stock by a vote of 6,552,728 to 505,678 with no abstentions:              Rick L. Horn         Rice M. Tilley, Jr.         H. Douglas Schrock                    The following individuals were elected Directors by the holders of the Company's Class B Common Stock by a vote of 1,917,394 to 0 with no abstentions:               William J. Barrett         Robert J. Campbell         Thomas Cantwell         Herbert M. Gardner         Omer G. Kropf         Robert W. Wilson                   b)Crowe, Chizek and Company LLP was ratified as the Company's independent auditors by the holders of the Company's Class A Common Stock by a vote of 6,662,108 to 393,275 with 3,023 abstaining.                        ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K                a)Exhibits:                         Exhibit 99.1 - Certification of Chief Executive Officer     Exhibit 99.2 - Certification of Chief Financial Officer               b)Reports on Form 8-K:  None                                                                                                      Page 12 of 15SIGNATURES                        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.                                                     SUPREME INDUSTRIES, INC.            DATE:  August 13, 2002 BY:  /s/ ROBERT W. WILSON     Robert W. Wilson         Executive Vice President, Treasurer, Chief Financial Officer and Director (Principal Financial and Accounting Officer)                 (Signing on behalf of the Registrant and as Principal Financial Officer)                                                                                                                                                                                                                                                                                                                                                           Page 13 of 15Exhibit 99.1 Certification of
Chief Executive Officer
of Supreme Industries, Inc. Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 This certification is furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and accompanies the quarterly report on Form 10-Q (the "Form 10-Q") for the quarter ended June 30, 2002 of Supreme Industries, Inc. (the "Company").  I, Herbert M. Gardner, the Chief Executive Officer of the Company, certify that, to the best of my knowledge: (1)	The Form 10-Q fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934; and (2)	The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.             Dated:	August 13, 2002                              /s/ Herbert M. Gardner		      Chief Executive Officer                                                                                                                                                                                                                                                                          Page 14 of 15Exhibit 99.2            Certification of
Chief Financial Officer
of Supreme Industries, Inc. Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002            This certification is furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and accompanies the quarterly report on Form 10-Q (the "Form 10-Q") for the quarter ended June 30, 2002 of Supreme Industries, Inc. (the "Company").  I, Robert W. Wilson,  the Chief Financial Officer of the Company, certify that, to the best of my knowledge:            (1)	The Form 10-Q fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934; and             (2)	The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.                        Dated:	August 13, 2002                                         /s/ Robert W. Wilson			      Chief Financial Officer                                                                                                                                                                                                                                                                                      Page 15 of 15