<PAGE> 1
                                  EXHIBIT 13
                        ANNUAL REPORT TO SHAREHOLDERS
            (Including only those items incorporated by reference)

SELECTED FINANCIAL DATA

The following selected financial data should be read in conjunction with the
Financial Statements and the Notes thereto included in this Annual Report to
Shareholders.  The statement of income data set forth below with respect to
the fiscal years ended March 31, 1996 and 1997 and the balance sheet data at
March 31, 1996 and 1997 are derived from, and should be read in conjunction
with the audited Financial Statements included elsewhere herein.  The
statement of income data set forth below with respect to the fiscal year ended
March 31, 1995 and the balance sheet at March 31, 1995 are derived from
audited financial statements not included in this Annual Report to
Shareholders.

STATEMENTS OF INCOME DATA

Fiscal Year Ended March 31,
---------------------------------------------------------------------------
                                                 1995      1996      1997  
---------------------------------------------------------------------------
                                      (in thousands, except per share data)
Net sales                                      $13,029   $15,383   $18,680
Cost of products sold                            7,669     9,125    10,921
---------------------------------------------------------------------------
Gross profit                                     5,360     6,258     7,759

Expenses:
  Selling                                        1,982     2,194     2,969
  General and administrative                       601       707       865
  Research and development                         392       511       375
  Expenses related to potential acquisitions      --         128      --
---------------------------------------------------------------------------
Income from operations                           2,385     2,718     3,550
Interest and other, net                            116       219       339
---------------------------------------------------------------------------
Income before provision for income taxes         2,501     2,937     3,889
Provision and pro forma provision for 
  income taxes, including $766,000 of 
  actual tax expense and a reduction of 
  $144,000 for the cumulative effect of 
  change in tax status for the year ended 
  March 31, 1995(1)                                773     1,009     1,404
---------------------------------------------------------------------------
Net income and pro forma net income             $1,728    $1,928    $2,485
===========================================================================

Net income and pro forma net income 
  per share                                      $0.55     $0.60     $0.76
===========================================================================

Weighted average common and common
  equivalent shares                          3,143,308 3,235,061 3,279,335
===========================================================================


<PAGE> 2
BALANCE SHEET DATA

March 31,
---------------------------------------------------------------------------
                                                 1995      1996      1997  
---------------------------------------------------------------------------
                                                             (in thousands)

Total assets                                    $9,090   $11,321   $14,251
Working capital                                  6,863     8,918     9,441
Current portion of long-term debt                 --        --        --
Long-term debt less current portion               --        --        --
Stockholders' equity                             8,167    10,231    12,933

--------------------------
(1) From April 1, 1988 through April 30, 1994, the Company elected to be
    treated as an S Corporation under the provisions of the Internal
    Revenue Code and was not subject to federal or state income taxes.  The
    amount for 1995 reflects a pro forma tax provision.  To allow
    comparisons with C Corporations, the Company has used a pro forma tax
    rate of 36.7 percent, excluding the cumulative effect of change in tax 
    status described below, to compute its pro forma provision for income 
    taxes.  Concurrent with the termination of its S Corporation status, the
    Company was required to establish deferred taxes according to the
    provisions of SFAS No. 109 "Accounting for Income Taxes."  Under the
    liability method prescribed by SFAS 109, deferred income taxes reflect
    the net tax effects of temporary differences between the carrying
    amounts of assets and liabilities for financial reporting purposes and
    amounts used for income tax purposes.  The Company recognized this
    cumulative effect of change in tax status by recording a net deferred
    tax asset for existing temporary differences in the amount of $144,000.
    The resulting adjustment was recorded as an income tax benefit for the
    year ended March 31, 1995. 




<PAGE> 3
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                           RESULTS OF OPERATIONS


GENERAL

     The Company designs, manufactures and markets lightweight, durable,
folding leg tables, stacking chairs, and other related products used in
multi-purpose rooms of educational, recreational, hotel and hospitality,
government, office, health care, religious and other public assembly
facilities.  Historically, the Company's growth has come from an expanding
base of new customers and from increasing sales to existing customers.  The
Company's current and future growth is largely dependent upon its ability to
continue increasing table sales to new and existing customers and its ability
to successfully introduce and market new product lines of multi-purpose room
furniture such as folding and stacking chairs, staging, flooring, partitions,
podiums, risers and bench seating.  The Company anticipates that over the next
12 months, its primary business strategy and emphasis will be on expanding
domestic and international table sales while seeking appropriate product line
expansion through acquisitions.  

     In addition to its table products, the Company currently offers five
lines of stacking chairs, the MityTuff(TM), the MityStack(TM), the
MityFlex(TM), the MityDeluxe(TM) and the MityHost(TM).  The MityTuff(TM) and
MityStack(TM) chairs are distributed by the Company under OEM arrangements
with the chair manufacturers.  Portions of the MityFlex(TM) and the
MityDeluxe(TM) chairs are manufactured by the Company.  In addition, the
Company performs final assembly on these two chair lines.  The MityHost(TM) is
manufactured in-house at the Company's facility in Orem, Utah. 

     From April 1, 1988 through April 30, 1994, the Company elected to be
treated as an S Corporation under the provisions of the Internal Revenue Code
and was not subject to federal or state income taxes.  The net income for 1995
reflects a pro forma tax provision.  To allow comparisons with C Corporations,
the Company used a pro forma tax rate of 36.7 percent, excluding the
cumulative effect of change in tax status described below, to compute its pro
forma provision for income taxes.  Concurrent with the termination of its S
Corporation status, the Company was required to establish deferred taxes
according to the provisions of SFAS No. 109 "Accounting for Income Taxes." 
Under the liability method prescribed by SFAS 109, deferred income taxes
reflect the net tax effects of temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and amounts
used for income tax purposes.  The Company recognized this cumulative effect
of change in tax status by recording a net deferred tax asset for existing
temporary differences in the amount of $144,000.  The resulting adjustment was
recorded as an income tax benefit for the fiscal year ended March 31, 1995. 

     Net sales of the Company's table products have increased during the
fiscal years ended March 31, 1995, 1996 and 1997.  Management expects, but
cannot assure, that this trend will continue.  It is not anticipated that
gross profit on table products as a percent of table sales will increase
significantly above current levels.  Gross margins and expenses associated
with chairs and other new product lines are difficult to predict during start
up periods but the Company believes that by applying its management techniques
to these product lines, profitability rates slightly less than those achieved
on table products can ultimately be reached.  However, no assurance can be
given that these results will be realized.  

<PAGE> 4
RESULTS OF OPERATIONS
 
     The following table sets forth, for the periods indicated, the percentage
of net sales represented by items included in or derived from the Company's
Statements of Income: 

Fiscal Year Ended March 31,
---------------------------------------------------------------------------
                                                 1995      1996      1997  
---------------------------------------------------------------------------
Net sales                                       100.0%    100.0%    100.0%
Cost of products sold                            58.9      59.3      58.5
---------------------------------------------------------------------------
Gross profit                                     41.1      40.7      41.5

Operating expenses:
  Selling                                        15.2      14.3      15.9
  General and administrative                      4.6       4.6       4.6
  Research and development                        3.0       3.3       2.0
  Expenses related to potential acquisitions      --        0.8       --
---------------------------------------------------------------------------
Income from operations                           18.3      17.7      19.0
Interest and other, net                           0.9       1.4       1.8
---------------------------------------------------------------------------
Income before tax                                19.2      19.1      20.8
Provision and pro forma 
  provision for income taxes(1)                   5.9       6.6       7.5
---------------------------------------------------------------------------
Net income and pro forma net income              13.3%     12.5%     13.3%
===========================================================================

(1)  From April 1, 1988 through April 30, 1994, the Company elected to be
treated as an S Corporation under the provisions of the Internal Revenue Code
and was not subject to federal or state income taxes.  The amount for 1995
reflects a pro forma tax provision.  To allow for comparisons to C
corporations, the Company has used its pro forma tax rate of 36.7 percent,
excluding the cumulative effect of change in tax status described below, to
compute its pro forma provision for income taxes.  Concurrent with the
termination of its S Corporation status, the Company was required to establish
deferred taxes according to the provisions of SFAS No. 109 "Accounting for
Income Taxes."  Under the liability method prescribed by SFAS 109, deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes
and amounts used for income tax purposes.  The Company recognized this
cumulative effect of change in tax status by recording a net deferred tax
asset for existing temporary differences in the amount of $144,000.  The
resulting adjustment was recorded as an income tax benefit for the year ended
March 31, 1995.
<PAGE> 5
COMPARISON OF FISCAL YEARS 1996 AND 1997

Net Sales
     The Company's fiscal 1997 net sales of $18,680,000 increased 21.4 percent
over net sales in the prior fiscal year.  The increase reflected sales growth
of 18.7 percent in the table product lines and 57.2 in the chair product
lines.  Chair sales represented 6.9 percent and 5.3 percent of net sales for
the fiscal years ended March 31, 1997 and 1996, respectively, while
international sales represented 7.4 percent and 5.7 percent of net sales for
the same respective time periods.  The sales increase has resulted mainly from
increased sales in the hospitality, recreation and office products market
segments and an overall higher average unit sales price realized on table
sales. 

Gross Profit
     Gross profit as a percentage of net sales increased over the prior year
by 0.8 percentage points, to 41.5 percent for the fiscal year ended March 31,
1997.  The increase was primarily due to increases in the average unit sales
price realized on table products, partially offset by lower gross profit
margins realized on increasing sales of the Company's chair products. 

Operating Expenses
     Selling expenses were 15.9 percent of net sales in fiscal 1997 as
compared to 14.3 percent for the prior fiscal year.  Actual spending increased
by 35.3 percent, or $775,000, resulting from higher personnel, international
selling, and tradeshow costs.  

     General and administrative expenses were 4.6 percent of net sales in
fiscal 1997 and 1996.  Actual spending increased by 22.3 percent, or $158,000. 
The increases in spending resulted primarily from increases in personnel
related expenses incurred to support the growing business needs and the
implementation of a new management information system.

     Research and development expenses were 2.0 percent of net sales in fiscal
1997 as compared to 3.3 percent for the prior fiscal year.  Actual spending
decreased by 26.6 percent, or $136,000.  The decrease in research and
development expenditures primarily resulted from one-time expenses incurred in
the June 1995 quarter associated with the development of the Company's
Tesla(TM) folding chair and the Mity-Lite Elite(TM) and Mity-Lite Aluminum(TM)
tables and lower legal expenses incurred for patents.  These new product lines
were introduced at the Neocon Trade Show in Chicago and significant
development resources were expended during that quarter to prepare for the
trade show.  The Company postponed developing further the Tesla(TM), but began
selling the Mity-Lite Elite(TM) and Mity-Lite Aluminum(TM) tables during the
previous fiscal year. 
   
     Also included in operating expenses for the fiscal year ended March 31,
1996 were certain expenses the Company incurred related to the proposed
acquisitions of Fixtures Manufacturing Company and The Lineal Group (Samsonite
Furniture Company).  When the Fixtures Manufacturing Company acquisition
discussions were terminated in August 1995, the Company recorded a $95,000
pre-tax charge.  In addition, the Company attempted to purchase The Lineal
Group, Inc. which was under bankruptcy protection.  The Lineal Group was
eventually purchased by another bidder.  The Company incurred approximately
$33,000 in pre-tax expenses related to this potential acquisition.  These one-
time charges represented 0.8 percent of net sales for fiscal year ended March
31, 1996.  
<PAGE> 6

Other Income/Expense
     Other income and expense netted to $339,000 in fiscal 1997.  Interest
income was $360,000, an increase of $112,000 from the prior fiscal year due to
a greater average balance of cash and cash equivalents.  During fiscal 1997, a
$19,000 loss was incurred from the disposition of certain manufacturing and
research and development assets.

Net Income
     For reasons stated above, the Company's 1997 fiscal year net income of
$2,485,000 increased 28.9 percent over net income in the prior fiscal year. 


QUARTERLY RESULTS OF OPERATIONS

The following table sets forth selected unaudited quarterly financial data for
the most recent eight quarters.  This quarterly financial data reflects, in
the opinion of Management, all adjustments necessary to present fairly the
results of operations for such periods.  The operating results for any quarter
are not necessarily indicative of results for any future period.  The Company
anticipates that operating results may fluctuate on a quarterly basis
depending upon a number of factors.

Unaudited Quarterly Financial Information:

YEAR ENDED MARCH 31, 1997
---------------------------------------------------------------------------
                                           Q1       Q2       Q3       Q4     
---------------------------------------------------------------------------
                                   (in thousands, except per share amounts)
Net sales                                $4,647   $4,939   $4,517   $4,577
Gross profit                              2,006    2,046    1,865    1,842
Income before provision for income tax      922    1,057      929      981
Net income                                  585      672      588      640
Net income per share                       0.18     0.21     0.18     0.19


YEAR ENDED MARCH 31, 1996
---------------------------------------------------------------------------
                                           Q1       Q2       Q3       Q4     
---------------------------------------------------------------------------
                                   (in thousands, except per share amounts)
Net sales                                $3,835   $3,978   $3,666   $3,904
Gross profit                              1,586    1,625    1,522    1,525
Income before provision for income tax      764      724      735      714
Net income                                  478      445      466      539
Net income per share                       0.15     0.14     0.14     0.17


     The Company's quarterly operating results can fluctuate significantly
depending on factors such as timing of new product introductions, market
acceptance of new products, increased competitive pressures, growth in the
institutional furniture market, acquisitions, expansion of international
operations, timing and expansion into complementary products such as chairs,
changes in raw material sources and costs, and adverse changes in general
economic conditions in any of the countries in which the Company does
business.  The Company's ability to develop and market tables and
complementary products that successfully adapt to current market needs may
also have an impact on future quarterly results of operations.  No assurances
<PAGE> 7
can be or are made that the Company will not experience such quarterly
variations in the future.  


LIQUIDITY AND CAPITAL RESOURCES
 
     Cash and cash equivalents, which consist primarily of high-quality
municipal bonds and tax-advantaged money market instruments, totaled $7.65
million at March 31, 1997 as compared to $7.35 million at March 31, 1996.  The
increase in cash and cash equivalents was due primarily to cash generated from
operations ($2.70 million) and proceeds related to the exercise of stock
options ($0.19 million).  This increase was mostly offset by cash used to 1)
purchase a 49.9 percent equity interest in DO Group, Inc. ($0.86 million), 2)
loan capital to a wholly owned subsidiary of DO Group ($1.00 million), 3)
purchase manufacturing and computer equipment, furniture, and 4) make certain
leasehold improvements ($.73 million).  

     The Company has historically financed its growth through cash from
operations and borrowings under a revolving credit facility.  The Company has
revolving credit facilities with Zions First National Bank and First Security
Bank of Utah, N.A.  The agreements, which expire on December 5, 1997 and
October 27, 1997, respectively, allow the Company to draw up to a combined
$4,000,000 under the credit facilities.  As of March 31, 1997, the Company had
no amounts drawn under these facilities.  The credit facilities require the
maintenance of certain financial ratios and levels of working capital, all of
which were met as of March 31, 1997.

     The Company believes that cash flow from its current operations together
with existing cash reserves will be sufficient to support its working capital
requirements for its existing operations for at least the next 12 months. 
However, the Company's working capital requirements may significantly increase
if other acquisitions are consummated.  No assurances can be given as to the
sufficiency of the Company's working capital to support the Company's
operations following any such acquisitions.  If the existing cash reserves,
cash flow from operations and debt financing are insufficient or if working
capital requirements are greater than estimated, the Company could be required
to raise additional capital.  There can be no assurance the Company will be
capable of raising additional capital or that the terms upon which such
capital will be available to the Company will be acceptable.  Additional
sources of equity capital are available to the Company through the exercise by
holders of outstanding options.  At March 31, 1997, the proceeds which would
have been received by the Company upon exercise of outstanding options which
were exercisable on that date were approximately $700,000.  There is no
assurance that such options will be exercised.  The Company is also evaluating
strategic business and product line acquisitions.

     The Company's material cash commitments at March 31, 1997 consisted
primarily of current liabilities to be repaid from funds generated from
operations.  At March 31, 1997, the Company had total current liabilities of
$1,318,000.  The Company has also entered into a lease agreement from a
related party for its production and office facility under which it is
obligated to pay $17,100 per month through March 2000. 


IMPACT OF INFLATION AND ENVIRONMENTAL REGULATIONS

     The Company believes that inflation has not had a material effect on its
operating results.  However, significant increases in the price of raw
materials could have a material adverse impact on the Company's results of
<PAGE> 8
operations.  In addition, compliance with environmental laws or regulations
has not had a material effect on the Company's operations.


FORWARD-LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT FUTURE RESULTS OF
OPERATIONS

     All forward-looking statements contained herein are deemed by the Company
to be covered by and to qualify for the safe harbor protection provided by the
Private Securities Litigation Reform Act of 1995 (the "1995 Act").  Investors
and prospective investors in the Company should understand that several
factors govern whether any forward-looking statement contained herein will be
or can be achieved.  Any one of those factors could cause actual results to
differ materially from those projected herein.  These forward-looking
statements include plans and objectives of management for future operations,
including plans and objectives for products, marketing, customers, product
line expansions, enhancements to its manufacturing process, and potential
acquisitions.  The forward-looking statements included herein are based on
current expectations that involve a number of risks and uncertainties.  These
forward-looking statements are based on assumptions, among others, that the
Company a) will be able to successfully  increase its share of the table
market, introduce new product lines to existing customers, market products
directly to end users, enter new markets, and continue enhancing its
manufacturing process, b) will continue to manufacture and market at current
margins high quality, high performance products at competitive prices, c) can
continue to source acceptable raw materials at current prices, d) will
continue to experience current levels of warranty service costs, and e) will
successfully implement its new sales incentive program and management
information system.  Assumptions relating to the foregoing involve judgments
with respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of
the Company.  Although the Company believes that the assumptions underlying
the forward-looking statements contained herein are reasonable, any of those
assumptions could prove inaccurate and, therefore, there is and can be no
assurance that the results contemplated in any such forward-looking statement
will be realized.  Budgeting and other management decisions are subjective in
many respects and thus susceptible to interpretations and periodic revision. 
The impact of actual experience and business developments may cause the
Company to alter its marketing, capital expenditure plans or other budgets,
which may in turn affect the Company's result of operations.  In light of the
significant uncertainties inherent in the forward-looking statements included
herein, the inclusion of any such statement should not be regarded as a
representation by the Company or any other person that the objectives or plans
of the Company will be achieved. 

     Due to factors noted above and elsewhere in Management's Discussion and
Analysis of Financial Condition and Results of Operations, the Company's
future earnings and stock price may be subject to significant volatility,
particularly on a quarterly basis.  Past financial performance should not be
considered a reliable indicator of future performance and investors should not
use historical trends to anticipate results or trends in future periods.  Any
shortfall in net sales or earnings from the levels anticipated by securities
analysts could have an immediate and significant effect on the trading price
of the Company's common stock in any given period.  Additionally, the Company
may not learn of such shortfalls until late in a fiscal quarter, which could
result in an even more immediate and adverse effect on the trading price of
the Company's common stock.  
<PAGE> 9

Independent Auditors' Report 



To the Board of Directors and 
Shareholders of Mity-Lite, Inc.:
 
We have audited the accompanying balance sheet of Mity-Lite, Inc. as of March
31, 1997, and the related statements of income, stockholders' equity, and cash
flows for the year then ended.  These financial statements are the
responsibility of Mity-Lite's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Mity-Lite, Inc. at March 31, 1997, and the
results of its operations and its cash flows for the year then ended, in
conformity with generally accepted accounting principles.




DELOITTE & TOUCHE LLP
Salt Lake City, Utah
May 2, 1997


<PAGE> 10

Report of Independent Accountants



May 13, 1996

To the Board of Directors and 
Stockholders of Mity-Lite, Inc.
 
In our opinion, the accompanying balance sheet and the related statements of
income, stockholders' equity and of cash flows present fairly, in all material
respects, the financial position of Mity-Lite, Inc. at March 31, 1996, and the
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.  These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audit.  We conducted our audit of these statements in accordance with
generally accepted auditing standards which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis for the
opinion expressed above.




PRICE WATERHOUSE LLP
Salt Lake City, Utah


<PAGE> 11
BALANCE SHEETS

March 31,                                               1997             1996
------------------------------------------------------------------------------
ASSETS
  Current assets:
    Cash and cash equivalents                    $ 7,646,000      $ 7,346,000
    Accounts receivable, less allowances of 
      $161,000 at March 31, 1997 and $132,000 
      at March 31, 1996                            2,196,000        1,608,000
    Inventories                                      700,000          509,000
    Deferred income taxes                            129,000           91,000
    Prepaid expenses and other current assets         88,000          101,000
    Related party receivable                           --             353,000
                                                ------------------------------
  Total current assets                            10,759,000       10,008,000

Property and equipment, net                        1,629,000        1,313,000
Note receivable from affiliate                     1,000,000            --
Investment in affiliate                              862,000            --
Intangibles                                            1,000            --
                                                ------------------------------
                                                 $14,251,000      $11,321,000
                                                ==============================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                               $   833,000      $   747,000
  Accrued expenses                                   485,000          343,000
                                                ------------------------------
Total current liabilities                          1,318,000        1,090,000

Commitments and Contingencies                          --               --

Stockholders' equity:
  Preferred stock, par value $.10 per share; 
    authorized 3,000,000 shares; no shares 
    issued and outstanding                             --               --
  Common stock, par value $.01 per share; 
    authorized 10,000,000 shares; issued and 
    outstanding 3,161,359 shares at March 31, 
    1997 and 3,096,472 shares at March 31, 1996       32,000           31,000
  Additional paid-in capital                       6,952,000        6,744,000
  Retained earnings                                5,949,000        3,456,000
                                                ------------------------------
Total stockholders' equity                        12,933,000       10,231,000
                                                ------------------------------
                                                 $14,251,000      $11,321,000
                                                ==============================



                See accompanying notes to financial statements.
<PAGE> 12
STATEMENTS OF INCOME

Year Ended March 31,                                    1997             1996
------------------------------------------------------------------------------
Net sales                                        $18,680,000      $15,383,000
Cost of products sold                             10,921,000        9,125,000
                                                ------------------------------
  Gross profit                                     7,759,000        6,258,000

Selling                                            2,969,000        2,194,000
General and administrative                           865,000          707,000
Research and development                             375,000          511,000
Expenses related to potential acquisitions             --             128,000
                                                ------------------------------
  Total operating expenses                         4,209,000        3,540,000
                                                ------------------------------
Income from operations                             3,550,000        2,718,000

Other income (expense):
  Interest expense                                    (2,000)          (3,000)
  Interest income                                    360,000          248,000
  Other                                              (19,000)         (26,000)
                                                ------------------------------
    Total other income (expense)                     339,000          219,000
                                                ------------------------------
Income before provision for income taxes           3,889,000        2,937,000
Provision for income taxes                         1,404,000        1,009,000
                                                ------------------------------
Net income                                        $2,485,000       $1,928,000
                                                ==============================

Net income per share                                   $0.76            $0.60
                                                ==============================

Weighted average number of common and 
  common equivalent shares                         3,279,335        3,235,061
                                                ==============================









                See accompanying notes to financial statements.
<PAGE> 13
STATEMENTS OF STOCKHOLDERS' EQUITY


                               Common   Additional                     Total
                            Stock Par      Paid-In    Retained   Stockholders'
                                Value      Capital    Earnings         Equity
------------------------------------------------------------------------------

Balance at April 1, 1995      $31,000   $6,616,000  $1,520,000     $8,167,000
  Net income                                         1,928,000      1,928,000
  Issuance of 25,331 shares 
    of common stock from the 
    exercise of options                     85,000                     85,000
  Deferred compensation                                  8,000          8,000
  Tax benefit of employee 
    stock options                           43,000                     43,000
                             -------------------------------------------------
Balance at March 31, 1996      31,000    6,744,000   3,456,000     10,231,000
                             -------------------------------------------------
  Net income                                         2,485,000      2,485,000
  Issuance of 62,317 shares 
    of common stock from the 
    exercise of options         1,000      170,000                    171,000
  Issuance of 2,750 shares of
    common stock to the 
    Company's 401(k) plan                   20,000                     20,000
  Deferred compensation                                  8,000          8,000
  Tax benefit of employee 
    stock options                           18,000                     18,000
                             -------------------------------------------------
Balance at March 31, 1997     $32,000   $6,952,000  $5,949,000    $12,933,000
                             =================================================




                See accompanying notes to financial statements.
<PAGE> 14
STATEMENTS OF CASH FLOWS

Year Ended March 31,                                    1997             1996
------------------------------------------------------------------------------

Cash flows from operating activities:
  Net income                                      $2,485,000       $1,928,000
  Adjustments to reconcile net income to 
    net cash provided by operating 
    activities:
      Depreciation                                   394,000          354,000
      Deferred compensation                            8,000            8,000
      Deferred tax expense                           (38,000)          (8,000)
      Loss on disposal of property and equipment      19,000           26,000
      Tax benefit from exercise of stock options      18,000           43,000
      Changes in assets and liabilities:
        Accounts receivable                         (588,000)         (75,000)
        Inventories                                 (191,000)         (86,000)
        Prepaid expenses and other current assets     13,000           38,000
        Related party receivable                     353,000         (153,000)
        Intangibles                                   (1,000)            --
        Federal tax deposit                             --            313,000
        Accounts payable                              86,000          103,000
        Accrued expenses and other                   142,000           64,000
                                                ------------------------------
Net cash provided by operating activities          2,700,000        2,555,000
                                                ------------------------------
Cash flows from investing activities:
  Proceeds from sale of property and equipment         6,000            1,000
  Purchases of property and equipment               (735,000)        (390,000)
  Note receivable from affiliate                  (1,000,000)            --
  Investment in affiliate                           (862,000)            --
  Receivable from sale of European sales branch         --            272,000
                                                ------------------------------
Net cash used in investing activities             (2,591,000)        (117,000)
                                                ------------------------------
Cash flows from financing activities:
  Net proceeds from exercise of stock options        191,000           85,000
                                                ------------------------------
Net cash provided by financing activities            191,000           85,000
                                                ------------------------------
Net increase in cash and cash equivalents            300,000        2,523,000
Cash and cash equivalents at beginning of period   7,346,000        4,823,000
                                                ------------------------------
Cash and cash equivalents at end of period        $7,646,000       $7,346,000
                                                ==============================

Supplemental schedule of non-cash investing and
  financing activities:
    Cash paid during the year for income taxes    $1,426,000         $944,000



                See accompanying notes to financial statements.
<PAGE> 15
                         NOTES TO FINANCIAL STATEMENTS

1.  DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Mity-Lite, Inc. (the "Company") designs, manufactures and markets
lightweight, durable, folding leg tables, stacking chairs and related products
used in multi-purpose rooms of educational, recreational, hotel and
hospitality, government, office, health care, religious and other public
assembly facilities.  The Company typically sells its products directly to end
users using a proprietary, computerized sales management system and an
in-house staff of trained sales and customer service personnel.  The Company
markets its products throughout the United States and in certain foreign
countries. 

CASH AND CASH EQUIVALENTS
     Cash and cash equivalents include highly liquid investments which have a
term maturity not greater than three months.  

INVENTORIES
     Inventories are stated at the lower of cost, on a first in, first out
basis, or market.  

ADVERTISING
     Advertising costs consist primarily of print advertising costs which are
charged to expense as incurred.  Advertising costs expensed during the years
ended March 31, 1996 and 1997 were $124,000 and $103,000, respectively.

PROPERTY AND EQUIPMENT
     Property and equipment are stated at cost.  Maintenance and repairs are
charged to operations as incurred, whereas major replacements and improvements
are capitalized and subsequently depreciated.  Depreciation and amortization
on the company's equipment, furniture, and fixtures are provided on a
straight-line basis over the estimated useful lives of the related assets (3
to 7 years).   Improvements to leased properties are amortized over their
estimated useful lives or the remaining term of the lease, whichever is
shorter (5 to 15 years).

REVENUE RECOGNITION
     Revenue is recognized upon shipment of product.

CONCENTRATION OF CREDIT RISK
     Financial instruments which potentially subject the Company to
concentrations of credit risk consist primarily of trade receivables and cash
equivalents.  In the normal course of business, the company provides credit
terms to its customers.  Accordingly, the Company performs ongoing credit
evaluations of its customers and maintains allowances for possible losses
which, when realized, have been within the range of management's expectations.

FAIR VALUE OF FINANCIAL INSTRUMENTS
     The fair value of the note receivable from affiliate approximates its
book value at March 31, 1997. 

INCOME TAXES (see Note 9)
     Mity-Lite uses an asset and liability approach for financial accounting
and reporting for income taxes.  Deferred income taxes are provided for
temporary differences in the bases of assets and liabilities as reported for
financial statement purposes and income tax purposes.

<PAGE> 16
STOCK BASED COMPENSATION
     In October 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for
Stock-based Compensation," which became effective for Mity-Lite beginning
April 1, 1996.  SFAS No. 123 requires expanded disclosures of stock-based
compensation arrangements with employees and encourages (but does not require)
compensation cost to be measured based on the fair value of the equity
instrument awarded.  Since Mity-Lite has decided to continue to apply APB 25
(as permitted by SFAS No. 123), the appropriate required disclosure of the
effects of SFAS No. 123 are included in Note 7.

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

LONG-LIVED ASSETS
     Impairment of long-lived assets is determined in accordance with SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and of Long-Lived
Assets to be Disposed Of," which was adopted on January 1, 1996.  There were
no impairments as of March 31, 1997.

RECLASSIFICATIONS
     Certain reclassifications have been made to 1996 balances to be
consistent with the 1997 presentation.


2.  INVENTORIES

     Inventories consisted of the following:

March 31,                                               1997             1996
------------------------------------------------------------------------------
     Materials and supplies                         $611,000         $432,000
     Work-in-progress                                 58,000           51,000
     Finished goods                                   31,000           26,000
                                                ------------------------------
                                                    $700,000         $509,000
                                                ==============================

3.  PROPERTY AND EQUIPMENT

     Property and equipment consisted of the following:

March 31,                                               1997             1996
------------------------------------------------------------------------------
     Equipment                                    $1,605,000       $1,335,000
     Furniture and fixtures                          770,000          591,000
     Leasehold improvements                          509,000          410,000
                                                ------------------------------
                                                   2,884,000        2,336,000
     Less accumulated depreciation and amort.     (1,255,000)      (1,023,000)
                                                ------------------------------
                                                  $1,629,000       $1,313,000
                                                ==============================
<PAGE> 17
4.  INVESTMENT IN AND NOTE RECEIVABLE FROM AFFILIATE

     On March 31, 1997, the Company completed the acquisition of a 49.9
percent equity interest in DO Group, Inc., a privately-held manufacturer of
office seating and office panel systems headquartered in Elkhart, Indiana.  DO
Group markets its products under the Domore and DO3 trade names and has
manufacturing facilities in Elkhart, Indiana and Marked Tree, Arkansas.  DO
Group's seating and system sales totaled approximately $12 million for the
twelve months ended December 31, 1996.  Total sales and net loss for the year
ended December 31, 1996, including the operations of its unprofitable wood
case goods division which was sold on December 31, 1996, were $14.2 million
and ($0.5) million respectively.  Total assets and liabilities as of December
31, 1996 were $7.4 million and $8.3 million, respectively.  Mity-Lite's share
of DO Group's net assets as of December 31, 1996 totaled ($426,000).

     Mity-Lite purchased its 49.9 percent equity interest for $750,000 in cash
and the payment of certain closing and due diligence costs totaling $112,000
as of March 31, 1997.  Mity-Lite holds a put option to put back its investment
to the DO Group officers at any time during the next three years.  The value
of the put option equals the greater of Mity-Lite's cost of investment plus 10
percent per annum or the value of Mity-Lite's interest in DO Group using Mity-
Lite's then current price earnings ratio applied to the earnings of DO Group. 
Mity-Lite's put option is collateralized by the remaining 50.1 percent
interest in DO Group.  At the conclusion of the three year period, the
majority owners of DO Group will have the right to convert their 50.1 percent
interest in DO Group into 115,000 shares of Mity-Lite common stock, at which
time DO Group will become a wholly owned subsidiary of Mity-Lite.  In
addition, Mity-Lite set aside options to purchase 175,000 shares of stock
under the 1997 Stock Incentive Plan (see Note 7).  If Mity-Lite does not
exercise its put option, these options will vest in three years.  

     Mity-Lite will utilize the equity method of accounting for its
investment.  Under the equity method, Mity-Lite will recognize its
proportionate share of the earnings or losses of DO Group as incurred. 
Management estimates that the difference between Mity-Lite's investment cost
and its share of the underlying equity in DO Group's net assets is
approximately $145,000.  This amount will be amortized over a 15-year period.

     As part of the acquisition, Mity-Lite loaned $1,000,000 in a senior
subordinated note to a wholly owned subsidiary of DO Group.  The note, which
is subordinated to a financial institution's interest, is secured by
inventories, receivables, machinery & equipment, furniture and fixtures, real
property, and all other assets of DO Group.  The note is callable in the event
the put option is exercised.  The note matures on March 24, 2000 and bears
interest at 10 percent payable quarterly.  The Company believes the interest
rate approximates the market rate of interest for similar debt instruments
negotiated at arms length.  

     Because of the liquidation of the wood case goods division, the pay down
of borrowings from the related proceeds, and the expected positive net income
and cash flows of DO Group, Management believes the investment in DO Group
will be recoverable and the note receivable will be collectible.  


5.  DEBT 

     The Company has an unsecured $2,000,000 line of credit with Zions First
National Bank which expires in December 1997 with interest at the bank's base
rate (8.50 percent at March 31, 1997).  In addition, the Company has an
<PAGE> 18
unsecured $2,000,000 line of credit with First Security Bank which expires in
October 1997 with interest at the bank's prime rate (8.50 percent at March 31,
1997).  No balances were outstanding on either line as of March 31, 1996 and
1997.  Among other restrictions, debt covenants related to the lines of credit
require the Company to maintain certain financial ratios and levels of working
capital, all of which were met at March 31, 1997 and 1996.

6.  ACCRUED EXPENSES

     Accrued expenses consisted of the following:

March 31,                                               1997             1996
------------------------------------------------------------------------------
     Accrued payroll and payroll taxes              $336,000         $248,000
     Accrued warranty                                140,000           84,000
     Other                                             9,000           11,000
                                                ------------------------------
                                                    $485,000         $343,000
                                                ==============================

7.  COMMON STOCK OPTIONS

     At March 31, 1997, the Company has two stock incentive plans, the 1990
Stock Incentive Plan (the "1990 Plan") and the 1997 Stock Incentive Plan (the
"1997 Plan").  Under the 1990 Plan, Mity-Lite authorized and reserved a total
of 500,000 shares of common stock for issuance under the plan.  Under the 1997
Plan, which is still subject to shareholder approval, Mity-Lite plans to
authorize and reserve a total of 300,000 shares of common stock for issuance
under the plan.  The purchase price for the shares under the Plans is equal to
the fair value of the Common Stock at the date the options are granted as
determined by the closing price listed on Nasdaq.  A table of stock option
activity is shown below: 

                                                      Number     Option Price
                                                  Of Options        Per Share
------------------------------------------------------------------------------
Outstanding at April 1, 1995                         262,506      $0.82-$7.38
  Granted                                             67,500        6.13-8.63
  Exercised                                          (25,331)       1.64-3.50
  Forfeited                                             (376)            2.73
                                                ------------------------------
Outstanding at March 31, 1996                        304,299        0.82-8.63
  Granted                                            187,150       9.13-14.50
  Exercised                                          (62,317)       0.82-3.50
  Forfeited                                           (4,542)       2.73-9.13
                                                ------------------------------
Outstanding at March 31, 1997                        424,590     $1.64-$14.50
                                                ==============================

     Options exercisable at March 31, 1997 and 1996 were 182,694 and 151,847,
respectively. 

     Mity-Lite applied APB Opinion 25 and related Interpretations in
accounting for its plans.  Accordingly, no compensation cost has been
recognized for its stock option plans.  Had compensation cost of Mity-Lite's
two stock-based compensation plans been determined based on the fair value at
the grant dates for awards under those plans consistent with the method of
SFAS No. 123, Mity-Lite's net income and earnings per share would have changed
to the pro forma amounts indicated below:
<PAGE> 19
Year Ended March 31,                                    1997             1996
------------------------------------------------------------------------------
     Net income: 
         As reported                              $2,485,000       $1,928,000
         Pro forma                                 2,431,000        1,883,000
                                                ------------------------------
     Earnings per share assuming no dilution
         As reported                                   $0.76            $0.60
         Pro forma                                     $0.74            $0.58

     Fully diluted earnings per share assuming 
       full dilution
         As reported                                   $0.76            $0.59
         Pro forma                                     $0.74            $0.58
                                                ------------------------------

     The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option-pricing model with the following weighted-
average assumptions used for grants in 1997 and 1996, respectively: expected
volatility of 31 percent and 31 percent, risk free interest rates of 6.02
percent and 5.39 percent, and expected lives of one to three years.  Under
SFAS No. 123, the weighted average fair value per share of options issued
during the years ended March 31, 1997 and 1996 were $3.85 and $1.49,
respectively.


8.  EMPLOYEE BENEFIT PLANS

     In January 1995, The Company established a defined contribution plan
which qualifies under Section 401(k) of the Internal Revenue Code.  The plan
provides retirement benefits for employees meeting minimum age and service
requirements.  Participants may contribute up to 20 percent of their gross
wages, subject to certain limitations.  The plan provides for discretionary
matching contributions by the company, as determined by the Board of
Directors.  The discretionary amounts contributed to the plan for the years
ended March 31, 1996 and 1997 were $23,000 and $35,000, respectively.  

     In October 1996, the Board of Directors reserved up to 25,000 shares of
Mity-Lite common stock to be issued under the provisions of the 401(k) plan. 
Shares are issued to the plan on a quarterly basis at a price reflecting a 15
percent discount from the market price of the stock at the beginning or the
end of the quarter, whichever is less.  The number of shares issued to the
plan during the plan year was 2,750.


<PAGE> 20
9.  INCOME TAXES

     Income tax provision consisted of the following components:

Year Ended March 31,                                    1997             1996
------------------------------------------------------------------------------
     Current: 
       Federal                                    $1,242,000       $  870,000
       State                                         200,000          147,000
                                                ------------------------------
     Total current                                 1,442,000        1,017,000
                                                ------------------------------
     Deferred:
       Federal                                       (35,000)         (11,000)
       State                                          (3,000)           3,000
                                                ------------------------------
     Total deferred                                  (38,000)          (8,000)
                                                ------------------------------
                                                  $1,404,000       $1,009,000
                                                ==============================


     The tax provisions were at effective rates as follows: 

Year Ended March 31,                                    1997             1996
------------------------------------------------------------------------------
     Federal statutory tax rates                       34.0%            34.0%
     State income taxes, net of federal benefit         3.3              3.3
     Tax exempt interest                               (1.4)            (2.5)
     Research and development tax credit                 --             (0.8)
     Other                                              0.2              0.4
                                                ------------------------------
                                                       36.1%            34.4%
                                                ==============================


     The tax effects of temporary differences that give rise to significant
portions of deferred tax assets and deferred tax liabilities are as follows: 

Year Ended March 31,                                    1997             1996
------------------------------------------------------------------------------
     Deferred tax:
       Depreciation                                 ($13,000)         ($2,000)
       Allowance for bad debts                        28,000           25,000
       Inventory                                       2,000            2,000
       Vacation accrual                               19,000           10,000
       Warranty accrual                               84,000           56,000
       Other accruals                                  9,000             --
                                                ------------------------------
     Total deferred tax                             $129,000          $91,000
                                                ==============================

     The Company has not provided an allowance against the deferred taxes
recorded in the financial statements since management believes that it is more
likely than not that future earnings will be sufficient to recover deferred
tax. 

<PAGE> 21
10.  COMMITMENTS AND RELATED PARTY TRANSACTIONS

     The Company leases its building facilities from a related party under an
operating lease which expires in March 2000 and is renewable at the then
current market rates for an additional ten years.  The agreement requires
minimum lease payments of $205,000 per year until expiration.  The Company has
no other noncancelable lease agreements.  Total rent expense was $208,000 and
$157,000 for the years ended March 31, 1997 and 1996, respectively.  

     During the year ended March 31, 1996, the Company incurred certain capital
costs related to the construction of additional manufacturing and office space
at its current facility.  A portion of these amounts, totaling $353,000 as of
March 31, 1996,  has been recorded as a related party receivable.  During the
year ended March 31, 1997, this amount was reimbursed to the Company by the
lessor once the additions were substantially completed.  


11.  RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS

     In February 1997, the Financial Accounting Standards Board (FASB) issued
SFAS No. 128, "Earnings per Share."  This standard establishes standards for
computing and presenting earnings per share (EPS).  SFAS No. 128 simplifies
the approach for computing earnings per share previously found in Accounting
Principles Board Opinion (APB) Opinion No. 15.  It replaces the presentation
of primary EPS with a presentation of basic EPS.  It also requires dual
presentation of basic and diluted EPS on the face of the income statement for
all entities with complex capital structures.  

     Under the new structure, basic EPS excludes dilution and is computed by
dividing income available to common stockholders by the weighted-average
number of common shares outstanding for the period.  Diluted EPS reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock.  

     SFAS No. 128 is effective for financial statements issued for periods
ending after December 15, 1997.  The computation of basic EPS under SFAS No.
128 would have resulted in net income per common share of $0.62 and $0.80 for
the fiscal years ended March 31, 1996 and 1997, respectively.  Diluted EPS
computed under SFAS No. 128 would have resulted in net income per common share
of $0.60 and $0.76 for the fiscal years ended March 31, 1996 and 1997,
respectively.