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 September 28, 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 November 7, 2002 Class A  8,918,687 Class B1,917,394                            Page 1 of 19SUPREME 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               Item 4.Controls and Procedures 11    PART II.OTHER INFORMATION Item 6.Exhibits and Reports on Form 8-K12  SIGNATURES13  CERTIFICATIONS  14-17                                                 Page 2 of 19
   **Part I. Financial Information**          Item 1. Financial Statements **Supreme Industries, Inc. and Subsidiaries**Consolidated Balance Sheets   September 28,  December 31,  2002 2001**Assets** (Unaudited)   **Current assets:** Cash and cash equivalents.......................................$1,986,236$192,662 Accounts receivable, net......................................... 18,689,465 20,526,224 Inventories............................................................... 25,411,659 26,741,761 Deferred income taxes............................................. 1,353,315 1,353,315 Other current assets................................................. 3,444,746 1,946,978   **Total current assets........................................** 50,885,421 50,760,940   **Property, plant and equipment, at cost......................** 67,475,993 68,514,749 Less, Accumulated depreciation and amortization.. 30,122,896 29,578,346   **Property, plant and equipment, net..............** 37,353,097 38,936,403   **Intangible assets, net....................................................** 885,767 938,576**Other assets...................................................................** 949,865 973,139   **Total assets......................................................**$90,074,150$91,609,058  The accompanying notes are a part of the consolidated financial statements.                                  Page 3 of 19 **Supreme Industries, Inc. and Subsidiaries**Consolidated Balance Sheets, Concluded        September 28,  December 31,       2002 2001**Liabilities and Stockholders' Equity** (Unaudited)   **Current liabilities:**     Current maturities of long-term debt.......................$5,039,978$4,303,239 Trade accounts payable........................................... 7,920,705 7,906,418 Accrued income taxes............................................. 909,615 660,607 Other accrued liabilities.......................................... 7,413,604 8,479,341   **Total current liabilities..................................** 21,283,902 21,349,605 **Long-term debt.............................................................** 8,101,000 13,075,971 **Deferred income taxes..................................................** 1,769,483 1,710,718 **Other long-term liabilities...........................................** 256,000 396,834            **Total liabilities................................................** 31,410,385 36,533,128          **Stockholders' equity.....................................................** 58,663,765 55,075,930   **Total liabilities and stockholders' equity.....**$90,074,150$91,609,058  The accompanying notes are a part of the consolidated financial statements.                                          Page 4 of 19

**Supreme Industries, Inc. and Subsidiaries**Consolidated Statements of Income (Unaudited)        Three Months Ended  Nine Months Ended        September 28,  September 30,  September 28,  September 30,        2002 2001  2002 2001**Revenues...........................................................**$50,977,060$53,862,738 $160,358,253$172,020,206                **Costs and expenses:**          Cost of sales................................................ 44,697,538 46,916,199  137,211,203 147,582,501 Selling, general and administrative............. 5,384,100 5,145,897  16,859,731 16,596,035 Interest......................................................... 200,745 428,501  748,336 1,799,626        50,282,383 52,490,597  154,819,270 165,978,162                  **Income before income taxes** 694,677 1,372,141  5,538,983 6,042,044                Income taxes....................................................... 270,000 506,000  2,149,000 2,401,000                  **Net income..........................................**$424,677$866,141 $3,389,983$3,641,044                                **Earnings per share:..........................................**           Basic..................................................... $.04 $.08  $.31 $.34  Diluted.................................................. .04 .08  .31 .34                **Shares used in the computation of earnings**          **per share:...................................................**           Basic..................................................... 10,830,523 10,798,384  10,813,598 10,812,758  Diluted.................................................. 10,993,212 10,875,809  11,014,312 10,881,497                The accompanying notes are a part of the consolidated financial statements.   Page 5 of 19

**Supreme Industries, Inc. and Subsidiaries**Consolidated Statements of Cash Flows (Unaudited)       Nine Months Ended       September 28, September 30,       2002 2001**Cash flows from operating activities:**     Net income..........................................................$3,389,983
$
3,641,044
 Adjustments to reconcile net income to net cash    
  provided by operating activities:    
   Depreciation and amortization.............. 3,166,158 3,392,916
   Loss (gain) on disposal of equipment... 19,505
 
(10,367)
   Changes in operating assets and    
    liabilities......................................... 1,866,651
 
5,900,289
          
  **Net cash provided by operating activities** 8,442,297
 
12,923,882
          
          
**Cash flows from investing activities:**  
 
 
 Additions to property, plant and equipment........ (1,561,949) (1,303,522)
 Deposit................................................................ (1,000,000)                  ---
 Proceeds from disposal of equipment................. 12,400
 
27,196
 (Increase) decrease in other assets...................... 23,274
 
(43,546)
        
 
 
  **Net cash used in investing activities.........** (2,526,275) (1,319,872)
          
          
**Cash flows from financing activities:**  
 
 
 Proceeds from revolving line of credit and other  
 
 
  long-term debt.............................................. 14,258,925 46,724,607
 Repayments of revolving line of credit and   
 
 
  other long-term debt..................................... (18,497,157) (57,902,408)
 Proceeds from exercise of stock options............. 123,939                  ---
 Acquisition of treasury stock.............................. (8,155) (406,994)
          
  **Net cash used in financing activities.........** (4,122,448) (11,584,795)
          
          
**Increase in cash and cash equivalents....................** 1,793,574 19,215
          
**Cash and cash equivalents, beginning of period...** 192,662 184,004
          
**Cash and cash equivalents, end of period..............**$1,986,236$203,219
          
 
The accompanying notes are a part of the consolidated financial statements.
          
          
          
Page 6 of 19
**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.          The Company has adopted a 52 or 53 week fiscal year ending the last Saturday in December.  The results of operations for the three and nine months ended September 28, 2002 and September 30, 2001 are for 13 and 39 week periods, respectively.                    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:    September 28, December 31,   2002 2001  Raw materials........................$13,698,997 $15,974,583  Work-in-progress................... 5,091,429  3,501,635  Finished goods....................... 6,621,233  7,265,543     $25,411,659 $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 September 28, 2002 subject to amortization consist of favorable lease commitments aggregating $1,048,167 less accumulated amortization of $897,414.  Amortization expense for the three and nine months ended September 28, 2002 was $17,603 and $52,809, 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.            Page 7 of 19
Intangible assets at September 28, 2002 not subject to amortization because they have indefinite lives consist of goodwill aggregating $2,330,864 less accumulated amortization of $1,595,850.                        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 Nine Months Ended     September 28, September 30, September 28, September 30,     2002 2001 2002 2001 Weighted average number          of shares outstanding          (used in computation          of basic earnings per         share) 10,831 10,798 10,814 10,813             Effect of dilutive stock         options162 78 200 68             Diluted shares outstanding         (used in computation          of diluted earnings per         share)10,993 10,876 11,014 10,881                        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 nine months ended September 28, 2002 by $25,942 and $77,826, respectively.  Adjusted net income for the three and nine months ended September 30, 2001, as if the provisions of SFAS No. 142 had been applied retroactively to the beginning of those periods, would have been $892,083 or $.08 per basic and diluted share, and $3,718,870 or $.34 per basic and diluted share, respectively.                                      Page 8 of 19In 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.  NOTE F - RECLASSIFICATIONS               Certain items in the accompanying September 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 September 28, 2002 decreased $2.9 million to $51.0 million from $53.9 million for the quarter ended September 30, 2001.  Revenues for the nine months ended September 28, 2002 decreased $11.7 million to $160.3 million from $172.0 million for the nine months ended September 30, 2001. For the three and nine months ended September 28, 2002, the Company's truck division, which comprises approximately 80% of total revenues, experienced decreased revenues of 2.4% and 2.3%, respectively, as compared to the prior year comparable periods.  The remaining 20% of total revenues is generated by the Company's bus division which experienced decreased revenues of 30.5% and 22.7%, respectively, for the comparable periods.  The decline in bus division revenues is attributable to industry-wide weakness in demand as a result of decreased activity in travel-related industries.              Gross profit as a percentage of revenues decreased to 12.3% for the quarter ended September 28, 2002 compared to 12.9% for the quarter ended September 30, 2001.  Gross profit as a percentage of revenues increased to 14.4% for the nine months ended September 28, 2002 compared to 14.2% for the nine months ended September 30, 2001.  The decline in gross profit for the third quarter of 2002 is primarily the result of the rising cost of group health and business insurance.              Selling, general and administrative expenses as a percentage of revenues increased to 10.6% for the quarter ended September 28, 2002 compared to 9.6% for the quarter ended September 30, 2001.  Selling, general and administrative expenses as a percentage of revenues increased to 10.5% for the nine months ended September 28, 2002 compared to 9.6% for the nine months ended September 30, 2001.  For the three and nine months ended September 28, 2002, selling expenses remained relatively unchanged as a percentage of revenues while general and administrative expenses increased as a percentage of revenues.  The increase in general and administrative expenses was a result of an investment in personnel to improve engineering and bill of material accuracy coupled with the fixed nature of certain general and administrative expenses.              Page 9 of 19Interest expense for the quarter ended September 28, 2002 decreased $227,756 to $200,745 from $428,501 for the quarter ended September 30, 2001.  Interest expense for the nine months ended September 28, 2002 decreased $1,051,290 to $748,336 from $1,799,626 for the nine months ended September 30, 2001.  The Company achieved the significant interest expense decline by reducing debt 34% during the twelve months ended September 28, 2002.            Net income for the quarter ended September 28, 2002 was $424,677 compared to $866,141 for the quarter ended September 30, 2001.  Net income for the nine months ended September 28, 2002 was $3,389,983 compared to $3,641,044 for the nine months ended September 30, 2001.  Basic and diluted earnings per share for the three and nine months ended September 28, 2002 were $.04 and $.31, receptively, compared to $.08 and $.34, respectively, for the three and nine months ended September 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 nine months of 2002.  The largest components of cash provided by operations were net income of $3.4 million and  depreciation and amortization of $3.2 million.      The Company invested $1.6 million in property, plant and equipment during the first nine months of 2002 compared to $1.3 million during the first nine months of 2001.  In addition, the Company elected to make an interest-bearing cash deposit of $1.0 million during the third quarter of 2002 to secure the payment of premium and other amounts due under certain policies of insurance.  The cash deposit replaces a previously issued letter of credit.    The significant financing activity which used cash was a $4.2 million reduction in long-term 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 19Forward-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.                        ITEM 4.CONTROLS  AND  PROCEDURES               a)Evaluation of disclosure controls and procedures.                  The Company's chief executive officer and its chief financial officer, after evaluating the effectiveness of the Company's disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-14(c) and 15-d-14(c)) as of a date within 90 days of the filing date of this quarterly report (the "Evaluation Date") have concluded that as of the Evaluation Date, the Company's disclosure controls and procedures were adequate and effective to ensure that material information relating to the Company and its consolidated subsidiaries would be made known to them by others within those entities, particularly during the period in which this quarterly report was being prepared.             b)Changes in internal controls.                  There were no significant changes in the Company's internal controls or in other factors that could significantly affect the Company's disclosure controls and procedures subsequent to the Evaluation Date, nor any significant deficiencies or material weaknesses in such disclosure controls and procedures requiring corrective actions.  As a result, no corrective actions were taken.                                                                                    Page 11 of 19                        **PART II.     OTHER INFORMATION**                        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 19SIGNATURES                        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:  November 7, 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 19CERTIFICATION OF CHIEF EXECUTIVE OFFICER   I, Herbert M. Gardner, certify that: 1.I have reviewed this quarterly report on Form 10-Q of Supreme Industries, Inc.;            2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;            3.Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;            4.The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:             a)Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;             b)Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and             c)Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;            5.The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):             a)All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and             b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and                                    Page 14 of 196.The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.                                    Date:  November 7, 2002                                         /s/  Herbert M. Gardner                       Chief Executive Officer                                                                                                                                                                                                                                                                                                                                                                                                                                      Page 15 of 19CERTIFICATION OF CHIEF FINANCIAL OFFICER                                    I, Robert W. Wilson, certify that:            1I have reviewed this quarterly report on Form 10-Q of Supreme Industries, Inc.;            2Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;            3Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;            4The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:             a)Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;             b)Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and             c)Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;            5The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):             a)All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and             b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and                                    Page 16 of 196The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.                                    Date:  November 7, 2002                                                 /s/  Robert W. Wilson                Chief Financial Officer                                                                                                                                                                                                                                                                                                                                                                                                                                      Page 17 of 19Exhibit 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 September 28, 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:	November 7, 2002                              /s/ Herbert M. Gardner                  Chief Executive Officer                                                                                                                                                                                                                                                              Page 18 of 19Exhibit 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 September 28, 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:	November 7, 2002                                         /s/ Robert W. Wilson                Chief Financial Officer                                                                                                                                                                                                                                                              Page 19 of 19