<PAGE>

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                   FORM 10-K

(Mark One)
  [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 				
       EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended 
       December 31, 1996.
                                    or
  [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE 
       SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] 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 of Incorporation)                   (IRS Employer Identification No.)

P.O. Box 237,  65140 U.S. 33 East,  Goshen, Indiana            46526
     (Address of principal executive offices)                (Zip Code)

(Registrant's telephone number, including area code) - (219)642-3070

       Securities registered pursuant to Section 12(b) of the Act:

Class A Common Stock ($.10 Par Value)          American Stock Exchange
        (Title of each class)      (Name of Each Exchange on Which Registered)

      Securities registered pursuant to Section 12(g) of the Act:  None

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 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 by check mark if disclosure of delinquent filers pursuant to Item 
405 of Regulation S-K is not contained herein, and will not be contained, to 
the best of the registrant's knowledge, in the definitive proxy or 
information statements incorporated by reference in Part III of the 
Form 10-K or any amendment hereto.   X  

The aggregate market value of the voting stock held by non-affiliates of 
the registrant at February 28, 1997: $38,049,949

Indicate the number of shares outstanding of each of the registrant's 
classes of common stock, as of the latest practicable date.

       Class                              Outstanding at February 28, 1997 
Class A Common Stock ($.10 Par Value)             7,980,535 shares
Class B Common Stock ($.10 Par Value)             1,402,975 shares

                      Documents Incorporated by Reference

                                     Parts of Form 10-K Into Which the
       Document                      Document is Incorporated
Portions of the Proxy Statement   								
 for Annual Meeting of Shareholders  	
 to be held on April 29, 1997                    Part III

The Index to Exhibits is on page         in the sequential numbering system.  
Total pages          

<PAGE>

                                  PART I
ITEM 1.   BUSINESS.
History
     Supreme Industries, Inc., a Delaware corporation, formerly ESI 
Industries, Inc. (the "Company"), is one of the nation's leading 
manufacturers of specialized truck bodies and shuttle buses.  The Company 
was incorporated in 1979, and was initially engaged in the geophysical 
services business together with its former wholly-owned subsidiary, TGC 
Industries, Inc. ("TGC"). 

     In January 1984, Supreme Corporation ("Supreme") was formed as a 
wholly-owned subsidiary of the Company to acquire a company which was 
engaged in the business of manufacturing, selling, and repairing specialized 
truck bodies, shuttle buses and related equipment.  In June 1986, the Boards 
of Directors of the Company and TGC approved a spin-off of TGC to the 
stockholders of the Company.  The spin-off was effective for financial and
accounting purposes as of July 31, 1986.

     In December 1986, the Company, through a newly formed, wholly-owned 
subsidiary, Contempri Homes, Inc. ("Contempri"), purchased all of the assets 
and assumed substantially all of the liabilities of Contempri Homes, Inc., a 
Pennsylvania corporation engaged in the business of producing modular homes.

     In July 1987, Supreme's newly formed, wholly-owned subsidiary, Supreme 
Mid-Atlantic Corporation, formerly Supreme-Jannell Corporation, purchased 
the operations and certain assets and assumed certain liabilities of 
Jannell & Son Body Co., a Rhode Island corporation engaged in both truck body 
manufacturing and sales and truck body repair and truck equipment sales at
facilities in Rhode Island.

     In March 1990, Supreme Corporation purchased land and a manufacturing 
facility in Jonestown, Pennsylvania, for the purpose of manufacturing truck 
bodies and selling them in the Mid-Atlantic and Northeastern states.  This 
facility produces bodies that had previously been manufactured in leased
facilities located in Woonsocket, Rhode Island.

     In December 1992, the Boards of Directors of the Company and Contempri 
approved a spin-off of Contempri to the stockholders of the Company.  The 
spin-off was effective for financial and accounting purposes as of 
December 31, 1992.  Subsequent to the spin-off, the Company has been 
operating in one line of business as a manufacturer of specialized truck 
bodies and shuttle buses through its operating subsidiary, Supreme 
Corporation.

     In August 1994, the Company acquired the business operations and 
substantially all of the operating assets of Murphy Body Company, Inc., 
Wilson, North Carolina.  The acquisition provided additional refrigerated 
product lines that the Company did not currently produce and added 
additional capacity for the Company's existing product lines.  The 
acquisition also provided better market penetration for all of the Company's 
product lines into Virginia and North and South Carolina.

<PAGE>

     On March 5, 1996, the Company acquired the business operations and 
assets of S.D. Enterprises, Inc., a paratransit van manufacturer.  The 
acquisition of the Freedom One (trademark) product line complements Supreme's 
existing line of bus products and provides access to the handicapped van 
conversion market.  The Freedom One product line meets all Americans with 
Disabilities Act (ADA) standards.

Financial Information About Industry Segments
     The Company operates in one industry segment, Specialized Truck Body 
Manufacturing.

General Description of the Company's Business
     The specialized truck body industry consists of companies that 
manufacture and/or distribute specialized truck bodies and install them and 
other equipment on truck chassis.  The truck chassis, each of which consists 
of an engine, frame with wheels, and in some cases a cab, are manufactured 
by third parties who are typically major automotive or truck companies.  
Such companies typically do not build specialized truck bodies.  See 
"Competition."

     Supreme's products are medium-priced with prices generally ranging from 
$1,000 to $45,000. Supreme's truck bodies and custom trailers are offered in 
aluminum or fiberglass reinforced plywood panel ("FRP") construction and are 
available in lengths of 9 to 45 feet and heights up to 13 feet, 6 inches. 
Examples of optional equipment offered by Supreme include lift gates, 
cargo-handling equipment, customized doors, special bumpers, ladder racks, 
and refrigeration equipment, which are configured with truck bodies to meet 
the end-user's needs.  Supreme also makes its own fiberglass wind deflectors 
under the name of Fuel Shark, which reduce wind resistance and improve fuel 
efficiency.  Supreme is not in the business of manufacturing recreational
vehicles or long-distance aluminum truck-trailers.  The following is a brief  
summary of Supreme's products:

     Van bodies.  Supreme's van bodies are typically fabricated up 
     to 28 feet in length with prepainted aluminum or FRP panels,
     aerodynamic front and side corners, hardwood floors and various
     door configurations to accommodate end-user loading and 
     unloading requirements.  This product is used for diversified
     dry freight transportation.

     Refrigerated Chiller (trademark) insulated van bodies.  
     Chiller (trademark) vans are insulated FRP  bodies  
     which can accommodate controlled temperature and 
     refrigeration needs of end-users. All fiberglass 
     exterior laminated walls are corrosion resistant and 
     utilize foam insulation which permits varying levels of 
     temperature to as low as minus twenty degrees Fahrenheit.

     Kold King (trademark) aluminum insulated van bodies.  
     Supreme's advances in insulated foam technology have created 
     this aluminum insulated body with greater strength, less 
     weight and better thermal efficiency.

     Nordica (trademark) fiberglass refrigerated truck bodies.  
     Nordica (trademark) bodies allow the customer to use a smaller 
     refrigerated unit.  The bodies incorporate seamless 
     gel-coated fiberglass walls and fiberglass pultrusion to 
     create a lightweight body that is strong and durable.

<PAGE>

     Iner-City (trademark) cutaway van bodies.  Aluminum or FRP 
     cutaway van bodies are installed only on cutaway chassis 
     which are available with or without access to the cargo 
     area from the cab.  The Iner-City (trademark) cutaway van 
     body is similar to the regular van body except for floor 
     construction and shorter lengths (10 feet to 15 feet) as 
     compared with van bodies which are constructed to lengths 
     of up to 28 feet.

     Iner-City (trademark) walk-in van bodies.  Supreme 
     manufactures its walk-in vans on a rail truck chassis 
     having no cab.  Supreme fabricates the driver's 
     compartment and body using FRP panels and aluminum.
     Some uses for this product include the distribution of 
     food products  and small packages.

     Commander (trademark) fiberglass van bodies.  The 
     Commander (trademark) is a one-piece fiberglass molded 
     body used principally in the lawn care industry.  The 
     corrosion resistant body has an interior design which 
     helps control chemical spills or damage from corrosion 
     and enhances the clean-up process.

     Pro Fleet commercial conversions.  Supreme's Pro Fleet 
     product line meets the needs of a wide array of 
     commercial users.  Pro Fleet customizes Chrysler, Ford, 
     and General Motors full-size vans, minivans and a full 
     line of trucks.  These products are used as mobile 
     offices, mobile workstations, commuter and executive 
     vans as well as service and delivery vehicles.

     Spartan mini-bodies. Spartan mini-bodies are produced in 
     three different configurations and designed to be mounted 
     on small trucks for diversified commercial use.

     StarTrans (trademark) shuttle buses.  The StarTrans (trademark) 
     shuttle buses have seating capacities for 12 to 29 people 
     and are offered with a variety of seating arrangements and 
     with such options as wheelchair lifts, custom interiors, and 
     special exterior paint schemes.  The shuttle bus line features 
     an improved aerodynamic exterior design and is intended for use 
     by hotels, nursing homes, car leasing companies, and 
     airport-related users.

     StarTrans (trademark) mid-size buses.  Supreme's 
     StarTrans (trademark) mid-size buses are offered in lengths 
     of up to 31 feet with capacities of up to 35 passengers.  
     This product serves the public transit and tour markets and 
     provides the Company's dealer network with a more 
     comprehensive product line.

     Freedom One (trademark) paratransit vans.  Supreme's 
     Freedom One (trademark) paratransit handicapped van 
     conversion product line provides full access to the 
     handicapped van market.  The Company converts Chrysler, Ford 
     and General Motors minivans to meet all Americans with 
     Disabilities Act (ADA) standards.  The vans are marketed
     through automotive and mobility dealers as well as through 
     the Company's StarTrans (trademark) bus distribution network.

<PAGE>

     Customized trailers.  Supreme manufactures a variety of
     customized trailers for special needs, including mobile
     laboratories, antique and race car haulers, and trailers 
     for the broadcasting industry.

     Stake bodies.  Stake bodies are flatbeds with various
     configurations of removable sides. The stake body is utilized
     for intercity distribution of products, as well as for a broad
     range of agricultural transportation needs.

     Chiller (trademark), Kold King (trademark), Nordica (trademark), 
     Iner-City (trademark), Commander (trademark), Spartan, 
     StarTrans (trademark), Freedom One (trademark), and Fuel Shark 
     are trademarks used by Supreme in its marketing of truck bodies 
     and buses.  Chiller (trademark), Kold King (trademark), 
     Nordica (trademark), Iner-City (trademark), Commander (trademark), 
     StarTrans (trademark) and Freedom One (trademark) are trademarks 
     registered in the U.S. Patent and Trademark Office.

     Some examples of specialized truck bodies that are not manufactured by 
Supreme are dump bodies, utility bodies and garbage packers.  Neither 
Supreme nor any of its competitors manufacture every type of specialized 
truck body.  Supreme intends to continue to expand its product line, but 
there is no assurance that it will do so.


Manufacturing
     Supreme's manufacturing facilities are located in Goshen, Indiana; 
Griffin, Georgia; Cleburne, Texas; Moreno Valley, California; Jonestown, 
Pennsylvania and Wilson, North Carolina.  Supreme's management estimates 
that on the average, Supreme's plants and equipment are being used at 
approximately 50%-90% of capacity on a one-shift basis.

     Supreme builds specialized truck bodies and installs other equipment on 
truck chassis, most of which are provided by bailment pool arrangements or 
are owned by dealers or end-users.  These truck bodies are built on an 
assembly line from engineered structural components, such as floors, roofs, 
and wall panels.  These components are manufactured from Supreme's 
proprietary designs and are installed on the truck chassis.  Supreme then
installs optional equipment and applies any special finishes that the 
customer has specified.  At each step of the manufacturing and installation 
process, Supreme conducts quality control procedures to insure that the 
products meet its customers' specifications.   Supreme's products are 
generally produced to firm orders and are designed and engineered by Supreme.  
Order levels will vary depending upon price, competition, prevailing 
economic conditions and other factors. 

     Supreme has designed and built its own fabricating equipment for many of 
its manufacturing processes.  Supreme has its own fiberglass manufacturing 
facilities that process and assemble the Fiberglass Reinforced Panel ("FRP") 
and other fiberglass products as required.  The Company's patented FRP 
manufacturing facility is currently producing panels on a limited basis for 
internal use with production runs scheduled to start in late March 1997.  
The facility has sufficient capacity to supply the Company's internal 
requirements.  Once internal requirements are met, the Company plans to 
market FRP panels to other users.

     The Company's hardwood flooring manufacturing facility began producing 
and shipping product in the fourth quarter of 1996.  The facility has 
capacity to supply all of the Company's internal needs.  To avoid being 
dependent on one source for such a critical raw material component, the 
Company will continue to purchase a portion of its requirements from outside 
sources.  Excess capacity from the Honduran facility will be marketed to 
other users of hardwood flooring.

<PAGE>

     Supreme provides limited warranties against construction defects in its 
products.  These warranties generally provide for the replacement or repair 
of defective parts or workmanship for five years following the date of 
retail sale.  

     Supreme does not purchase truck chassis for inventory.  Supreme accepts 
shipment of truck chassis owned by dealers or end-users, for the purpose of 
installing and/or manufacturing its specialized truck bodies on such chassis.  
In the event of a labor disruption or other uncontrollable event adversely
affecting the limited number of companies which manufacture and/or deliver 
such truck chassis, Supreme's level of manufacturing could be substantially 
reduced.  Approximately 20% of the chassis involved in Supreme's 
manufacturing have been secured through bailment or consignment agreements 
with three major chassis manufacturers that provide for truck chassis pools
at each of Supreme's manufacturing facilities.  


Raw Materials
     Supreme does not have any long-term raw material contracts and is 
dependent upon suppliers of lumber, fiberglass, aluminum and steel for its 
manufacturing.  However, there are several readily available sources for 
these raw materials.  In addition, as discussed above, Supreme has 
established a captive hardwood flooring manufacturing facility in Honduras 
to provide a dependable source of supply at favorable costs.  From time to 
time, Supreme's operations may be affected by labor disruptions experienced 
by its raw material suppliers.


Marketing
     Supreme normally sells the truck body and/or equipment that has been 
installed on the truck chassis to either truck equipment distributors, truck 
dealers or directly to end-users.  Truck bodies purchased by a truck dealer 
from Supreme are sold by the dealer to its own customers.  Since Supreme or 
its distributors (and not the truck dealers) generally service all Supreme 
products sold by the truck dealers, each truck dealer is normally located 
within relatively close geographic proximity to Supreme or the distributor 
supplying such dealer.

     Supreme's distributor/dealer network consists of approximately 40 bus 
distributors, 85 truck equipment distributors and 500 truck dealers.  
Management believes that this large distributor/dealer network, coupled with 
Supreme's geographically-dispersed plant sites, gives Supreme a distinct 
marketing advantage over its competitors.  Supreme generally delivers its 
products within 3 to 6 weeks after the receipt of orders.

     Approximately 60 employees are engaged in direct sales.  Supreme engages 
in direct advertising in trade publications, trade shows and cooperative 
advertising campaigns with distributors.

<PAGE>

Competition
     Specialized truck bodies are produced by many companies, most of which 
compete on a regional basis.  Management believes that Supreme enjoys a 
competitive advantage based upon its established distributor/dealer network 
and six production facilities and seven distribution centers.  Truck chassis
manufacturers have not generally shown an interest in manufacturing truck 
bodies because such manufacturers' highly-automated assembly line operations 
do not lend themselves to the efficient production of a wide variety of 
highly specialized and different  truck bodies and equipment.


Trademarks
     The Company owns and maintains trademarks that are used in marketing 
specialized products manufactured by Supreme.  Management believes that these 
trademarks have significant customer goodwill.


Working Capital
     The Company utilizes its credit facilities to finance its accounts 
receivable and purchase inventories.  Pursuant to agreements with the holders 
of certain long-term indebtedness, the Company is required to maintain a 
minimum working capital of not less than $8 million and a working capital 
ratio of at least 1.5 to 1.0.


Major Customers
     No single customer or group of customers under common control accounted 
for 10% or more of the Company's revenues for each of the three years in the 
period ended December 31, 1996.  The Company's export sales are not 
significant.


Environment Regulation
     The Company's manufacturing operations are subject to federal, state, 
and local statutes and regulations relating to the protection of the 
environment, work site safety standards, and product size and weight 
limitations.  Such regulations increase the Company's cost of doing business.  
Because other companies are subject to similar regulations, such regulations 
are not believed to have an adverse effect on the Company's competitive 
position.


Employees
     As of December 31, 1996, the Company employed approximately 1,480 
employees, none of whom are represented by a collective bargaining unit.  
The Company considers its relations with its employees to be satisfactory.

<PAGE>

Other Matters 
     The Company's backlog of firm orders was $27.6 million at 
December 31, 1996 compared to $22.5 million at December 31, 1995. 


Executive Officers of the Registrant 
     The name, age, business background, position held with the Registrant 
and tenure of each of the Registrant's executive officers are set forth 
below.  No family relationship exists among any of the executive officers.

                                             Served as
                                             Executive      Positions With
Name, Age, and Business Experience         Officer Since       Company

Herbert M. Gardner, 57                         1979         Chairman of the
Senior Vice President of Janney Montgomery                  Board, President
Scott Inc., investment bankers, since 1978; 
Chairman of the Board of the Company since 
1979; Shelter Components Corporation, 
Director, a supplier to the manufactured 
housing and recreational vehicle 
industries; Nu Horizons Electronics 
Corporation, Director, an electronic 
component distributor; Transmedia Network, 
Inc., Director, a company that markets a 
charge card offering savings to the 
company's card members at participating 
restaurants and also provides savings on 
the purchase of certain other products and 
services; Hirsch International Corporation, 
Director, importer of computerized embroidery 
machines, supplies, and developer of embroidery
machine application software and provider of 
other value-added services to the embroidery 
industry; TGC Industries, Inc., Director, a 
company engaged in the geophysical services
industry; Chase Packaging Corporation, 
Director, a specialty agriculture packaging 
products company; The Western Systems 
Corporation, Director, a company seeking to
redeploy its cash assets through suitable 
investments and business combinations.

<PAGE>

                                              Served as
                                              Executive     Positions With
Name, Age, and Business Experience          Officer Since      Company

Omer G. Kropf, 55                               1984        Executive Vice
Executive Vice President of the Company                     President
since August 1985; President and Chief 
Executive Officer of Supreme Corporation, 
a subsidiary of the Company, since 
January 19, 1984; President of a specialized 
truck body manufacturing company from 1974 
through 1983, the predecessor of Supreme 
Corporation. 	

William J. Barrett, 57                          1979        Secretary and
Senior Vice President of Janney Montgomery                  Assistant 
Scott Inc., investment bankers, since 1966;                 Treasurer
Secretary and Assistant Treasurer of the 
Company and a Director since 1979; Esmor 
Correctional Services, Inc., Director, 
private management and operation of secure 
and non-secure corrections and detention 
facilities for federal, state and local 
corrections agencies; Frederick's of 
Hollywood, Inc., Director, an apparel 
marketing company; Shelter Components 
Corporation, Director, a supplier to the 
manufactured housing and recreational 
vehicle industries; TGC Industries, Inc., 
Director, a company engaged in the 
geophysical services industry; Chase 
Packaging Corporation, Director, a 
specialty agriculture packaging products 
company; The Western Systems Corporation, 
Director, a company seeking to redeploy 
its cash assets through suitable investments 
and business combinations.

Robert W. Wilson, 52                            1990        Executive Vice
Treasurer, Executive Vice President, and                    President, 
Chief Financial Officer of the Company since                Treasurer and
December 1992; Vice President of Finance of                 Chief Financial
Supreme Corporation since 1988; Senior Auditor              Officer
Price Waterhouse LLP, 1969 through 1973; 
Controller Riblet Products Inc., 1973 through 
1979; and Vice President Riblet Products Inc., 
1979 through 1988. 	

<PAGE>

ITEM 2.  PROPERTIES.
     Supreme has manufacturing operations located in Goshen, Indiana; 
Griffin, Georgia; Cleburne, Texas; Moreno Valley, California; Jonestown, 
Pennsylvania and Wilson, North Carolina.  These manufacturing facilities 
aggregate approximately 899,000 square feet of buildings, of which 
approximately 474,000 square feet are owned by Supreme and approximately 
425,000 square feet are leased.  Supreme has distribution facilities located 
in Woonsocket, Rhode Island; Apopka, Florida; Louisville, Kentucky; 
St. Louis, Missouri; Denver, Colorado; and Houston and San Antonio, Texas.  
These distribution facilities aggregate approximately 70,000 square feet of 
which approximately 42,000 square feet are owned and 28,000 square feet are 
leased.  Supreme has supply facilities located in Goshen and Ligonier, 
Indiana and La Ceiba, Honduras.  These supply facilities aggregate 
approximately 112,000 square feet of which approximately 76,000 square feet 
are owned and 36,000 square feet are leased.

     Of the leased properties, approximately 280,000 square feet of buildings 
and approximately 63 acres of land located in Goshen, Indiana and Griffin, 
Georgia are leased from a limited partnership controlled by certain members 
of the Company's Board of Directors.  In addition, a 100,000 square foot 
parking lot is leased from one of the Company's Executive Vice Presidents, 
and a former owner of Supreme's predecessor.  Such board members and 
Executive Vice President are herein referred to as the "Affiliated Lessors."

     The Company's leases with the Affiliated Lessors (other than the lease 
covering the parking lot) will continue through July 25, 2000.  Supreme has 
the right to renew the leases (except the lease covering the parking lot) for 
one additional five-year period through July 25, 2005.

     Supreme has an option to purchase all of the properties (excluding the 
parking lot) leased to Supreme by the Affiliated Lessors  any time during the 
lease period or renewal period.  The purchase price will be equal to the 
higher of: (a) $2,765,000; or (b) $2,765,000 times the figure obtained as a 
result of dividing (i) the Consumer Price Index for the month preceding the 
month during which the option is exercised, by (ii) the Consumer Price Index 
for June 1988.

     Supreme Mid-Atlantic began operating in a refurbished manufacturing 
facility in June 1990. A 22,500 square foot addition to Supreme Mid-Atlantic 
was completed in December 1992.  During 1994, Supreme purchased a 22,500 
square foot manufacturing plant adjacent to its Cleburne, Texas plant as well 
as constructing a 14,000 square foot addition to its existing plant.  Also in 
1992, the Company purchased 36,760 square feet of manufacturing space in 
Jonestown, Pennsylvania and a 48,000 square foot fiberglass parts 
manufacturing facility in Goshen, Indiana that was previously leased.  The 
Company leases approximately 90,000 square feet of manufacturing space in 
Wilson, North Carolina.

     Supreme purchased a 100,000 square foot manufacturing facility in 
Moreno Valley, California in April 1996.  This facility replaced a 75,000 
square foot facility leased in nearby Riverside, California.

     The Company has constructed a facility in Ligonier, Indiana which will 
greatly expand its ability to produce Fiberglass Reinforced Panels.  The 
facility is scheduled to begin operation in the first quarter of 1997.  
Initially it will produce for the Company's internal needs, but it is 
anticipated that sufficient capacity will be available to allow the Company 
to market to other users of FRP panels in the trucking and construction 
industries.

<PAGE>

     The Company has also constructed a facility in La Ceiba, Honduras which 
provides the Company with a reliable, cost efficient source of hardwood 
flooring used in its truck bodies.  It is projected that production capacity 
will allow the Company to market to other users of hardwood flooring.


ITEM 3.  LEGAL PROCEEDINGS.
     The Company is subject to various investigations, claims and legal 
proceedings covering a wide range of matters that arise in the ordinary 
course of its business activities.  Each of these matters is subject to 
various uncertainties, and it is possible that some of these matters may be 
resolved unfavorably to the Company.  The Company has established accruals 
for matters that are probable and reasonably estimable.  Management believes 
that any liability that may ultimately result from the resolution of these 
matters in excess of accruals and or amounts provided by insurance coverage 
will not have a material adverse effect on the consolidated financial 
position or results of operation of the Company.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
     No matters were submitted by the Company to a vote of the Company's 
security holders, through the solicitation of proxies or otherwise, during 
the fourth quarter of the year ended December 31, 1996.

<PAGE>

                             PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED 
         STOCKHOLDER MATTERS.

     The Company's Class A Common Stock is traded on the American Stock 
Exchange (ticker symbol  STS).  The number of record holders of the Class A 
Common Stock as of February 28, 1997 was approximately 452.  Due to the 
number of shares held in nominee or street name, it is likely that there are 
more than 452 beneficial owners of the Company's Class A Common Stock.

     The Company's Class A Common Stock closed at $7.00 on the American 
Stock Exchange on February 28, 1997 on which date there were 7,980,535 shares 
of Class A Common Stock outstanding.  High and low closing prices of the 
Class A Common Stock for the two year period ended December 31, 1996 were:

                               1996                 1995
                          High      Low        High       Low
           1st Quarter   9 3/16    6 7/8      5 13/16   4 13/16
           2nd Quarter   8 1/2     6 13/16    8 1/8     5 7/16
           3rd Quarter   7 15/16   6 1/16     9         7 7/8
           4th Quarter   6 5/8     4 15/16    8 9/16    6 1/2

     All of the 1,402,975 outstanding shares of the Company's Class B Common 
Stock were held by a total of 14 persons as of February 28, 1997  There is no 
established trading market for the Class B Common Stock.  Class B Common 
Stock is freely convertible on a one-for-one basis into an equal number of 
shares of Class A Common Stock and ownership of the Class B shares is deemed 
to be beneficial ownership of the Class A shares under Rule 13d-3(d) (1) 
promulgated under the Securities Exchange Act of 1934.

<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA. 	 	 	 	 		 	 		 	 		 	 		 	 
                                        For the Years Ended December 31,
Consolidated Income Statement 
Data:  (in millions, except per 
share amounts)
                                     1996     1995     1994     1993   1992
Net revenue                        $ 159.9  $ 164.5  $ 137.3  $ 114.4 $ 84.0

Income from continuing operations      5.1      7.2      5.5      4.3    2.1
Loss from discontinued operation(1)      -        -        -        -   (2.1)

Net income                         $   5.1   $  7.2   $  5.5  $   4.3 $  0.0

Net income (loss) per share:(2)  	 	 				 			 	 		 	 		 	 
  Primary earnings per share: 
      Continuing operations        $   .55   $  .84   $  .67  $   .56  $ .40
      Discontinued operation(1)          -        -        -        -   (.39)

      Net income                   $   .55   $  .84   $  .67  $   .56  $ .01

  Fully diluted earnings per 
  share: 
    Continuing operations          $   .54   $  .80   $  .64  $   .51  $ .30

Consolidated Balance Sheet Data:                 
  (in millions) 	

Working capital                    $  23.4   $ 23.1   $ 20.0  $  13.9  $ 9.7

Total assets                          68.8     62.4     57.6     45.5   34.8

Long-term debt (excluding current 	 	 		 												
  maturities)                         16.1     18.0     19.7     13.6   13.8

Stockholders' equity                  35.8     28.8     20.0     14.0    6.6

(1)   Loss from discontinued operations represents the operations of 
      Contempri Homes, Inc., which was accounted for as a discontinued 
      operation and spun-off effective December 31, 1992.

(2)   All per share amounts have been restated for the 10% common stock 
      dividend paid on December 22, 1995.

<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
         RESULTS OF OPERATIONS.
Comparison of 1996 with 1995
     Revenues for 1996 declined 2.8% to $159.9 million from $164.5 million 
recorded in 1995.  The largest decreases occurred at the Company's Goshen 
manufacturing facilities where truck equipment products declined $4.5 million 
and shuttle buses declined $3.4 million.  The truck equipment decrease was 
primarily due to less overall industry-wide demand as the Company believes it
maintained or increased market share.  The Company's shuttle bus business was 
unfavorably affected by delays and reductions in orders from municipal 
customers.  The Company's Northeastern and Southwestern markets were also off 
slightly when compared to 1995.  The Company's Southeastern and Western 
markets recorded increases of approximately 12% and 11% respectively, which 
partially offset the decreases experienced elsewhere.

     The Company's gross profit percentage declined 1.1% in 1996 to 16.1% 
from 17.2% in 1995.  The Company's raw material costs held constant over the 
year and improved slightly, as a percentage of revenues, from 1995 as two 
price increases implemented during 1995 were in effect for all of 1996.  
Offsetting the improvement in material costs were increases in both direct 
labor and overhead costs.  Contributing to these increases were costs 
associated with the numerous projects the Company has undertaken during 1996.  
Dual rents and the cost of moving to a new manufacturing facility in 
California increased both labor and overhead.  Labor and overhead were 
incurred in the start-up of three new distribution facilities in Louisville, 
St. Louis and Denver.  Also affecting labor and overhead were the development
costs associated with the two new product lines, Pro Fleet Conversions and 
Freedom One (trademark) paratransit vans.  In addition, there were 
preoperating and start-up costs incurred at both the Fiberglass Reinforced 
Panel (FRP) manufacturing facility and the Honduran hardwood flooring plant 
while revenues from these facilities won't commence until 1997.

     Selling, general and administrative expenses were $15.4 million or 9.7% 
of revenue compared with $14.3 million or 8.7% of revenue in 1995.  The 
increase in selling expense of $886,000 can be attributed to additional sales 
staff at the new distribution facilities and also associated with the 
Company's new product lines.  Costs associated with the development of 
literature for the new product lines also contributed to the increase.  
Administrative costs increased $292,000 primarily due to the addition of the 
new distribution and manufacturing facilities as well as the new product 
lines.

     Interest expense declined $250,000 to $1,531,000 in 1996 from $1,781,000 
in 1995.  Causing the decline was the conversion of the Series B convertible 
debt to Class A Common Stock as well as overall lower outstanding borrowings 
during the period.  The Company used floating rate industrial revenue bonds 
to finance its California facility.  The rate at December 31, 1996 was 4.15%.

     The Company's effective income tax rate of 41.9% in 1996 was comparable 
to the 40.6% rate in 1995.  The slight increase is attributed to the net 
operating loss of the Company's wholly owned subsidiary in Honduras, for 
which there is no tax benefit since the Honduran subsidiary is operating in 
a government free zone.

<PAGE>

Comparison of 1995 with 1994
     Revenues for 1995 increased 19.7% to $164.5 million from the $137.3 
million recorded in 1994.   Each of the Company's six manufacturing 
facilities achieved double digit growth.  Total unit shipments were up 
approximately 8% with the balance of the increased revenues resulting from 
changes in product mix and selective price increases.  Revenue at Supreme's 
StarTrans (trademark) line of shuttle buses also increased significantly 
during 1995.  This product is sold through our extensive distributor network
to end users that represent essentially non-cyclical markets.  

     The Company's gross profit percentage in 1995 improved to 17.2%, 
compared with 16.8% in 1994.  The improvement can be attributed to direct 
labor efficiencies on larger production runs during the year and to the fixed 
nature of certain components of the overhead pool that do not rise when 
revenues increase.  Offsetting these improvements were increases in the cost 
of the Company's basic raw materials.  The Company implemented two price 
increases during the year in both its truck body and bus product lines to 
mitigate the effect of raw material cost increases.  However, based on 
production cycles, benefits from the selling price increases were delayed an
average 8 to 12 weeks from the announcement while the higher raw material 
costs were more immediate in their impact on cost of goods sold.

     Selling, general and administrative expenses were $14.3 million or 8.7% 
of revenue in 1995, compared with $12.1 million or 8.8% of revenue in 1994.  
Selling expenses increased $1.0 million during the year, but as a percentage 
of revenues remained constant at 3.8%. Many categories within the selling 
classification, e.g. literature, promotions, travel and entertainment, and 
commissions, were approximately the same percentage of revenue in each 
period.

     Administrative expenses increased $1.1 million but declined to 4.8% of 
revenues from 5.0% in 1994.  The decline can be attributed to those items 
that do not correlate directly with revenues.

     Interest expense increased to $1.8 million in 1995 from $1.6 million in 
1994.  It declined as a percentage of revenues to 1.1% in the current year 
compared to 1.2% in 1994.  The rise in interest expense can be directly 
correlated to the higher levels of inventories and accounts receivable 
financed by borrowings required to support the 19.7% revenue increase.

     The Company's effective income tax rate of 40.6% in 1995 was comparable 
to the 41.4% rate in 1994.


Liquidity and Capital Resources
     Cash flows from operations, funding available under the Company's 
revolving credit agreement and the proceeds from the California industrial 
revenue bonds were adequate to finance operations and provide for capital 
expenditures during 1996.  Cash flows from operating activities were $7.5 
million for the year ended December 31, 1996 compared to $6.1 million and 
$.2 million for the years ended December 31, 1995 and 1994, respectively.  
For each of the three years, net income, adjusted by certain noncash items 
such as depreciation, was the most significant factor in generating operating 
cash flows.  In all three years, the Company has used operating cash to 
finance increased inventory levels.  The increase in inventories in 1995 and 
1994 reflected the higher revenues experienced in those years while the 
increase in 1996 is due to higher revenues as compared to the same period of 
1995 as well as the need to carry chassis in inventory to support the 
Company's two new product lines, Freedom One (trademark) and Pro Fleet 
Conversions.  In 1996, this increase in inventories was offset by an increase 
in trade accounts payable and other current liabilities, while in 1995 and 
1994 the Company had used operating cash to reduce these liabilities.

<PAGE>

     The largest investing activity during 1996 was the $3.2 million 
acquisition of the California plant, consisting of 19 acres of land and a 
100,000 square foot manufacturing facility.  Other major capital expenditures 
during 1996 were the patented Fiberglass Reinforced Panel ("FRP") machine, 
the Honduran hardwood flooring plant and the purchase of land and 
construction of a new distribution facility to service the Louisville - 
Cincinnati area.  The distribution and hardwood flooring facilities are 
complete while the FRP facility is substantially complete.  During 1995, 
investing activities included capital expenditures associated with the FRP 
machine, the hardwood flooring facility and a distribution facility in 
Rhode Island, while 1994 included the acquisition of Murphy Body Company for 
$1.1 million and capital expenditures of $7.0 million which included a 
fiberglass parts manufacturing facility for $959,000, additions to the 
Jonestown, Pennsylvania and Cleburne, Texas plants aggregating $1,150,000 and 
$695,000 respectively, and the purchase of Houston and San Antonio 
distribution facilities for $373,000 and $354,000 respectively. 

     The major financing activities providing cash flows during 1996 were a 
$3.2 million floating rate industrial revenue bond for the acquisition of the 
California plant and borrowings under the Company's revolving line of credit.  
During 1995 and 1994, financing activities providing cash flows were 
primarily the revolving line of credit and real estate mortgages on specific
acquisitions.  The Company has a $14.0 million revolving line of credit that 
increases to $20.0 million for the period February 1 through June 30 of each 
year.  The increase during the February through June period is necessary to 
finance working capital needs in preparation for substantial fleet orders 
that have stringent delivery requirements over a relatively short period of 
time.  To meet these requirements, the Company must build finished product in 
advance of its scheduled delivery date so that it is available when required.

     The Company realized proceeds of $.9 million from the exercise of 
warrants and stock options during the year.  During 1996, 278,702 of the 
Company's 1993 Callable Warrants were exercised for cash, 2,141,705 were 
exchanged for Class A Common Stock (on a 5 warrants for 1 Class A Common 
Share basis) and 60,355 warrants expired.  In addition, the 8.6% convertible 
Series B notes outstanding at December 31, 1995 were converted into 263,262 
shares of Class A Common Stock on May 21, 1996.  At December 31, 1996, the 
Company has no outstanding warrants or convertible debt.

     The Company anticipates that available funds, together with anticipated 
cash flows generated from future operations and amounts available under its 
revolving line of credit will be sufficient to meet the Company's cash needs 
during 1997.

<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
     The financial statements required to be filed pursuant to this Item 8 
are included elsewhere in this Form 10-K.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
         ON ACCOUNTING AND FINANCIAL DISCLOSURE.
     Not applicable.


                                 PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
     (a)  Directors - Certain information required by Item 10 of Form 10-K 
is hereby incorporated by reference from the Company's definitive proxy 
statement, which will be filed pursuant to Regulation 14A within 120 days 
after the Company's year end for the year covered by this report, under the 
caption "Election of Directors" of the proxy statement.

     (b)  Executive Officers - See "Executive Officers of the Registrant" 
in Item 1 of  Part I of this form 10-K.


ITEM 11.  EXECUTIVE COMPENSATION.
     The information required by Item 11 of Form 10-K is hereby incorporated 
by reference from the Company's definitive proxy statement, which will be 
filed pursuant to Regulation 14A within 120 days after the Company's year end 
for the year covered by this report, under the caption "Executive 
Compensation" of the proxy statement.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
     The information required by Item 12 of Form 10-K is hereby incorporated 
by reference from the Company's definitive proxy statement, which will be 
filed pursuant to Regulation 14A within 120 days after the Company's year end 
for the year covered by this report, under the caption "Security Ownership of 
Certain Beneficial Owners and Management" of the proxy statement.

<PAGE>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
     The information required by Item 13 of Form 10-K is hereby incorporated 
by reference from the Company's definitive proxy statement, which will be 
filed pursuant to Regulation 14A within 120 days after the Company's year end 
for the year covered by this report, under the caption "Transactions with 
Management" of the proxy statement.


                                 PART IV
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

                                                          Form 10-K
     a.  Documents filed as part of this report:             Page
         1.  Financial Statements

             Report of Independent Accountants                A-1

             Consolidated Balance Sheets as of
             December 31, 1996 and 1995                       A-2

             Consolidated Statements of Income for 
             the years ended December 31, 1996, 
             1995 and 1994                                    A-3

             Consolidated Statements of Stockholders' 
             Equity for the years ended December 31, 
             1996, 1995 and 1994                              A-4

             Consolidated Statements of Cash Flows for 
             the years ended December 31, 1996, 1995 
             and 1994                                         A-5

             Notes to the Consolidated Financial 
             Statements                                       A-6
                                                          through A-16

         2.  Financial Statement Schedule:

             Report of Independent Accountants on 
             Financial Statement Schedule                     S-1

             Schedule II - Valuation and Qualifying 
             Accounts                                         S-2

     Schedules other than those listed above are omitted because they are 
not required or the information is included in the Notes to the Consolidated 
Financial Statements.

<PAGE>

         3.  Exhibits:
             See Index to Exhibits

     b.  Reports on Form 8-K 	

No report on Form 8-K was filed during the three month period ended 
December 31, 1996. 	 	 

<PAGE>

                    REPORT OF INDEPENDENT ACCOUNTANTS



To the Stockholders and Board of Directors of
 Supreme Industries, Inc.:

We have audited the accompanying consolidated balance sheets of Supreme 
Industries, Inc. and subsidiaries as of December 31, 1996 and 1995, and the 
related consolidated statements of income, stockholders' equity and cash 
flows for each of the three years in the period ended December 31, 1996. 
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 audits.

We conducted our audits 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, the financial statements referred to above present fairly, 
in all material respects, the consolidated financial position of Supreme 
Industries, Inc. and subsidiaries as of December 31, 1996 and 1995, and the 
consolidated results of their operations and their cash flows for each of the 
three years in the period ended December 31, 1996, in conformity with 
generally accepted accounting principles.



                                               COOPERS & LYBRAND L.L.P.


South Bend, Indiana		
January 24, 1997



                                   A-1

<PAGE>

Supreme Industries, Inc. And Subsidiaries

Consolidated Balance Sheets
as of December 31, 1996 and 1995

                ASSETS
                                               1996             1995
Current assets:
  Cash and cash equivalents              $    220,678     $    106,740
  Accounts receivable, net of 
    allowance for doubtful 
    accounts of $430,000 in 
    1996 and 1995                          16,556,258       16,336,446
  Inventories                              21,208,707       20,144,271
  Deferred income taxes                     1,043,066          910,918
  Other current assets                        423,237          448,665

        Total current assets               39,451,946       37,947,040

Property, plant and equipment, net         26,429,637       21,454,511

Intangible assets, net                      1,908,694        2,112,004

Other assets                                1,038,747          913,107

        Total assets                     $ 68,829,024     $ 62,426,662

LIABILITIES AND STOCKHOLDERS' EQUITY 

Current liabilities:
  Current maturities of long-term debt   $  2,355,955     $  2,609,815
  Trade accounts payable                    6,778,942        6,343,766
  Accrued wages and benefits                3,353,291        3,456,139
  Accrued income taxes                        959,240          138,682
  Other accrued liabilities                 2,561,024        2,259,740

        Total current liabilities          16,008,452       14,808,142

Long-term debt                             16,108,780       18,031,553

Deferred income taxes                         890,234          784,086

        Total liabilities                  33,007,466       33,623,781

Commitments and contingencies (Note I)

Stockholders' equity:
  Preferred Stock, $1 par value; 
    authorized 1,000,000 shares,
    none issued 	 	 	 	 	 	 	 	           
  Class A Common Stock, $.10 par value; 
    authorized 20,000,000 shares, 
    issued 8,012,767 shares in 1996 
    and 6,738,610 shares in 1995              801,277          673,861
  Class B Common Stock, convertible 
    into Class A Common Stock on a 
    one-for-one basis, $.10 par value; 
    authorized 5,000,000 shares, issued 
    1,402,975 shares in 1996 and 
    1,801,663 shares in 1995                  140,297          180,166
  Additional paid-in capital               23,901,587       18,911,421
  Retained earnings                        11,228,933        9,193,919
  Treasury stock, Class A Common Stock, 
    at cost, 32,232 shares in 1996 and 
    15,132 shares in 1995                    (250,536)        (156,486)

        Total stockholders' equity         35,821,558       28,802,881

        Total liabilities and 
          stockholders' equity           $ 68,829,024     $ 62,426,662

The accompanying notes are a part of the consolidated financial statements.

                                    A-2

<PAGE>

Supreme Industries, Inc. And Subsidiaries

Consolidated Statements Of Income
for the years ended December 31, 1996, 1995 and 1994

                                   1996            1995            1994
  Revenue: 
    Net sales                 $ 159,214,622   $ 163,449,175   $ 136,545,869
    Other income                    661,486       1,001,804         803,757

                                159,876,108     164,450,979     137,349,626

  Costs and expenses: 
    Cost of sales               134,153,108     136,224,658     114,233,435
    Selling, general and
      administrative             15,434,432      14,255,971      12,146,018
    Interest                      1,530,624       1,781,350       1,632,590

                                151,118,164     152,261,979     128,012,043

        Income before income 
          taxes                   8,757,944      12,189,000       9,337,583

  Income taxes                    3,671,000       4,949,000       3,865,000

        Net income            $   5,086,944   $   7,240,000   $   5,472,583

  Earnings per share:  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
    Primary                            $.55            $.84            $.67

    Fully diluted                      $.54            $.80            $.64

  Weighted-average number of 
    shares of common stock 
    and common stock 
    equivalents:
      Primary                     9,308,897       8,594,104       8,143,373
      Fully diluted               9,411,206       9,261,114       8,755,544

The accompanying notes are a part of the consolidated financial statements.

                                    A-3

<PAGE>

Supreme Industries, Inc. And Subsidiaries

Consolidated Statements Of Stockholders' Equity
for the years ended December 31, 1996, 1995 and 1994

<TABLE>
<S>                         <C>           <C>      <C>         <C>         <C>            <C>          <C>         <C>
                             Class A Common Stock   Class B Common Stock    Additional      Retained    Treasury
                              Shares      Amount     Shares      Amount   Paid-In-Capital   Earnings      Stock         Total
Balance, January 1, 1994    5,468,980   $ 546,898  1,751,196   $ 175,119    $ 9,203,188   $ 4,267,569  $ (156,486)  $ 14,036,288

  Net income                     -           -          -           -              -        5,472,583        -         5,472,583
  Conversion of 36,046 
    shares of Class B 
    Common Stock to Class   
    A Common Stock             36,046       3,604    (36,046)     (3,604)          -             -           -              -  
  Exercise of stock options    12,001       1,201       -           -            11,133          -           -            12,334
  Exercise of warrants and 
    related activity          197,959      19,796       -           -         1,739,223    (1,285,081)       -           473,938

Balance, December 31, 1994  5,714,986     571,499  1,715,150     171,515     10,953,544     8,455,071    (156,486)    19,995,143

  Net income                     -           -          -           -              -        7,240,000        -         7,240,000
  Conversion of 77,268 
    shares of Class B 
    Common Stock to Class 
    A Common Stock             77,268       7,727    (77,268)     (7,727)          -             -           -              -   
  Conversion of $1,500,000 
    face amount of 8.6%
    convertible Series B 
    notes                     316,455      31,645       -           -         1,468,355          -           -         1,500,000
  Exercise of stock options    17,400       1,740       -           -            65,998          -           -            67,738
  10% Common Stock dividend   612,501      61,250    163,781      16,378      6,423,524    (6,501,152)       -              -    

Balance, December 31, 1995  6,738,610     673,861  1,801,663     180,166     18,911,421     9,193,919    (156,486)    28,802,881

  Net income                     -           -          -           -              -        5,086,944        -         5,086,944
  Conversion of 398,688 
    shares of Class B  
    Common Stock to Class 
    A Common Stock            398,688      39,869   (398,688)    (39,869)          -             -           -              -    
  Conversion of $1,134,428 
    face amount of 8.6% 
    convertible Series B 
    notes                     263,262      26,326       -           -         1,108,102          -           -         1,134,428
  Exercise of stock options    30,580       3,058       -           -            52,307          -           -            55,365   
  Exercise and exchange of 
    warrants                  581,627      58,163       -           -         3,829,757    (3,051,930)       -           835,990    
  Acquisition of 17,100 
    shares of treasury stock     -           -          -           -              -             -        (94,050)       (94,050)

Balance, December 31, 1996  8,012,767   $ 801,277  1,402,975   $ 140,297   $ 23,901,587  $ 11,228,933  $ (250,536)  $ 35,821,558
</TABLE>

The accompanying notes are a part of the consolidated financial statements.

                               A-4

<PAGE>

Supreme Industries, Inc. And Subsidiaries

Consolidated Statements Of Cash Flows
for the years ended December 31, 1996, 1995 and 1994

                                           1996         1995         1994
Cash flows from operating activities:
  Net income                           $ 5,086,944  $ 7,240,000  $ 5,472,583
  Adjustments to reconcile net income 
    to net cash provided by operating 
    activities:                        
      Depreciation and amortization      1,963,497    1,772,421    1,497,689
      Amortization of intangibles          203,310      203,310      203,310
      Provision for losses on doubtful 
        receivables                        184,273      317,885      446,550
      Deferred income taxes                (26,000)      45,000     (110,000)
      Gain on sale of property, plant 
        and equipment                      (11,403)     (20,852)     (38,303)
      Changes in operating assets and 
        liabilities, excluding effects 
        of acquisitions in 1996 and 
        1994:
          Accounts receivable             (404,085)    (996,010)  (2,809,345)
          Inventories                     (943,429)    (428,751)  (2,660,372)
          Other current assets              41,246     (220,504)       5,322
          Trade accounts payable           435,176   (1,057,732)  (2,840,852)
          Other current liabilities      1,018,994     (757,034)   1,071,679

             Net cash provided by 
               operating activities      7,548,523    6,097,733      238,261

Cash flows from investing activities: 
  Acquisitions of businesses              (221,725)        -      (1,142,102)
  Additions to property, plant and 
    equipment                           (6,874,667)  (5,849,425)  (6,992,143)
  Proceeds from sale of property, 
    plant and equipment                     32,347      108,811       86,284
  Increase in other assets                (125,640)     (38,107)        -

             Net cash (used in) 
               investing activities     (7,189,685)  (5,778,721)  (8,047,961)

Cash flows from financing activities:
  Proceeds from revolving line of 
    credit and other long-term debt     69,494,785   68,634,487   75,083,334
  Repayments of revolving line of 
    credit and other long-term debt    (70,536,990) (69,188,217) (68,128,525)
  Proceeds from exercise of stock
    options and warrants                   891,355       67,738      486,272
  Acquisition of treasury stock            (94,050)        -            -

             Net cash provided by 
               (used in) financing 
               activities                 (244,900)    (485,992)   7,441,081

Increase (decrease) in cash and cash 
  equivalents                              113,938     (166,980)    (368,619)

Cash and cash equivalents, beginning 
  of year                                  106,740      273,720      642,339

Cash and cash equivalents, end of 
  year                                $    220,678  $   106,740  $   273,720

Supplemental disclosures of cash 
  flow information: 
    Cash paid during the year for: 
      Interest, net of capitalized 
        interest in 1996 and 1995     $  1,517,102  $ 1,777,487   $ 1,524,166
      Income taxes                       2,876,442    5,577,560     4,105,652

Noncash investing and financing 
  activities: 	 	 	 	 	 	 	 	 	 	
  Liabilities assumed in acquisition 
    of a business                             -            -          937,842
  Conversion of convertible notes to 
    shares of Class A Common Stock       1,134,428    1,500,000          -
  Conversion of Class B Common Stock 
    to Class A Common Stock                 39,869        7,727         3,604
  Exchange of warrants for Class A 
    Common Stock                           428,340         -          389,617
  Exchange of Class A Common Stock 
    upon exercise of warrants                 -            -        1,154,580
  10% Common Stock dividend                   -       6,501,152          -

The accompanying notes are a part of the consolidated financial statements.

                                     A-5 

<PAGE>

Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statements, Continued

A.  NATURE OF OPERATIONS AND ACCOUNTING POLICIES.

    Supreme Industries, Inc. and its subsidiaries (collectively the 
    "Company") manufacture specialized truck bodies that are mounted on new 
    truck chassis produced by others.  The Company's truck body products 
    include cut-away and dry freight van bodies, refrigerated units and 
    stake bodies.  The Company also manufactures shuttle buses and trailers.  
    At December 31, 1996, the Company has 15 manufacturing, distribution and 
    supply facilities in the United States and during 1996 completed 
    construction of a captive hardwood flooring supply facility in Honduras.  
    The Company's customers are located principally in the United States.

    The following is a summary of the significant accounting policies used 
    in the preparation of the accompanying consolidated financial statements:

      Principles of Consolidation - The accompanying consolidated financial 
      statements include the accounts of Supreme Industries, Inc. and its 
      wholly owned subsidiaries.  All significant intercompany accounts and 
      transactions have been eliminated in consolidation.

      Revenue Recognition and Concentration of Credit Risk - The production 
      of specialized truck bodies and shuttle buses starts when an order is 
      received from the customer.  Revenue is recognized when the unit is 
      shipped to the customer.  Concentration of credit risk is limited due 
      to the large number of customers and their dispersion among many 
      different industries and geographic regions. The Company performs an 
      ongoing credit evaluation of its customers' financial condition, and 
      credit is extended to customers on an unsecured basis.  Future credit 
      losses are provided for currently through the allowance for doubtful 
      accounts and actual credit losses are charged to the allowance when 
      incurred.

      Earnings Per Share - Primary earnings per share is determined by 
      dividing net income by the weighted average number of shares of common 
      stock (both classes) and common stock equivalents, if dilutive, 
      outstanding during the year. Fully diluted earnings per share for 1995 
      and 1994 includes the impact of convertible debt (see Note D).

      Cash and Cash Equivalents - The Company considers all highly liquid 
      investments with original maturities of three months or less to be 
      cash equivalents.

      Fair Value of Financial Instruments - The carrying amounts of cash and 
      cash equivalents, accounts receivable and trade accounts payable 
      approximated fair value as of December 31, 1996 and 1995, because of 
      the relatively short maturities of these instruments.  The carrying 
      amount of senior long-term debt, including current maturities, 
      approximated fair value as of December 31, 1996 and 1995, based upon 
      terms and conditions available to the Company at those dates in 
      comparison to terms and conditions of the senior long-term debt.  The 
      Company's outstanding subordinated debt at December 31, 1995           
      (see Note D) was converted into the Company's Class A Common Stock 
      during the year ended December 31, 1996.  Based upon the market value 
      of the Class A Common Stock at December 31, 1995 and the conversion 
      ratio, the fair value of the subordinated debt approximated $2.2 
      million at December 31, 1995 compared to its carrying value of 
      $1,134,428.  

      Inventories - Inventories are stated at the lower of cost or market, 
      with cost determined using the first-in, first-out method.

                                    A-6

<PAGE>

Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statements, Continued

A.  NATURE OF OPERATIONS AND ACCOUNTING POLICIES, Continued.

    Property, Plant and Equipment - Property, plant and equipment are 
    recorded at cost. For financial reporting purposes, depreciation is 
    provided based on the straight-line method over the estimated useful 
    lives of the assets. Amortization of leasehold improvements, for 
    financial reporting purposes, is determined by the straight-line method 
    over the lesser of the useful life of the asset or term of the lease.

    Upon sale or other disposition of assets, the cost and related 
    accumulated depreciation and amortization are removed from the accounts 
    and any resulting gain or loss is reflected in operations.

    Expenditures for maintenance and repairs are charged to operations as 
    incurred. Maintenance and repair expenses were $1,972,189, $1,865,031 
    and $1,895,990 for the years ended December 31, 1996, 1995 and 1994, 
    respectively.  Betterments and major renewals are capitalized and 
    recorded in the appropriate asset accounts.

    Capitalized Interest - Interest costs capitalized during the 
    construction period of new buildings, machinery and equipment were 
    $199,000 and $200,000 for the years ended December 31, 1996 and 1995, 
    respectively (none in 1994).

    Intangible Assets - Intangible assets consist of  goodwill $3,379,031 
    and patents - $325,000, and are recorded at cost and shown net of 
    accumulated amortization.  Amortization of goodwill is provided using 
    the straight-line method over the estimated benefit period (16 to 25 
    years), and patents are amortized over seven years using the 
    straight-line method.  Accumulated amortization at December 31, 1996 
    and 1995 was $1,795,337 and $1,592,027, respectively.

    Warranty - Estimated warranty costs are provided at the time of sale and 
    are based upon historical experience and have averaged less than one 
    percent (1%) of net sales.

    Income Taxes - Deferred income taxes are determined using the liability 
    method.

    Use of Estimates in the Preparation of Financial Statements - The 
    preparation of 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 those 
    estimates.

    Stock-Based Compensation - The Company has adopted the disclosure only 
    provisions of Statement of Financial Accounting Standards No. 123, 
    "Accounting for Stock-Based Compensation" and, accordingly, accounts for 
    its stock option plan under the provisions of Accounting Principles 
    Board Opinion No. 25, "Accounting for Stock Issued to Employees."

                                    A-7

<PAGE>

Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statements, Continued

A.  NATURE OF OPERATIONS AND ACCOUNTING POLICIES, Concluded.

    Evaluation of Impairment of Long-Lived Assets - In accordance with 
    Statement of Financial Accounting Standards No. 121, "Accounting for 
    the Impairment of Long-Lived Assets and Long-Lived Assets to be 
    Disposed Of," the Company evaluates the carrying value of long-lived 
    assets whenever significant events or changes in circumstances indicate 
    the carrying value of these assets may be impaired.  The Company 
    evaluates potential impairment of long-lived assets by comparing the 
    carrying value of the assets to the expected net future cash inflows 
    resulting from use of the assets.  Management believes that no impairment
    of long-lived assets has occurred.


B.  INVENTORIES.

    Inventories consist of the following:
                                             1996            1995

            Raw materials               $ 12,076,089    $ 11,599,585
            Work-in-progress               3,138,668       3,113,990
            Finished goods                 5,993,950       5,430,696

                  Total                 $ 21,208,707    $ 20,144,271


C.  PROPERTY, PLANT AND EQUIPMENT.
    
    Property, plant and equipment 
      consists of the following:
                                             1996            1995

            Land and improvements       $  2,901,754    $  2,123,848
            Buildings and improvements    10,640,300       7,688,414
            Leasehold improvements         5,582,044       4,845,816
            Machinery and equipment       17,885,392      15,072,557
            Construction in progress       3,666,383       4,153,012

                                          40,675,873      33,883,647
              Less, Accumulated 
                depreciation and 
                amortization              14,246,236      12,429,136

                  Property, plant 
                    and equipment, 
                    net                 $ 26,429,637    $ 21,454,511

                                    A-8

<PAGE>

Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statement, Continued

D.  LONG-TERM DEBT.

    Long-term debt consists of the following:
                                                 1996            1995
         Senior Debt: 																								
           Revolving line of credit          $  9,104,791   $  11,872,822

           Term note                            2,333,325       3,333,333

           Obligations under industrial 
           development revenue bonds, 
           variable rates, with maturities 
           in August 2010 and April 2011,
           collateralized by specific real 
           estate                               3,901,122         766,667

           Real estate mortgages, variable 
           rate and fixed rates (7.25% to 
           9.50%), with various maturities 
           from September 1997 to June 2009     3,125,497       3,534,118

                                               18,464,735      19,506,940

         Subordinated Debt:
           8.6% convertible Series B notes           -          1,134,428

             Total debt                        18,464,735      20,641,368

               Less, Current maturities         2,355,955       2,609,815

             Long-term debt                  $ 16,108,780    $ 18,031,553

                                    A-9

<PAGE>

Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statements, Continued

D.  LONG-TERM DEBT, Concluded.

    The revolving line of credit, term note and a letter of credit facility 
    are part of a master credit agreement (the "Credit Agreement").  During 
    the year ended December 31, 1996, the Credit Agreement was amended to 
    increase availability from $12 million (subject to certain limitations 
    based on the borrowing base, as defined) to $14 million and increasing to 
    $20 million during the period each year from February 1 to and including
    June 30; to delete the borrowing base requirements; to extend the 
    maturity date of the revolving line of credit from April 30, 1997 to 
    April 30, 1999; and to provide that all borrowings under the Credit 
    Agreement are unsecured borrowings.  Interest on outstanding borrowings 
    under the revolving line of credit is based on the bank's prime rate or 
    certain basis points above the LIBOR rate depending on the pricing option 
    selected and the Company's leverage ratio, as defined.  The weighted 
    average interest rate on borrowings outstanding at December 31, 1996 and
    1995 was 7.2% and 7.7%, respectively.  The revolving line of credit also 
    requires a commitment fee ranging from 3/16% to 1% per annum depending 
    on the Company's leverage ratio and based upon the annualized average 
    unused portion.  All amounts outstanding under the revolving line of 
    credit will be due at maturity, April 30, 1999.  The term note provides 
    for monthly payments of $83,333 plus interest through April 1999. 
    Interest on the term note is based on a fixed rate of 6.4%.  The Credit
    Agreement makes letters of credit available up to $5 million.

    Outstanding letters of credit, which reduce availability under the 
    revolving line of credit, aggregated $1.7 million at December 31, 1996.  
    Under a separate agreement, the Company has an outstanding $3.2 million 
    irrevocable letter of credit in favor of the bond trustee as a credit 
    enhancement for bondholders of one of the industrial development revenue 
    bonds.

    The Credit Agreement contains, among other matters, certain restrictive 
    covenants including maintenance of a minimum consolidated tangible net 
    worth of $22 million plus 50% of cumulative net income of the Company, as 
    defined, after December 31, 1995 ($24,543,472 at December 31, 1996), 
    minimum consolidated working capital of $8 million, required financial
    ratios and restrictions on capital expenditures and dividend payments.

    The Company's cash management system and revolving line of credit are 
    designed to maintain zero cash balances and, accordingly, checks 
    outstanding in excess of bank balances are classified as additional 
    borrowings under the revolving line of credit. Checks outstanding in 
    excess of bank balances at December 31, 1996 and 1995 aggregated 
    $1,905,000 and $2,073,000, respectively.

    The 8.6% convertible Series B notes were converted into 263,262 shares 
    of Class A Common Stock on May 21, 1996 at a conversion price of $4.31.  
    The subordinated debt was payable to a related party (an entity which 
    already had a direct and beneficial ownership interest in the Company's 
    Common Stock).  If the conversion of the subordinated debt had occurred 
    on January 1, 1996, primary earnings per share for 1996 would have been 
    $.54.

    Maturities of long-term debt for each of the next five years are as 
    follows:  1997 - $2,355,955; 1998 - $2,133,055; 1999 - $10,111,361;  
    2000 - $331,110 and 2001 - $666,045.

                                    A-10

<PAGE>

Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statements, Continued

E.  RETIREMENT PLAN.

    The Company maintains a defined contribution plan which covers 
    substantially all employees of the Company and its participating 
    subsidiaries who have reached the age of twenty-one years and have 
    completed one year of credited service.  The plan provides that eligible 
    employees can contribute from one to fifteen percent of their annual 
    compensation and the Company will match fifteen percent (ten percent 
    prior to March 1, 1994) of employees' contributions up to six percent of 
    the employees' compensation.  The Board of Directors may increase or 
    decrease the Company's contribution on a year-by-year basis.  Expense 
    related to this plan for the years ended December 31, 1996, 1995 and 1994 
    was $147,762,  $149,249 and $90,387, respectively.


F.  STOCKHOLDERS' EQUITY.

    Common Stock

    On May 2, 1996, the Company's stockholders approved a resolution, which 
    amended the Company's Articles of Incorporation, to increase the number of 
    authorized shares of Class A Common Stock from 15,000,000 shares to 
    20,000,000 shares.

    On November 20, 1996, the Board of Directors authorized the Company to 
    repurchase up to 500,000 shares of Class A Common Stock in open market 
    purchases or privately negotiated transactions through the close of 
    business on November 28, 1997.

    On November 29, 1995, the Board of Directors declared a 10% common stock 
    dividend payable on December 22, 1995, to stockholders of record on 
    December 15, 1995.  


    Preferred Stock
   
    The Company is authorized to issue 1,000,000 shares of preferred stock 
    ($1 par value), of which none has been issued.  The Board of Directors 
    is vested with the authority to determine and state the designations and  
    relative preferences, limitations, voting rights, if any, and other 
    rights of the preferred shares.


    Convertible Class B Common Stock

    Class B Common Stock is convertible into Class A Common Stock on a 
    one-for-one basis. Holders of Class A Common Stock are entitled to elect 
    one-third of the Board of Directors, rounded to the lowest whole number. 
    Holders of Class B Common Stock elect the remainder of the directors.

                                    A-11

<PAGE>

Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statements, Continued

F.  STOCKHOLDERS' EQUITY, Continued.

    Stock Options
 
    During 1992, the Company adopted a 1992 Stock Option Plan (the "1992 
    Plan") under which 330,000 (adjusted for the 10% stock dividend) shares 
    of Class A Common Stock were reserved for grant.  Under the terms of the 
    1992 Plan, both incentive stock options and non-statutory stock options 
    can be granted by a specially designated Stock Option Committee.  The 
    option terms, such as restrictions on exercise, are as  determined by the
    Stock Option Committee.  

    The following table summerizes stock option activity:

                                             Number         Exercise
                                           of Shares         Price *
        Outstanding, January 1, 1994        176,501       $.75 to $5.38
            Granted                          15,000           6.00
            Exercised                       (12,001)       .75 to 1.25
            Expired                          (3,000)          5.38

        Outstanding, December 31, 1994      176,500        1.25 to 6.00
            Exercised                       (17,400)           3.89
            Effect of 10% stock dividend     15,910        1.14 to 5.45

        Outstanding, December 31, 1995      175,010            3.78
            Granted                          50,000            7.13
            Exercised                       (30,580)           1.81

        Outstanding, December 31, 1996      194,430            4.95

        *  The exercise price presented for 1996 represents the 
           weighted-average exercise price in accordance with Statement of
           Financial Accounting Standards No. 123.  Amounts for 1995 and 1994 
           represent the range of exercise prices in accordance with 
           Accounting Principles Board Opinion No. 25. 														

    At December 31, 1995 and 1994 there were exercisable options outstanding 
    to purchase 118,506 and 67,167 shares at weighted-average exercise prices 
    of $5.14 and $3.64, respectively.

    Options outstanding at December 31, 1996 are exercisable at prices 
    ranging from $2.25 to $7.13 and have a weighted-average remaining 
    contractual life of 2.5 years.  The following table summarizes 
    information about outstanding and exercisable stock options at 
    December 31, 1996:

                               Outstanding                   Exercisable
                   Number       Weighted -                Number
                 Outstanding     Average    Weighted -  Exercisable Weighted - 
                     At         Remaining    Average       At        Average
  Range of       December 31,  Contractual  Exercise   December 31,  Exercise
Exercise Price      1996           Life       Price       1996        Price

$2.25 - $5.00      127,930      1.7 years     $4.04     127,930       $4.04
 5.01 - 7.13        66,500      3.9 years      6.71      11,000        5.46

                   194,430                              138,930

    Pro forma net income and earnings per share for 1996 and 1995 and the 
    weighted-average grant-date fair value of options granted are not 
    presented as amounts are not material.

                                    A-12

<PAGE>

Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statements, Continued

F.  STOCKHOLDERS' EQUITY, Concluded.

    Callable Warrants

    At December 31, 1995, the Company had 2,480,762 outstanding 1993 Callable 
    Warrants.  Each 1993 Callable Warrant entitled the holder to purchase .55 
    share of Class A Common Stock at an exercise price of $5.45 per whole 
    share.  Effective February 16, 1996, the Board of Directors modified the 
    exercise provisions of the warrants to allow warrant holders the option 
    of exchanging 5 warrants for 1 share of Class A Common Stock or to 
    satisfy the exercise price in cash.  During the year ended 
    December 31, 1996, 278,702 warrants were exercised for cash, 2,141,705
    warrants were exchanged for Class A Common Stock on a 5 warrants for 1 
    share basis and 60,355 warrants expired on June 9, 1996.

    At December 31, 1993, the Company had 645,990 callable warrants 
    outstanding, each entitling the holder to purchase 1.19 shares of Class A 
    Common Stock for $5.05 per share.  Effective September 22, 1994, the 
    Board of Directors modified the exercise provisions of the warrants to 
    allow warrant holders the option of exchanging 5 warrants for 1 share of 
    Class A Common Stock or satisfying the exercise price described above in 
    cash or shares of Class A Common Stock of the Company previously owned by 
    the warrant holder, or some combination thereof. During the year ended 
    December 31, 1994, 79,273 warrants were exercised for cash, 192,430 
    warrants were exercised utilizing shares of Class A Common Stock of the 
    Company for payment, 318,105 warrants were exchanged for Class A Common 
    Stock on a 5 warrants for 1 share basis and 56,182 warrants expired on 
    November 30, 1994.

                                    A-13

<PAGE>

Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statements, Continued

G.  INCOME TAXES.

    Income taxes consist of the following:

                                            1996         1995         1994
           Federal:
             Current                    $ 3,051,000  $ 3,953,000  $ 3,200,000
             Deferred                       (21,000)      37,000      (90,000)

                                          3,030,000    3,990,000    3,110,000

           State:
             Current                        646,000      951,000      775,000
             Deferred                        (5,000)       8,000      (20,000)

                                            641,000      959,000      755,000

                 Total                  $ 3,671,000  $ 4,949,000  $ 3,865,000

    The components of the net deferred tax asset and the net deferred tax 
    liability were as follows:

                                                         1996         1995
           Current deferred tax asset:
             Allowance for doubtful receivables     $    166,099   $  166,099
             Inventories                                 220,134      220,134
             Accrued liabilities                         641,527      502,848
             Other                                        15,306       21,837

                 Deferred tax asset                 $  1,043,066   $  910,918

           Long-term deferred tax liability: 
             Depreciation                           $    838,650   $  712,505
             Other                                        51,584       71,581

                 Deferred tax liability             $    890,234   $  784,086

    A reconciliation of the provision for income taxes to the amount computed 
    by applying the statutory Federal income tax rate (34% in 1996, 35% in 
    1995 and 34% in 1994) to income before income taxes is as follows:

                                            1996         1995         1994
           Income taxes at statutory 
             rate                       $ 2,977,700  $ 4,266,200  $ 3,174,800
           State income taxes, net of
             federal benefit                423,100      623,300      498,300
           Amortization of goodwill          35,800       36,900       35,800
           Loss of Honduran subsidiary 
             (operating in government 
             free zone) with no tax 
             benefit                         98,000         -            -   
           Other                            136,400       22,600      156,100

                 Total                  $ 3,671,000  $ 4,949,000  $ 3,865,000

                                    A-14

<PAGE>

Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statements, Continued

H.  ACQUISITIONS.

    On February 28, 1996, the Company acquired the business operations and 
    operating assets, including the Freedom One (trademark) brand name, of 
    SD Enterprises, Inc., an Elkhart, Indiana company that converts minivans 
    for use by wheelchair-bound drivers and passengers.  The cash purchase 
    price of $221,725 approximated the fair value of the acquired assets.

    On August 29, 1994, the Company acquired the business operations and 
    substantially all of the operating assets of Murphy Body Company, Inc.,
    Wilson, North Carolina, a manufacturer of refrigerated truck bodies.  
    The purchase price, which approximated the fair value of the acquired 
    assets, consisted of cash of $1,142,102 and assumed liabilities of 
    $937,842. 

    Both these acquisitions were accounted for as purchases, and the net 
    assets and results of operations have been included in the Company's 
    consolidated financial statements from the acquisition date.  Pro forma 
    financial information has not been presented as it is not materially 
    different from the Company's historical results.

I.  COMMITMENTS AND CONTINGENCIES.

    Lease Commitments

    The Company leases certain office and manufacturing facilities under 
    operating lease agreements which expire at various dates through 
    May 2002. Certain of the lease agreements are with related parties for 
    which related party rent expense for the years ended December 31, 1996, 
    1995 and 1994 aggregated $478,162, $478,163 and $446,442, respectively.

    The rent expense under all operating leases aggregated $1,139,210, 
    $1,027,606 and $984,177 for the years ended December 31, 1996, 1995 and
    1994, respectively.

    At December 31, 1996, future minimum annual rental payments under 
    noncancelable operating leases  aggregated $2,959,000, and are payable as 
    follows: 1997 - $967,000; 1998 - $869,000; 1999 $742,000; 
    2000 - $341,000; 2001 - $31,000 and thereafter $9,000.


    Obligation To Purchase Consigned Inventories

    The Company obtains vehicle chassis for its truck, bus and specialized 
    vehicle products directly from the truck manufacturer under converter 
    pool agreements.  Chassis are obtained from the manufacturers based on 
    orders from customers, and to a lesser extent, for unallocated orders. 
    Although each manufacturer's agreement has different terms and 
    conditions, the agreements generally provide that the manufacturer will 
    provide a supply of chassis to be maintained from time to time at the
    Company's various production facilities under the conditions that the 
    Company will store such chassis and will not make any additions or 
    modifications to such chassis and will not move, sell or otherwise 
    dispose of such chassis, except under the terms of the agreement.  The 
    manufacturer does not transfer the certificate of origin to the Company 
    and, accordingly, the Company accounts for the chassis as consigned 
    inventory belonging to the manufacturer.  Under these agreements if the
    chassis is not delivered to a customer within 90 days of delivery to the 
    Company, the Company is required to pay a finance charge on the chassis. 
    At December 31, 1996 and 1995, chassis inventory, accounted for as 
    consigned inventory to the Company by the manufacturers, aggregated 
    $20.6 million and $14.0 million, respectively.  Typically, chassis

                                    A-15

<PAGE>

Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statements, Concluded

I.  COMMITMENTS AND CONTINGENCIES, Concluded.

    are converted and delivered to customers within 90 days of the receipt 
    of the chassis by the Company.


    Self-Insurance

    The Company is self-insured for a portion of product liability ($100,000 
    per occurrence with an annual aggregate of $500,000), certain employee 
    health benefits ($75,000 annually per employee with an annual aggregate 
    of approximately $2,000,000) and workers' compensation in certain states 
    ($250,000 per occurrence with an annual aggregate of approximately 
    $5,000,000).  The Company accrues for the estimated losses occurring from 
    both asserted and unasserted claims.  The estimate of the liability for 
    unasserted claims arising from incurred but not reported claims is based 
    on an analysis of historical claims data.


    Other

    The Company is subject to various investigations, claims and legal 
    proceedings covering a wide range of matters that arise in the ordinary 
    course of its business activities.  Each of these matters is subject to 
    various uncertainties, and it is possible that some of these matters may 
    be resolved unfavorably to the Company.  The Company has established 
    accruals for matters that are probable and reasonably estimable.  
    Management believes that any liability that may ultimately result from 
    the resolution of these matters in excess of accruals and or amounts 
    provided by insurance coverage will not have a material adverse effect on
    the consolidated financial position or results of operation of the 
    Company.  

                                    A-16

<PAGE>

                     REPORT OF INDEPENDENT ACCOUNTANTS
                      ON FINANCIAL STATEMENT SCHEDULE



To the Stockholders and
  Board of Directors of
  Supreme Industries, Inc.


Our report on the consolidated financial statements of Supreme Industries, 
Inc. and subsidiaries is included on page A-1 of this Form 10-K.  In 
connection with our audits of such consolidated financial statements, we have 
also audited the related financial statement schedule listed in Item 14(a)(2) 
of this Form 10-K.

In our opinion, the financial statement schedule referred to above, when 
considered in relation to the basic financial statements taken as a whole, 
presents fairly, in all material respects, the information required to be 
included therein.



                                           COOPERS & LYBRAND L.L.P.


South Bend, Indiana
January 24, 1997

                                    S-2

<PAGE>

                   SUPREME INDUSTRIES, INC. AND SUBSIDIARIES 	 	 	 	 	 	 	 	 	
                 SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS 

    
                             Column B    Column C
                            Balance At   Charged                 Column E
Column A                    Beginning    To Costs    Column D    Balance At
Description                 Of Period  And Expenses Deductions  End of Period
Year Ended December 31, 
  1996: 									
    Reserves and 
      allowances 
      deducted from
      asset accounts:
 
        Allowance for 
          doubtful 
          receivables:     $ 555,000  $ 184,000  $ 184,000 (1)  $ 555,000 (2)

Year Ended December 31, 
  1995: 									
    Reserves and 
      allowances 
      deducted from 									
      asset accounts: 									

        Allowance for 
          doubtful 
          receivables:     $ 630,000  $ 318,000  $ 393,000 (1)  $ 555,000 (2)

Year Ended December 31, 
  1994: 									
    Reserves and 
      allowances 
      deducted from
      asset accounts: 									

        Allowance for 
          doubtful 
          receivables:     $ 630,000  $ 447,000  $ 447,000 (1)  $ 630,000 (3)

(1)  Uncollectible accounts written off, net of recoveries.
(2)  Reflected in the consolidated balance sheet as follows: 
     deducted from accounts receivable - $430,000 and deducted from other 
     assets ($125,000 note receivable from Contempri Homes, Inc.) - $125,000. 	
(3)  Reflected in the consolidated balance sheet as follows:  
     deducted from accounts receivable - $430,000 and deducted from other
     assets ($1 million note receivable from Contempri Homes, Inc.) - 
     $200,000. 					 	 	 	 	 

                                    S-2

<PAGE>

                                SIGNATURES

Pursuant to the requirements of the Section 13 and 15(d) 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 authorize.

                                         SUPREME INDUSTRIES, INC.

Date:  March 15, 1997                    By: /s/Herbert M. Gardner
                                             Herbert M. Gardner, Chairman
                                             of the Board

Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
registrant and in capacities and on the dates indicated.

/s/Herbert M. Gardner      Chairman of the Board             March 15, 1997
Herbert M. Gardner           and President (Principal      
                             Executive Officer)

/s/Omer G. Kropf           Executive Vice President          March 15, 1997
Omer G. Kropf                and Director       

/s/William J. Barrett      Secretary, Assistant              March 15, 1997
William J. Barrett           Treasurer and Director

/s/Robert W. Wilson        Executive Vice President          March 15, 1997
Robert W. Wilson             Treasurer, Chief Financial
                             Officer and Director
                             (Principal Financial and
                             Accounting Officer)

/s/Robert J. Campbell      Director                          March 15, 1997
Robert J. Campbell

/s/Thomas Cantwell         Director                          March 15, 1997
Thomas Cantwell

/s/Rice M. Tilley, Jr.     Assistant Secretary               March 15, 1997
Rice M. Tilley, Jr.

/s/H. Douglas Schrock      Director                          March 15, 1997
H. Douglas Schrock   

/s/Rick L. Horn            Director                          March 15, 1997
Rick L. Horn


<PAGE>

                              INDEX TO EXHIBITS


Exhibit 	                    Description 
3.1     Certificate of Incorporation of the Company, filed as Exhibit 3(a) 
        to the Company's Registration Statement on Form 8-A, filed with the 
        Commission on September 18, 1989, and incorporated herein by 
        reference. 

3.2     Certificate of Amendment of Certificate of Incorporation of the
        Company filed with the Secretary of State of Delaware on June 10, 
        1993 filed as Exhibit 3.2 to the Company's annual report on Form 10-K 
        for the fiscal year ended December 31, 1993, and incorporated herein 
        by reference. 

3.3     Certificate of Amendment of Certificate of Incorporation of the
        Company filed with the Secretary of State of Delaware on May 29, 1996.

3.4     Bylaws of the Company, filed as Exhibit 3(b) to the Company's
        Registration Statement on Form 8-A, filed with the Commission on 
        September 18, 1989, and incorporated herein by reference.

4.1     Credit Agreement dated as of April 25, 1994, between the Company,
        Supreme Corporation, and NBD Bank and signed in connection with 
        certain long-term indebtedness, filed as Exhibit 4.25 to the 
        Company's annual report on Form 10-K for the fiscal year ended 
        December 31, 1994, and incorporated herein by reference.

4.2     First Amendment to Credit Agreement dated April 25, 1994.

4.3     Second Amendment to Credit Agreement dated April 25, 1994.

10.1    The Company's 1992 Stock Option Plan, filed as Exhibit 10.7 to the
        Company's annual report on Form 10-K for the fiscal year ended 
        December 31, 1992, and incorporated herein by reference.

<PAGE>

10.2    Form of Stock Option grant agreement used to evidence options granted
        under the Company's 1992 Stock Option Plan, filed as Exhibit 10.8 to 
        the Company's annual report on Form 10-K for the fiscal year ended 
        December 31, 1992, and incorporated herein by reference.

10.3    Inventory Loan and Security Agreement dated October 12, 1988, among
        General Motors Acceptance Corporation and the Company, its 
        subsidiaries, and certain subsidiaries of Supreme Corporation, filed 
        as Exhibit 10.19 to the Company's annual report on Form 10-K for the 
        fiscal year ended December 31, 1988, and incorporated herein by 
        reference.

10.4    Form of Demand Promissory Note dated September 28, 1988, from the
        Company, and relating to the Agreement described 10.3 above, filed as 
        Exhibit 10.20 to the Company's annual report on Form 10-K for the 
        fiscal year ended December 31, 1988, and incorporated herein by 
        reference. 

10.5    Intercreditor Agreement dated as of December 31, 1991, among General
        Motors Acceptance Corporation and Congress Financial Corporation, and 
        relating to the Agreement described in 10.3 above filed as Exhibit 
        10.14 to the Company's annual report on Form 10-K for the fiscal year 
        ended December 31, 1991, and incorporated herein by reference.

10.6    Pool Company Wholesale Finance Plan Application for Wholesale
        Financing and Security Agreements, dated December 5, 1990, among Ford 
        Motor Credit Company and each of Supreme Corporation, Supreme Truck 
        Bodies of California, Inc., Supreme Corporation of Texas, and Supreme 
        Mid-Atlantic Corporation, filed as Exhibit 10.15 to the Company's 
        annual report on Form 10-K for the fiscal year ended December 31, 
        1991, and incorporated herein by reference.

10.7    Lease dated July 25, 1988, between Supreme Corporation and G-2, Ltd.,
        a Texas limited partnership, relating to Supreme Corporation's 
        Goshen, Indiana facilities, filed as exhibit 10.22 to the Company's 
        annual report on Form 10-K for the fiscal year ended December 31, 
        1988, and incorporated herein by reference. 

10.8    Lease dated July 25, 1988, between Supreme Corporation and G-2, Ltd.,
        a Texas limited partnership, relating to Supreme Corporation's 
        Griffin, Georgia facilities, filed as Exhibit 10.23 to the Company's 
        annual report on Form 10-K for the fiscal year ended December 31, 
        1988, and incorporated herein by reference.

<PAGE>

10.9    Lease dated August 27, 1990, between Supreme Truck Bodies of
        California, Inc. and Edgar Maas, individually and as Trustee of the 
        Marsha Maas Testamentary Trust, relating to Supreme Corporation's 
        Riverside, California facility, filed as Exhibit 10.19 to the 
        Company's annual report on Form 10-K for the fiscal year ended 
        December 31, 1991, and incorporated herein by reference.

10.10   License Agreement dated to be effective November 5, 1992, between
        Supreme Corporation as licensee and ACCGRUPPENAB, a Swedish 
        Corporation, as licensor, with respect to certain know-how and patent 
        rights, filed as exhibit 10.19 to the Company's annual report on Form 
        10-K for the fiscal year ended December 31, 1993, and incorporated 
        herein by reference. 

10.11   Employment Contract dated to be effective May 1, 1993, between
        Supreme Corporation and Omer G. Kropf filed, as Exhibit 10.20 to the 
        Company's annual report on Form 10-K for the fiscal year ended 
        December 31, 1993, and incorporated herein by reference.

10.12   Consulting Agreement dated to be effective January 1, 1993, between
        the Company and William J. Barrett, filed as Exhibit 10.21 to the 
        Company's annual report on Form 10-K for the fiscal year ended 
        December 31, 1993, and incorporated herein by reference.

10.13   Consulting Agreement dated to be effective January 1, 1993, between
        the Company and Herbert M. Gardner, filed as Exhibit 10.22 to the 
        Company's annual report on Form 10-K for the fiscal year ended 
        December 31, 1993, and incorporated herein by reference.

10.14   Consulting Agreement dated to be effective April 15, 1993, between
        the Company and Rice M. Tilley, Jr., filed as Exhibit 10.23 to the 
        Company's annual report on Form 10-K for the fiscal year ended 
        December 31, 1993, and incorporated herein by reference.

10.15   Consulting Agreement dated to be effective April 15, 1993, between
        the Company and H. Douglas Schrock, filed as Exhibit 10.24 to the 
        Company's annual report on Form 10-K for the fiscal year ended 
        December 31, 1993, and incorporated herein by reference.

<PAGE>

10.16   Employment Contract dated to be effective October 1, 1994, between
        Supreme Corporation and Robert W. Wilson, filed as Exhibit 10.24 to 
        the Company's annual report on Form 10-K for the fiscal year ended 
        December 31, 1994, and incorporated herein by reference.

11.1    Statement regarding computation of per share earnings.

21.1    Subsidiaries of the Company.

23.1    Consent of Independent Accountants.

<PAGE>

Exhibit 3.3


                            Certificate of Amendment
                                       of
                          Certificate of Incorporation
                                       of
                            Supreme Industries, Inc.

SUPREME INDUSTRIES, INC. (the "Corporation"), a corporation organized and 
existing under and by virtue of the General Corporation Law of the State of 
Delaware, DOES HEREBY CERTIFY:  

1.     That at a duly called and held meeting of the Board of Directors of 
the Corporation a resolution was duly adopted setting forth the proposed 
amendment to the certificate of Incorporation of the Corporation to increase 
the authorized number of shares of the Corporation's Class A Common Stock, 
$.10 par value, from 15,000,000 shares to 20,000,000 shares, declaring said 
amendment to be advisable and directing the amendment be considered at the 
next annual meeting of stockholders.  The resolution setting forth the 
proposed amendment is as follows:

RESOLVED, that the certificate of Incorporation of the Corporation be amended 
by changing the first sentence of Article 4.a. thereof so that, as amended, 
the first sentence of said Article shall be and read as follows:

"4.a.  Class A Common Stock.  The aggregate number of shares of Class A 
Common Stock which the Corporation may issue is 20,000,000 shares with a par 
value of $.10."

2.     That thereafter, pursuant to resolution of its Board of Directors, the 
annual meeting of the stockholders of the Corporation was duly called and 
held on May 2, 1996, upon notice and in accordance with section 222 of the 
General Corporation Law of the State of Delaware, at which meeting the 
necessary number of shares as required by statute were voted in favor of 
said amendment.   

3.     That said amendment was duly adopted in accordance with the provisions 
of section 242 of the General Corporation Law of the State of Delaware.

<PAGE>

IN WITNESS WHEREOF, the Corporation has caused this certificate of Amendment 
to be signed by Mr. Herbert M. Gardner, its Chairman of the Board and 
President, and attested by Mr. William J. Barrett, its Secretary, this 28th 
day of May, 1996.


                                     SUPREME INDUSTRIES, INC.


                                     By:  /s/Herbert M. Gardner
                                          Herbert M. Gardner, 
                                          Chairman of the Board and President


ATTEST:


By:  /s/William J. Barrett       
     William J. Barrett, 
     Secretary

<PAGE>

Exhibit 4.2


                       FIRST AMENDMENT TO CREDIT AGREEMENT

THIS AMENDMENT TO CREDIT AGREEMENT, dated as of February 20, 1996 (this 
"Amendment"), is among SUPREME INDUSTRIES, INC., a Delaware corporation 
("SI") and SUPREME CORPORATION, a Texas corporation ("SC" and together with  
SI referred to collectively as the "Borrowers" and each individually as a 
"Borrower") and NBD BANK, and Indiana banking corporation (the "Bank").


                                 RECITALS

A.     The Borrowers and the Bank are parties to a Credit Agreement, dated as 
of April 25, 1994, (as now and hereafter amended, the "Credit Agreement"), 
pursuant to which the Bank agreed, subject to the terms and conditions 
thereof, to extend credit to the Borrowers.

B.     The Borrowers desire to amend the Credit Agreement and the Bank is 
willing to do so strictly in accordance with the terms hereof.


                                   TERMS

In consideration of the premises and of the mutual agreements herein 
contained, the parties agree as follows:

ARTICLE I.  AMENDMENTS.  Upon fulfillment of the conditions set forth in 
Article III hereof, the Credit Agreement shall be amended as follows:

1.1     The paragraph after "Introduction" shall be amended by deleting the 
reference to "$12,000,000" and inserting the following in place thereof:  
"$14,000,000, increasing to $20,000,000 during the period each year from 
February 1 through June 30".

1.2     Section 1.1 shall be amended as follows:

        (a)     The definition of "Applicable Margin" shall be amended by 
deleting all references therein to "2.5 to 1.0" and inserting "2.15 to 1.0" 
in place thereof.

        (b)     The definition of "Borrowing Base" shall be amended by 
deleting clause (A)(a)(ii) in its entirety and inserting the following in 
place thereof:  "(ii) an amount equal to 40% of the value of Eligible 
Inventory which constitutes raw materials and finished goods,".

<PAGE>

        (c)     The definition of "Commitment" shall be deleted in its 
entirety and the following shall be inserted in place thereof:

                "Commitment" shall mean the commitment of the Bank to make 
Loans and Letter of Credit Advances pursuant to Section 2.1 in amount not
exceeding an aggregate principal amount outstanding at any time of 
$19,000,000 (increasing to $25,000,000 during certain periods hereinafter 
described), comprised of $5,000,000 in the case of the Term Loan and, in the 
case of the Revolving Credit Loans, $14,000,000, increasing to $20,000,000 
during the period each year from and including February 1 to and including 
June 30, as such amount may be reduced from time to time pursuant to 
Section 2.2.

        (d)     The definition of "Termination Date" shall be amended by
deleting the reference in clause (a) to "April 30, 1997" and inserting 
"April 30, 1999" in place thereof. 

1.3     Section 2.1(a) shall be amended by deleting the reference in the last 
line to "$1,000,000" and inserting "$5,000,000" in place thereof.

1.4     Section 5.1(d)(ii) shall be amended by adding "and consolidation" 
after each reference to "consolidated" contained therein.

1.5     Section 5.2(b), (c), (d) and (e) shall be deleted in their entirety 
and the following shall be inserted in place thereof: 

        (b)     Working Capital.  Permit or suffer the Consolidated Working 
Capital of the Borrower and its Subsidiaries to be less than $8,000,000 as of 
the end of any fiscal quarter of the Borrower, commencing with the fiscal 
quarter ending December 31, 1995.

        (c)    	Tangible Capital Funds.  Permit or suffer Consolidated 
Tangible Capital Funds of the Borrower and its Subsidiaries to be less than 
the sum of (i) $22,000,000 plus(ii) an amount equal to 50% of Cumulative Net 
Income of the Borrower and its Subsidiaries for each fiscal year of the 
Borrower commencing with the fiscal year ending December 31, 1996, as of the 
end of any fiscal quarter of the Borrower, commencing with the fiscal quarter 
ending December 31, 1995.

        (d)    	Total Liabilities to Tangible Capital Funds.  Permit or 
suffer the ratio of Consolidated Total Liabilities of the Borrower and its 
Subsidiaries to Consolidated Tangible Capital Funds of the Borrower and its 
Subsidiaries to be greater than 2.15 to 1.00 as of the end of any fiscal 
quarter of the Borrower, commencing with the fiscal quarter ending 
December 31, 1995.

        (e)    	Debt Coverage Ratio.  Permit or suffer the ratio of 
Consolidated Debt coverage Ratio of the Borrower and its Subsidiaries to be 
less than 2.0 to 1.00 as of the end of any fiscal year of the Borrower, 
commencing with the fiscal year ending December 31, 1995.

<PAGE>

1.6     The form of Revolving Credit Note attached as exhibit A-1 shall be 
substituted and replaced with the form of Revolving Credit Note attached 
hereto (the "New Revolving Credit Note").


ARTICLE II.  REPRESENTATIONS.  Each Borrower represents and warrants to the 
Bank that:

2.1     The execution, delivery and performance of this Amendment and the New 
Revolving Credit Note are within its powers, have been duly authorized and 
are not in contravention with any law, of the terms of its Articles of 
Incorporation or By-laws, or any undertaking to which it is a party or by 
which it is bound.

2.2     This Amendment is and the New Revolving Credit Note when issued 
hereunder will be, the legal, valid and binding obligations of the Company 
enforceable against it in accordance with the terms thereof.

2.3     After giving effect to the amendments herein contained, the  
representations and warranties contained in Article IV of the Credit 
Agreement are true on and as of the date hereof with the same force and 
effect as if made on and as of the date hereof.

2.4     No Event of Default or any event or condition which might become an 
Event of Default with notice or lapse of time, or both, exists or has 
occurred and is continuing on the date hereof.


ARTICLE III.  CONDITIONS OF EFFECTIVENESS.  This Amendment shall not become 
effective until each of the following has been satisfied:

3.1     This Amendment shall be signed by the Borrowers and the Bank.

3.2     The New Revolving Credit note shall be signed and delivered by the
borrowers to the Bank.

3.3     Each of the Guarantors shall have executed the Consent and Agreement
at the end of this Amendment.

3.4     Atlantic Sales Corporation, a Texas corporation, and Supreme/Murphy
Truck Bodies, Inc., a North Carolina corporation, shall each execute and 
deliver a Guaranty and a Security agreement, together with all other items 
required to be delivered by a "Guarantor" pursuant to Section 2.5 of the 
Credit Agreement.


ARTICLE IV.  MISCELLANEOUS.

4.1     References in the Credit Agreement or in any note, certificate, 
instrument or other document to the "Credit Agreement" shall be deemed to be 
references to the Credit Agreement as amended hereby and as further amended 
from time to time.

<PAGE>

4.2     The Borrowers agree to pay and to save the Bank harmless for the
payment of all costs and expenses arising in connection with this Amendment, 
including the reasonable fees of counsel to the Bank in connection with 
preparing this Amendment and the related Documents.

4.3     Each Borrower acknowledges and agrees that the Bank has fully
performed all of their obligations under all documents executed in connection 
with the Credit Agreement and all actions taken by the Bank are reasonable 
and appropriate under the circumstances and within their rights under the 
Credit Agreement and all other documents executed in connection therewith and
otherwise available.  Each Borrower represents and warrants that it is not 
aware of any claims or causes of action against the Bank, any participant 
lender or any of their successors or assigns.

4.4     Except as expressly amended hereby, each Borrower agrees that the
Credit Agreement, the Notes, the Security Documents and all other documents 
and agreements executed by the Company in connection with the Credit 
Agreement in favor of the Bank are ratified and confirmed and shall remain in 
full force and effect and that it has no set off, counterclaim or defense 
with respect to any of the foregoing.  Terms used but not defined herein 
shall have the respective meanings ascribed thereto in the Credit Agreement.

4.5     This Amendment may be signed upon any number of counterparts with the
same effect as if the signatures thereto and hereto were upon the same 
instrument.


IN WITNESS WHEREOF, the parties signing this Amendment have caused this 
Amendment to be executed and delivered as of February 20, 1996.


                                         SUPREME INDUSTRIES, INC.

                                         By:  /s/Robert W. Wilson

                                         Its:  Executive Vice President , CFO


                                         SUPREME CORPORATION

                                         By:  /s/Robert W. Wilson

                                         Its:  Vice President of Finance


                                         NBD BANK

                                         By:  /s/Christopher Wolfe

                                         Its:  Vice President

<PAGE>

                         CONSENT AND AGREEMENT

As of the date and year first above written, each of the undersigned hereby:

(a)     fully consents to the terms and provisions of the above Amendment and
the consummation of the transactions contemplated hereby and agrees to all 
terms and provisions of the above Amendment applicable to it;

(b)     agrees that each Guaranty and all other agreements executed by any of
the undersigned in connection with the Credit agreement or otherwise in favor 
of the Bank (collectively, the "Security Documents") are hereby ratified and 
confirmed and shall remain in full force and effect, and each of the 
undersigned acknowledges that it has no setoff, counterclaim or defense with 
respect to any security document; and 

(c)     acknowledges that its consent and agreement hereto is a condition to
the Bank's obligation under this Amendment and it is in its interest and to 
its financial benefit to execute this consent and agreement.


                                         SUPREME CORPORATION OF TEXAS

                                         By:  /s/Robert W. Wilson

                                         Its:  Vice President of Finance


                                         SUPREME TRUCK BODIES OF
                                         CALIFORNIA, INC.

                                         By:  /s/Robert W. Wilson

                                         Its:  Vice President of Finance


                                         SUPREME MID-ATLANTIC CORPORATION

                                         By:  /s/Robert W. Wilson

                                         Its:  Vice President of Finance

<PAGE>

                                         ROUSE WELDING & BODY CO., INC.

                                         By:  /s/Robert W. Wilson

                                         Its:  Vice President of Finance


                                         ATLANTIC SALES CORPORATION

                                         By:  /s/Robert W. Wilson

                                         Its:  Vice President of Finance


                                         SUPREME/MURPHY TRUCK BODIES, INC.

                                         By:  /s/Robert W. Wilson

                                         Its:  Vice President of Finance

<PAGE>

Exhibit 4.3


                      SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of October 25, 1996 (this 
"Amendment"), is among SUPREME INDUSTRIES, INC., a Delaware corporation 
("SI") and SUPREME CORPORATION, a Texas corporation ("SC" and together with 
SI referred to collectively as the "Borrowers" and each individually as a 
"Borrower") and NBD BANK, an Indiana banking corporation (the "Bank").


                                  RECITALS

A.     The Borrowers and the Bank are parties to a Credit Agreement, dated as 
of April 25, 1994, as amended by a first Amendment to Credit Agreement dated 
as of February 20, 1996 (as now and hereafter amended, the "Credit 
Agreement"), pursuant to which the Bank agreed, subject to the terms and 
conditions thereof, to extend credit to the Borrowers.

B.     The Borrowers desire to amend the Credit Agreement and the Bank is
willing to do so strictly in accordance with the terms hereof.


                                   TERMS

In consideration of the premises and of the mutual agreements herein 
contained, the parties agree as follows:

ARTICLE I.  AMENDMENTS.  Upon fulfillment of the conditions set forth in 
Article III hereof, the Credit Agreement shall be amended as follows:

1.1     Section 1.1 shall be amended as follows:

        (a)     The following definitions shall be deleted in their entirety, 
together with all references to such defined terms contained in the Credit 
Agreement:  Borrowing Base, Borrowing Base Certificate, Eligible Accounts 
Receivable, Eligible Inventory and Security Agreement.

        (b)    	The definition of "Applicable Margin" shall be deleted in its 
entirety and the following shall be inserted in place thereof:

                "Applicable Margin" shall mean with respect to Eurodollar 
Rate Loans, one and one-quarter percent (1.25% per annum, and with respect to 
Floating Rate Loans, zero percent (0%) per annum.

<PAGE>

        (c)    	The definition of "Guarantors" shall be deleted and the 
following shall be inserted in place thereof:

                "Guarantors" shall mean Supreme Corporation of Texas, Supreme
Truck Bodies of California, Inc., Supreme Mid-Atlantic Corporation, Atlantic 
Sales Corporation, Supreme/Murphy Truck Bodies, Inc., SC Freedom One, Inc. 
and SC Tower Structural Laminating, Inc. and each other person otherwise 
entering into a Guarantee from time to time, and "Guarantor" shall mean any 
one of the Guarantors.

        (d)    	The definition of "Security documents" shall be amended by 
deleting the reference therein to, "the Security Agreement". 

1.2     Section 2.1(a) shall be amended by deleting the following language:
"the lesser of (a) the amount of the Borrowing Base as of the close of 
business on the last day of the month next preceding the date any such 
Advance is made and (b)".

1.3     Section 2.6(c) shall be deleted in its entirety.

1.4     Section 2.10 shall be deleted in its entirety and the following shall
be inserted in place thereof:

        2.10  Guarantees.  To guaranty payment when due of the Revolving 
Credit Note, the Term Note and all other obligations of the Borrower under 
this Agreement to the Bank, the Borrower shall cause the Guarantors to 
execute and deliver the Guarantees to the Bank.

1.5     Section 3.1(c) shall be deleted in its entirety and the following
shall be inserted in place thereof:  "[Intentionally Reserved]".

1.6     Sections 5.1(d)(iv) and (vii) shall be deleted in their entirety and
the following shall be inserted in place thereof:  "[Intentionally Reserved]".

1.7     Rouse Welding & Body Co., Inc. ("Rouse") and certain other Guarantors
named therein executed and delivered a Guarantee Agreement dated as of 
April 24, 1994 to the Bank.  The Bank hereby releases Rouse from any and all 
obligations and liabilities under such Guarantee; provided, that, such 
Guarantee shall remain fully binding and enforceable against the other 
Guarantors party thereto.

1.8     Each Borrower and Guarantor (other than the Guarantors referred to in
section 3.3 hereof) executed and delivered to the Bank a Security Agreement 
dated as of April 25, 1994, as amended by a First Amendment to Security 
Agreement dated as of February 20, 1996.  The Bank hereby releases each 
Borrower and each Guarantor from any and all obligations and liabilities under
the Security Agreement and all financing statements delivered in connection 
therewith and the Bank agrees to promptly terminate all financing statements 
filed by the Bank to perfect the liens granted to the Bank pursuant to the 
Security Agreement.

<PAGE>

ARTICAL II.  REPRESENTATIONS.  Each Borrower represents and warrants to the 
Bank that:

2.1     The execution, delivery and performance of this Amendment are within
its powers, have been duly authorized and are not in contravention with any 
law, of the terms of its Articles of Incorporation or By-laws, or any 
undertaking to which it is a party or by which it is bound.

2.2     This Amendment is the legal, valid and binding obligation of the
Company enforceable against it in accordance with the terms thereof.

2.3     After giving effect to the amendments herein contained, the
representations and warranties contained in Article IV of the Credit 
Agreement are true on and as of the date hereof with the same force and 
effect as if made on and as of the date hereof.

2.4     No Event of Default or any event or condition which might become an
event of Default with notice or lapse of time, or both, exists or has 
occurred and is continuing on the date hereof.


ARTICLE III.  CONDITION OF EFFECTIVENESS.   This Amendment shall not become 
effective until each of the following has been satisfied:

3.1     This Amendment shall be signed by the Borrowers and the Bank.

3.2     Each of the Guarantors shall have executed the Consent and Agreement
at the end of this Amendment.

3.3     SC Freedom One, Inc. and SC Tower Structural Laminating, Inc. shall
each execute and deliver a Guaranty and a Security Agreement, together with 
all other items required to be delivered by a "Guarantor" pursuant to section 
2.5 of the Credit agreement, other than a Security Agreement.


ARTICLE IV.  MISCELLANEOUS.  

4.1     References in the Credit Agreement or in any note, certificate,
instrument or other document to the "Credit Agreement" shall be deemed to be 
references to the Credit Agreement as amended hereby and as further amended 
from time to time.

4.2     The Borrowers agree to pay and to save the Bank harmless for the
payment of all costs and expenses arising in connection with this Amendment, 
including the reasonable fees of counsel to the Bank in connection with 
preparing this Amendment and the related documents.

<PAGE>

4.3     Each Borrower acknowledges and agrees that the Bank has fully
performed all of their obligations under all documents executed in connection 
with the Credit Agreement and all actions taken by the Bank are reasonable 
and appropriate under the circumstances and within their rights under the 
Credit Agreement and all other documents executed in connection therewith and
otherwise available.  Each Borrower represents and warrants that it is not 
aware of any claims or causes of action against the Bank, any participant 
lender or any of their successors or assigns.

4.4     Except as expressly amended hereby, each Borrower agrees that the
Credit Agreement, the Notes, the Security Documents and all other documents 
and agreements executed by the Company in connection with the Credit 
Agreement in favor of the Bank are ratified and confirmed and shall remain in 
full force and effect and that it has no set off, counterclaim or defense 
with respect to any of the foregoing.  Terms used but not defined herein 
shall have the respective meanings ascribed thereto in the Credit Agreement.

4.5     This Amendment may be signed upon any number of counterparts with the
same effect as if the signatures thereto and hereto were upon the same 
instrument.


IN WITNESS WHEREOF, the parties signing this amendment have caused this 
Amendment to be executed and delivered as of October 25, 1996.


                                         SUPREME INDUSTRIES, INC.

                                         By:  /s/Robert W. Wilson

                                         Its:  Executive Vice President , CFO


                                         SUPREME CORPORATION

                                         By:  /s/Robert W. Wilson

                                         Its:  Vice President of Finance/
                                               Asst. Sec.


                                         NBD BANK

                                         By:  /s/Daniel Oakley

                                         Its:  Vice President

<PAGE>

                          CONSENT AND AGREEMENT

As of the date and year first above written, each of the undersigned hereby:

(a)     fully consents to the terms and provisions of the above Amendment and
the consummation of the transactions contemplated hereby and agrees to all 
terms and provisions of the above Amendment applicable to it;

(b)     agrees that each Guaranty and all other agreements executed by any of
the undersigned in conncetion with the Credit Agreement or otherwise in favor 
of the Bank (collectively, the "Security Documents") are hereby ratified and 
confirmed and shall remain in full force and effect, and each of the 
undersigned acknowledges that it has no setoff, counterclaim or defense with 
respect to any Security Document; and

(c)     acknowledges that its consent and agreement hereto is a condition to
the bank's obligation under this Amendment and it is in its interest and to 
its financial benefit to execute this consent and agreement.


                                         SUPREME CORPORATION OF TEXAS

                                         By:  /s/Robert W. Wilson
  
                                         Its:  Vice President of Finance/
                                               Asst. Sec.


                                         SUPREME TRUCK BODIES OF
                                         CALIFORNIA, INC.

                                         By:  /s/Robert W. Wilson

                                         Its:  Vice President of Finance/
                                               Asst. Sec.


                                         SUPREME MID-ATLANTIC CORPORATION

                                         By:  /s/Robert W. Wilson

                                         Its:  Vice President of Finance/
                                               Asst. Sec.

<PAGE>

                                         ATLANTIC SALES CORPORATION

                                         By:  /s/Robert W. Wilson

                                         Its:  Vice President of Finance/
                                               Asst. Sec.


                                         SUPREME/MURPHY TRUCK BODIES, INC.

                                         By:  /s/Robert W. Wilson

                                         Its:  Vice President of Finance/
                                               Asst. Sec.


                                         SC FREEDOM ONE, INC.

                                         By:  /s/Robert W. Wilson

                                         Its:  Vice President of Finance/
                                               Asst. Sec.


                                         SC TOWER STRUCTURAL LAMINATING, INC.

                                         By:  /s/Robert W. Wilson 

                                         Its:  Vice President of Finance/
                                               Asst. Sec.

<PAGE>

EXHIBIT 11.1 -- STATEMENT RE:  COMPUTATION OF PER SHARE EARNINGS 

SUPREME INDUSTRIES, INC. AND SUBSIDIARIES
(Amounts in thousands, except per share data)

                                                 Years Ended December 31,
                                              1996        1995         1994
PRIMARY
     Average shares outstanding              8,525       8,160        7,978

     Net effect of dilutive stock
       options and warrants - based
       on the treasury stock method
       using average market price              623         420          165

     Dilutive effect of subordinated
       convertible notes                       161          14            -

             TOTAL                           9,309       8,594        8,143

     Net income                            $ 5,087     $ 7,240      $ 5,473

     Earnings per share                    $   .55     $   .84      $   .67


FULLY DILUTED

     Average shares outstanding              8,525       8,160        7,978

     Net effect of dilutive stock 
       options and warrants - based 
       on the treasury stock method 
       using the period-end market 
       price, if higher than the		
       average market price                    623         490          166

     Dilutive effect of subordinated 
       convertible notes                       263         611          612

             TOTAL                           9,411       9,261        8,756

     Net income                            $ 5,087     $ 7,240      $ 5,473

     Interest expense reduction due to
       assumed conversion of 
       subordinated convertible notes - 
       net of tax                               23         131          127

     Net income as adjusted                $ 5,110     $ 7,371      $ 5,600

     Earnings per share                    $   .54     $   .80      $   .64

<PAGE>

Ehibit 21.1


Subsidiaries of the Company

Supreme Corporation

Supreme Corporation of Texas, a Texas Corporation

Supreme Truck Bodies of California, Inc., a California Corporation

Supreme Mid-Atlantic Corporation, a Texas Corporation

Supreme/Murphy Truck Bodies, Inc., a North Carolina Corporation

Rouse Welding and Body Company, Inc., a Texas Corporation

Atlantic Sales Corporation, a Texas Corporation

Atlantic Wood Products, S.A.

PA Land Holding Corp., a Texas Corporation

SC Freedom One, Inc.

SC Tower Structural Laminating, Inc.

<PAGE>

Exhibit 23.1


                     CONSENT OF INDEPENDENT ACCOUNTANTS



We consent to the incorporation by reference in the registration statements 
of Supreme Industries, Inc. (formerly ESI Industries, Inc.) on Form S-8 (File 
No. 33-64047) and on Form S-3 (File Nos. 33-59586; 33-49488 and 33-59343) and 
in the related Prospectus of our reports dated January 24, 1997, on our 
audits of the consolidated financial statements and financial statement 
schedule of Supreme Industries, Inc. and subsidiaries as of December 31, 1996 
and 1995, and for each of the three years in the period ended December 31, 
1996 which reports are included in this Annual Report on Form 10-K.


                                            COOPERS & LYBRAND L.L.P.


South Bend, Indiana
March 19, 1997

<PAGE>