U.S. SECURITIES AND EXCHANGE COMMISSION

                         Washington, DC  20549

                              FORM 10-QSB

(Mark One)

   [X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                         EXCHANGE ACT OF 1934

     For the quarterly period ended       MARCH 31, 1997
                                    ------------------------

   [ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

     For the transition period from _____________ to ______________

                Commission file number      0 - 7 0 9 3
                                        ------------------

                         MOD-U-KRAF HOMES, INC.
   -----------------------------------------------------------------
                (Exact name of small business issuer as
                       specified in its charter)

             VIRGINIA                              54-0893908
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    (State or other jurisdiction                  (IRS Employer
  of incorporation or organization)            Identification No.)

             P. O. BOX 573, ROCKY MOUNT, VIRGINIA    24151
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                (Address of principal executive offices)

                             (540) 483-0291
   ------------------------------------------------------------------
                      (Issuer's telephone number)


   ------------------------------------------------------------------
          (Former name, former address and former fiscal year,
                     if changed since last report)

     Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 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 _____


                  APPLICABLE ONLY TO CORPORATE ISSUERS

     State the  number of  shares  outstanding of  each of the  issuer's
classes of common equity, as of the latest practicable date:   825,649
                                                             ----------

<PAGE>
                                   1

                         MOD-U-KRAF HOMES, INC.

                                 INDEX


                     PART I - FINANCIAL INFORMATION

    Balance Sheets                                        2 

    Statements of Income                                  3

    Statements of Cash Flows                              4

    Management's Discussion and Analysis                  5

    Notes to Financial Information                        6

                      PART II - OTHER INFORMATION

    Item 4.  Submission of Matters to a Vote of
                  Security Holders                        7

<PAGE>
                                   2                   
                    
                         MOD-U-KRAF HOMES, INC.        
                      Consolidated Balance Sheets      
                        March 31, 1997 and 1996        
                    
          ASSETS                                  1997       1996
                                              ----------  ----------
CURRENT ASSETS                
  Cash and cash equivalents                   $  270,851  $1,078,033
  Certificates of deposit                        200,000     693,986
  Receivables                                     74,698      31,042
  Inventories (Note 2)                         3,096,886   1,574,148
  Notes receivable, current portion (Note 3)     926,442     888,451
  Prepaid expenses                                70,585      58,398
  Deferred income taxes, current portion          45,909      66,969
                                              ----------  ----------
    Total current assets                       4,685,371   4,391,027
                    
LONG-TERM NOTES RECEIVABLE (Note 3)              191,338     163,432
               
PROPERTY AND EQUIPMENT, at cost less              
  accumulated depreciation                   
  1997 $2,168,963; 1996 $1,848,511. (Note 4)   3,986,965   2,858,205
                    
OTHER ASSETS                  
  Deferred income taxes                          443,287     448,656
  Cash surrender value of life insurance         117,741      97,032
  Reimbursement Account (Note 7)                 192,219     183,016
  Earnings on unused Bond proceeds               107,395      82,891
  Bond Issue Costs (Note 7)                       72,320      75,150
                                              ----------  ----------
                                              $9,796,636  $8,299,409
                                              ==========  ==========
         LIABILITIES AND STOCKHOLDERS' EQUITY                    
                    
CURRENT LIABILITIES                
  Current portion of post-retirement (Note 6)     68,411      76,521
  Current maturities of long-term debt(Note 7)   150,000     150,000
  Accounts payable and other liabilities         911,097     421,012
  Accrued compensation                           260,034     163,654
  Customer deposits                              142,890      72,882
  Income taxes payable                           (50,528)    (49,416)
                                              ----------  ----------
          Total current liabilities            1,481,904     834,653
                    
LONG-TERM POST RETIREMENT BENEFITS (Note 6)    1,057,025   1,114,735
LONG-TERM DEBT (Note 7)                        2,639,755   1,873,646
                                              ----------  ----------
          Total liabilities                    5,178,684   3,823,034
                                              ----------  ----------
STOCKHOLDERS' EQUITY                    
  Common stock, $1 par value, 2,000,000                     
    shares authorized: shares issued and                    
    outstanding 1997 825,649, 1996 825,649       825,649     825,649
  Additional Paid in Capital                     459,671     459,671
  Retained earnings                            3,332,632   3,191,055
                                              ----------  ----------
                                               4,617,952   4,476,375
                                              ----------  ----------
                                              $9,796,636  $8,299,409
                                              ==========  ==========
Accompanying notes are an important part of these financial statements.

<PAGE>
                                   3                   
                    
                        MOD-U-KRAF HOMES, INC.              
                   Consolidated Statement of Income         
            Quarters Ended March 31, 1997 and March 31, 1996     
                    
                    
                                                 1997        1996
                                              ----------  ----------
Net Sales                                     $3,193,098  $1,585,773
  Cost of Sales                                2,570,577   1,292,454
                                              ----------  ----------
                                                 622,521     293,319
Selling, General and Administrative Expenses     624,782     428,132 
                                              ----------  ----------
  Income/<Loss> from Operations                   (2,261)   (134,813)

Deferred Compensation Expense                     21,183      22,356
Post Retirement Benefits Expense                  (2,571)      3,987
                    
Non-operating Income/<Expenses>                   (3,956)     30,963
                                              ----------  ----------

  Income/<Loss> Before Income Taxes              (24,829)   (130,193)

Federal and State Income Taxes                    (3,518)    (41,561)
Deferred Income Tax Adjustment                    (3,057)     (7,386)
                                              ----------  ----------
  Income Taxes                                    (6,575)    (48,947)
                                              ----------  -----------

    Net Income / <Loss>                          (18,254)    (81,246)
                                              ==========  ==========

Earnings per share:                
            Net Income / <Loss>                    (0.02)      (0.10)
                                              ==========  ==========

Depreciation Included in Above Cost              100,372      45,779
                                              ==========  ==========

Accompanying notes are an important part of these financial statements.

<PAGE>
                                    4                  
                    
                         MOD-U-KRAF HOMES, INC.        
                  Consolidated Statement of Cash Flows      
                 Quarters Ended March 31, 1997 and 1996          
                    
                                                 1997        1996
OPERATING ACTIVITIES                          ----------  ----------
  Net Income/<Loss>                           $  (18,254) $  (81,246)
  Noncash <income> expenses included                   
      in income or <loss>:                   
    Depreciation and amortization                100,372      45,776
    Deferred income taxes                         (3,507)     (7,386)
    Loss (gain) on sale of equipment              (1,416)          0
    Increase in cash value of life insurance      (1,514)     (1,592)
    Adjustments to post retirement benefits      (21,750)    (14,931)
  <Increase> decrease in:                    
    Trade receivables                            (21,771)     89,184
    Inventories                                 (738,540)   (205,381)
    Prepaid Expenses                              (4,645)      9,107
  <Decrease> increase in:                    
    Accounts payable and other Liabilities       387,001      82,255
    Accrued compensation                          57,780     (86,321)
    Customer deposits                           (150,765)     49,568
    Income taxes payable                          (4,405)   (109,780)
                                              ----------  ----------
  Net cash provided by (used in)                  
      operations                                (421,414)   (230,747)
                                              ----------  ----------
INVESTING ACTIVITIES                     
  Proceeds from sale of equipment                 (2,012)          0
  Purchase of property & equipment net of                   
     debt incurred 1997 $0 ;1996 $641,784.      (196,835)    (41,342)
  <Increase> decrease in notes receivable                   
     arising from sales                         (128,153)     (4,590)
  <Increase> decrease in certificates                  
     of deposit                                        0      (4,986)
                                              ----------  ----------
  Net cash provided by (used in)                  
     investing activities                       (327,000)    (50,918)
                                              ----------  ----------
FINANCING ACTIVITIES                     
  Cash dividends paid                            (18,254)    (24,769)
  Debt issue costs, net of debt incurred                    
    1997 $0 : 1996 $2,120.                           990      19,996
  Funding of reimbursement account               (39,512)    (37,500)
  Earnings on unused bond proceeds                (1,992)    (24,767)
                                              ----------  ----------
  Net cash provided by (used in)                  
     financing activities                        (58,768)    (67,040)
                                              ----------  ----------
    Net increase (decrease) in cash             (807,182)   (348,705)
CASH                 
  Beginning                                    1,078,033   1,426,738
                                              ----------  ----------
  Ending                                      $  270,851  $1,078,033
                                              ==========  ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION      
  Cash payments for:                    
    Interest                                  $   27,074  $        0 
    Income taxes                              $        0  $   67,619

Accompanying notes are an important part of these financial statements.

<PAGE>
                                   5                   
                    
                        MOD-U-KRAF HOMES, INC                    
                    
                  Management's Discussion and Analysis           
                    of the First Quarter Statements              
                    
                    
    Net sales for the first quarter of 1997 were $3,193,098  as compared
to $1,585,773 for the first quarter of 1996, a 101.36% increase.  Due to
the extremely wet winter, the Company ended the quarter with 39 units in
inventory; a retail value of $1,700,000. Our builders could not complete
foundations or find enough dry days to set their homes;  a typical first
quarter for our industry.
    Cost of Sales was  80.50% of net sales for the first quarter of 1997
and  81.50% for the first quarter of 1996.  Gross profit was  19.50% for
the first quarter of 1997 and 18.50% for the first quarter of 1996.
    Selling, General and Administrative expenses was 19.57% of net sales
for the first quarter of 1997 and  27.00% for the first quarter of 1996.
     We had a net loss for the first quarter 1997 of $18,254 compared to
a net loss of  $81,246 for the first quarter of 1996.   This is  <$0.02>
per share for the  first quarter of 1997  and  <$0.10> per share for the
same period in 1996.
     With our busiest  season just starting,  and having eliminated most
of the  "bugs" in our  new facility,  we should  see good  growth in our
revenues and profits for the second quarter and the remaining year.   We
have been able to keep our  operating margins in line  with last year in
our  new  facility.   Second  quarter results  should give  us a  better
picture of the potential  of our new facility.   Since bringing  our new
facility on line, there have been no  material changes in  liquidity and
capital resources.

<PAGE>
                                   6                   
                    
                         MOD-U-KRAF HOMES, INC.                  
                    NOTES TO FINANCIAL INFORMATION               
                    
1.  The financial information furnished herein is not certified, but re-   
    flects all adjustments,  consisting only of normal recurring adjust-
    ments which are,  in the opinion of management,  necessary to a fair   
    statement of the results for the quarter ended March 31, 1997.   The   
    results for the quarter ended March 31, 1997 are not necessarily in-   
    dicative of results to be expected for the entire year.  The housing
    industry is seasonal  in nature and  revenues to the  Company during   
    the period April 1 to September 30 are normally greater than revenues
    during the balance of the year.                    
                    
    Both  primary & fully  diluted net income per common share are based   
    on the weighted average number of shares of common stock outstanding
    during each year and common stock equivalents of dilutive stock 
    options.                  
                    
2.  Inventories                    
    The components of inventories are as follows       1997         1996   
                                                       ----         ----
    Raw Materials                                   1,143,319      654,547
    Work-In-Progress                                  337,932       74,693
    Finished Goods                                  1,336,558      471,411
    Land and Units held for sale                      279,077      373,497
                                                  -----------  -----------
                                                    3,096,886    1,574,148
                                                  ===========  ===========
3.  Notes Receivable                                   1997         1996
                                                       ----         ----
    Various mortgage notes receivable secured by                 
     deeds of trust                                   168,544      132,741
    Various construction loans(all current)           911,928      872,392
    Demand note receivable with interest payable                 
     quarterly at 9%, unsecured                        10,175       12,275
    Life insurance note receivable from an                  
     officer of the Company(non-interest bearing)       4,633        6,350
    Note receivable from the President, payable                  
     in annual principal installments of$5,625                   
     interest at 5.03%                                 22,500       28,125
                                                  -----------  -----------
                                                    1,117,780    1,051,883
        Less current portion                          926,442      888,451
                                                  -----------  -----------
                                                      191,338      163,432
                                                  ===========  ===========
4.  Property and Equipment                             1997         1996
                                                       ----         ----
    Land and improvements                             773,539      275,590
    Buildings                                       2,942,338    1,076,311
    Manufacturing equipment                         1,919,371    1,035,503
    Other furniture, fixtures and equipment           520,680      376,075
                                                  -----------  -----------
                                                    6,155,928    2,763,479
        Less accumulated depreciation              (2,168,963)  (1,848,511)
    Construction in progress                                0    1,943,237
                                                  -----------  -----------
                                                    3,986,965    2,858,205
                                                  ===========  ===========
                    
5.  Deferred Compensation, Related Parties             1997         1996
                                                       ----         ----
    Present Value of deferred compensation                  
    benefits payable  to the widow of O.Z. Oliver                
    at $6,311 monthly until the earlier of her                   
    death or Sept. 2006, discounted at 8.50% in                  
    1995 and 1994.                                    492,448      524,807

    Present Value of deferred compensation                  
    benefits payable to Robert K. Fitts at $5,560                
    monthly until his death after which the                 
    benefits are payable to his spouse until the                 
    earlier of her death or July 2007, discounted                
    at 8.50% in 1995 and 1994.                        494,823      518,388

    Present value of estimated post-retirement                   
    benefits other than pensions discounted at                   
    8.50%                                             138,165      148,061
                                                  -----------  -----------
                                                    1,125,436    1,191,256
        Less Current Maturities                        68,411       76,521
                                                  -----------  -----------
                                                    1,057,025    1,114,735
                                                  ===========  ===========
                    
6.  Long-Term Debt                 
                    
    On July 12, 1995, the IDA of Franklin County, VA issued bonds in the   
    amount of  $3,000,000 to finance the construction of a manufacturing
    facility.   The Series 1995 Variable  Rate Demand Industrial Revenue
    Bonds are secured by the Company's Irrevocable Letter of Credit with   
    Crestar Bank. The letter of credit agreement subjects the Company to   
    certain financial and operating covenants,  all of which the Company
    was in compliance with at year end.  Crestar Bank holds a first lien   
    and  security interest on  the facility.   The bonds are  payable in   
    annual principal amounts of $150,000 through 2015. The interest rate   
    was 3.50% at March 31, 1997.                  
                    
    The  Company has  entered an  agreement  of  sale  to  purchase  the   
    facility from the IDA.  The Company's obligation under the Agreement
    of Sale is equal to the required principal and  interest payments on   
    the bonds and is payable in monthly installments currently estimated
    at $22,000.  The monthly payments are deposited into a Reimbursement
    Account with  Crestar Bank and used to pay all  principal,  interest
    and fees related to the Bonds.   The Company also agreed to maintain
    an additional required deposit in the reimbursement account equal to   
    55 days of interest at 15.0% on the bonds. As of March 31, 1997, the   
    Reimbursement Account balance was as follows:                

         Required prepaid interest deposit      $ 67,810
         Unused monthly principal deposits       112,500
         Earnings                                 11,909
                                             -----------              
                                                $192,219
                    
    The Company's policy is to reflect the  balance of the reimbursement
    account  as an asset  until the  funds are  used by the  trustee for   
    payment of bond obligations,  at which time the  Company reduces its   
    obligations under the asset sale agreement.                  
                    
    As of  March 31, 1997,  $2,939,755  of the  bond proceeds  have been   
    drawn from the trustee.   The  Company's obligation  under the asset   
    sale agreement is reflected at the amount of bond proceeds that have   
    been drawn.   Any unused proceeds will be used for  early retirement
    of bonds.                 
                    
    Amounts earned on bond proceeds prior to their being drawn from the    
    trustee  are to be  applied to  principal reduction  in the future.  
    These earnings amounted to $107,395 at March 31, 1997.       
                    
    Debt issue costs will be amortized over the life of the bonds.
                    
7.  The Board Of Directors of Mod-U-Kraf Homes, Inc. on  May 7, 1997 de-   
    clared a  $.03 per share  cash dividend on all shares outstanding on   
    May 24, 1997 and to be paid on June 6, 1997.                 
                    
8.  The Company uses the annualized method in its computation of Federal
    Income Taxes.                  
                    
9.  Revenues are recorded when the houses are  delivered for  sales made   
    on account.  Cash sales paid in advance are recorded when produced.


<PAGE>
                                   7                   

                          MOD-U-KRAF HOMES, INC.                 

                            OTHER INFORMATION                    


Item 4.  Submission of Matters to a Vote of Security Holders     
         ---------------------------------------------------     
         Mod-U-Kraf Homes, Inc.  held its annual meeting of shareholders
         on March 26, 1997   The following were elected to the Board of
         Directors: Dale H. Powell, Edwin J. Campbell, J Dillard Powell,
         W. Curtis Carter, Bobbie L. Oliver and Mary L. Fitts.  Following
         the meeting the following were elected officers: Dale H Powell,
         President, Edwin J Campbell, Vice President,  Jeffrey D Powell,
         Treasurer, and Jeffrey L Boudreaux, Controller.         


<PAGE>
                                  8

                         MOD-U-KRAF HOMES, INC.

                               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.


                                      MOD-U-KRAF HOMES, INC.
                                ----------------------------------
                                          (Registrant)


Date: May 8, 1997

                                s\Dale H. Powell
                                ----------------------------------
                                           Dale H. Powell
                                President and Chairman of the Board


                                s\Jeffrey L. Boudreaux
                                ----------------------------------
                                        Jeffrey L. Boudreaux
                                             Controller