<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, 1995.
                                       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
1993 Callable Warrants                           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 March 15, 1996: $45,930,935

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 March 15, 1996
Class A Common Stock ($.10 Par Value)               7,127,289 shares
Class B Common Stock ($.10 Par Value)               1,402,976 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 May 2, 1996	              		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, (the "Company"), 
formerly ESI Industries, Inc. ("ESI") and prior to that Exploration Surveys, 
Inc. was incorporated in 1979, and its former wholly-owned subsidiary, TGC 
Industries, Inc. ("TGC"), was incorporated in 1980.  ESI and TGC were both 
engaged in the geophysical services business principally through data-bank 
sales of gravity information and by conducting gravity, magnetic, and 
seismic surveys under contracts to companies engaged in exploring for oil 
and gas.

     In January of 1984, Supreme Corporation ("Supreme") was formed as a 
wholly-owned subsidiary of ESI to acquire a company which was engaged in the 
business of manufacturing, selling, and repairing specialized truck bodies 
and related equipment.  Thus, from 1984 through June 30, 1986, ESI was 
engaged in two separate and distinct businesses through its operating 
subsidiaries.

     In June 1986, the Boards of Directors of ESI and TGC approved a spin-off
transaction whereby ESI transferred its gravity and magnetic related 
geophysical assets to TGC, and all of the shares of TGC owned by ESI were 
distributed as a stock dividend to ESI's shareholders.  From July 31, 1986, 
the effective date of the spin-off, through December 30, 1986, ESI acted 
solely as a holding company for Supreme.

     In order to permit a diversification of operations, 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.

     On July 22, 1987, Supreme's newly formed, wholly-owned subsidiary, 
Supreme-Jannell Corporation, a Texas corporation, ("Supreme-Jannell"), 
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.  Supreme-Jannell did not purchase the truck 
repair portion of Jannell & Son Body Co.

     On March 2, 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.  On May 11, 1990, 
Supreme-Jannell Corporation's name was changed to "Supreme Mid-Atlantic 
Corporation" to reflect the wider area being serviced.	

<PAGE>

     On December 7, 1992, the Boards of Directors of the Company and 
Contempri approved a spin-off of Contempri whereby ESI would distribute to 
the stockholders of record of ESI on December 15, 1992 one unit, consisting 
of one share of Common Stock of Contempri and one 1993 Callable Warrant to 
purchase one-half share of the Company's Class A Common Stock, for every 
three shares of ESI Class A or Class B Common Stock, held.  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 through its operating 
subsidiary, Supreme Corporation.  At the Company's annual meeting in June 1993 
the Company's shareholders approved the change of its name to Supreme 
Industries, Inc.

     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.  The acquisition provided additional refrigerated 
product lines that the Company did not currently produce as well as adding 
additional capacity for the Company's existing product lines.  The 
acquisition also provides better market penetration for all of the Company's 
product lines into Virginia and North and South Carolina.


Financial Information About Industry Segments

     The Company operated in two industry segments, Specialized Truck Body 
Manufacturing and Modular Home Manufacturing from December 1986 through 
December 1992.  The Company currently operates in one industry segment, 
Specialized Truck Body Manufacturing, since the spin-off of Contempri. 


General Description of the Company's Business

  Specialized Truck Body Industry
  
     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:

<PAGE>

          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 refrigeration unit.  The bodies incorporate
          seamless gel-coated fiberglass walls and fiberglass
          pultrusion to create a lightweight body that is strong
          and durable.

          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.

          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. In June of 1985, Supreme 
          introduced its proprietary StarTrans (trademark) line of 
          shuttle bus products.  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) Bus Division introduced a mid-size bus at its 
          national bus distributors meeting in the summer of 1995.  
          The bus is offered in lengths of up to 31 feet with a capacity 
          of up to 35 passengers.  This product will serve the public 
          transit and tour markets and provide the Company's dealer 
          network with a more comprehensive product line.

          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.

<PAGE>

          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), and Fuel Shark are trademarks 
          used by Supreme Corporation in its marketing of truck bodies 
          and buses.  Chiller (trademark), Kold King (trademark), Nordica
          (trademark), Iner-City (trademark), Commander (trademark) and
          StarTrans (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; Riverside, 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 FRP panels and other fiberglass 
products as required.  The Company has recently completed the construction 
of a new manufacturing facility that will produce FRP panels on a continuous 
basis.  The patented process will increase the Company's capacity to produce 
panels on a cost efficient basis.  Once fully operational, the facility will 
supply all of the Company's internal needs and also allow it to market FRP 
panels to other users.  Based on knowledge and experience in the industry, 
management believes Supreme is one of the few specialized truck body 
manufacturers having this capability.

     Supreme has established a captive hardwood flooring manufacturing 
facility in Honduras to provide a dependable source of supply at favorable 
costs.  The facility is located near abundant supplies of several hardwood 
species that are suitable for truck flooring.  The facility will have 
adequate capacity to supply all of the Company's internal needs as well as 
allow the Company to market excess capacity 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 carries liability insurance for all its products.

     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 has 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 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 50 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 four 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 to 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 $7,500,000 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 the fiscal year ended December 
31, 1995.


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, 1995, the Company employed approximately 1,400 
employees, none of whom are represented by a collective bargaining unit.  
The Company considers its relations with its employees to be satisfactory.

<PAGE>

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, 56                          1979           Chairman of the
Senior Vice President of Janney                                Board, President
Montgomery Scott Inc., investment bankers, 
since 1978; Chairman of the Board of the 
Company, a manufacturer of specialized 
truck bodies and shuttle buses, since 1979 
and President of the Company since June 
1992; Chairman of the Board and a Director 
of Contempri Homes, Inc., a manufacturer of  
modular homes, since 1987; Shelter 
Components Corporations, Director, a supplier 
to the manufactured housing and recreational 
vehicle industries; Nu Horizons Electronics 
Corp., Director, an electronic component
distributor; Transmedia Network, Inc., 
Director, a specialized restaurant savings
charge card company; Hirsch International Corp., 
Director, importer of computerized embroidery 
machines, supplies, and developer of embroidery 
machine application software; TGC Industries, 
Inc., Director, a company engaged in the 
geophysical services industry and a specialty 
packaging manufacturer and distributor; The 
Western Transmedia Company, Inc., Director, a 
franchisee of Transmedia Network principally
for the State of California, a specialized 
finance charge card company. 	

Omer G. Kropf, 54                               1984           Executive Vice
Executive Vice President of the Company since                    President
August 1985; President and Chief Executive 
Officer of Supreme Corporation, a subsidiary 
of the Company, since January 19, 1984; Vice
President of Contempri Homes, Inc., a 
manufacturer of modular homes, from 1987 to 
February, 1994; President of a specialized
truck body manufacturing company from 1974 
through 1983, the predecessor of Supreme 
Corporation. 

<PAGE>

William J. Barrett, 56                          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; Secretary
and Assistant Treasurer of Contempri Homes, 
Inc., and a Director of Contempri Homes, 
Inc., a manufacturer of modular homes, since
1987; Esmor Correctional Services, Inc., 
Director, a private management and operation 
firm 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, Chairman of the Board, a supplier 
to the manufactured housing and recreational 
vehicle industries; TGC Industries, Inc., 
Director, a geophysical services company and a
specialty packaging manufacturer and 
distributor; The Western Transmedia Company, 
Inc., Director, a franchisee of Transmedia
Network principally for the State of California, 
a specialized finance charge card company.

Robert W. Wilson, 51                            1990           Executive Vice
Treasurer, Executive Vice President, and                       President, 
Chief Financial Officer of the Company                         Treasurer
since December 1992; Vice President of                         and Chief
Finance of Supreme Corporation since 1988;                     Financial 
Senior Auditor Price Waterhouse LLP, 1969                      Officer
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; Riverside, California; Jonestown, 
Pennsylvania and Wilson, North Carolina.  These manufacturing facilities 
aggregate approximately 851,000 square feet of buildings, of which 
approximately 351,000 square feet are owned by Supreme and approximately 
500,000 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 of 1988.

     Supreme Mid-Atlantic began operating in a refurbished manufacturing 
facility in June of 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 plant as 
well as constructing a 14,000 square foot addition to its existing plant.  
Also in 1994, 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 continues to mount truck bodies made in Jonestown, 
Pennsylvania, at an owned facility in Woonsocket, Rhode Island for sales to 
customers in New England.  In addition, Supreme operates sales/distribution 
facilities in Apopka, Florida and Houston and San Antonio, Texas.

     Supreme leases a 75,000 square foot manufacturing facility in Riverside, 
California, that expires October 31, 1996.  In preparation for the 
expiration of this lease, the Company has signed a contract to purchase a 
100,000 square foot manufacturing facility and 20 acres of land in southern 
California.  The facility will provide the Company additional capacity to 
serve the large West Coast markets.

<PAGE>

     The Company is constructing a new facility in Ligonier, Indiana which 
will greatly expand its ability to produce Fiberglass Reinforced Plywood 
panels.  The facility is scheduled to begin operation in the second quarter 
of 1996.  Initially it will produce for the Company's internal needs, but it 
is anticipated that sufficient capacity will be available by the fourth 
quarter to allow the Company to market to other users of FRP panels in the 
trucking and construction industries.

     The Company is also constructing a new facility in La Ceiba, Honduras 
which will provide the Company with a reliable, cost efficient source of 
hardwood flooring used in its truck bodies.  Production is  scheduled to 
start in the second quarter of 1996.  Once fully operational 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, 1995.


                                  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 March 15, 1996, was approximately 428.  Due to the number 
of shares held in nominee or street name, it is likely that there are more 
than 428 beneficial owners of the Company's Class A Common Stock.

     The Company's Class A Common Stock closed at $7.5625 on the American 
Stock Exchange on March 15, 1996, on which date there were 7,127,289 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, 1995 were:

<PAGE>

                                     Closing Price of Class A Common Stock
                                            High               Low
October 1 - December 31, 1995              8 9/16             6 1/2   
July 1 - September 30, 1995                9                  7 7/8
April 1 - June 30, 1995                    8 1/8              5 7/16
January 1 - March 31, 1995                 5 13/16            4 13/16
October 1 - December 31, 1994              5 9/16             4 7/16
July 1 - September 30, 1994                5 11/16            4 11/16
April 1 - June 30, 1994                    5 11/16            4 7/16
January 1 - March 31, 1994                 6 1/4              4 1/16


     All of the 1,402,976 outstanding shares of the Company's Class B Common 
Stock were held by a total of 14 persons as of March 15, 1996.  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.
Consolidated Income 
Statement Data:
(in millions, except per                For the Years Ended December 31,
share amounts)                      1995     1994     1993     1992     1991

Net revenue                      $ 164.5   $ 137.3  $ 114.4  $ 84.0    $ 61.3

Income from continuing
  operations                         7.2       5.5      4.3     2.1       1.1
Loss from discontinued
  operation                          ---       ---      ---    (2.1)     (3.1)

Net income (loss)(1)                 7.2       5.5      4.3     0.0      (2.0)

Net income (loss) per share:(2)
    Primary earnings per share
       Continuing operations      $  .84    $  .67   $  .56  $  .40    $  .22
       Discontinued operations       ---       ---      ---    (.39)     (.59)

       Net income (loss)(1)       $  .84    $  .67   $  .56  $  .01   $  (.37)

    Fully diluted earnings per 
    share:
       Continuing operations      $  .80    $  .64   $  .51  $  .30    $  .17

Consolidated Balance
  Sheet Data:(1)
  (in millions)

Working capital                   $ 23.1    $ 20.0   $ 13.9  $  9.7    $ 11.3
 
Total assets                        62.4      57.6     45.5    34.8      45.9

Long-term debt
  (excluding current
  maturities)                       18.0      19.7     13.6    13.8      16.7

Stockholders' equity                28.8      20.0     14.0     6.6      17.0

Notes:
(1)  Consolidated income statement and balance sheet data for 1992 and 1991
     includes 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 1995 with 1994

     Revenues for 1995 increased 19.7% to $164.5 million from the $137.3 
million recorded in 1994, establishing a new record.  In addition, 1995 was 
the fourth consecutive year of increased revenues over the comparable prior 
year.  Each of the Company's six manufacturing facilities achieved double 
digit growth.  The gain reflects the breadth of the Company's product line 
and the broad variety of industries and customers served.  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.

<PAGE>

Comparison of 1994 with 1993

     Revenue rose for the third consecutive year to a new record of $137.3 
million from $114.4 million in 1993.  Revenues at Supreme's manufacturing 
facilities, strategically located in all major U.S. markets, increased from 
12.6% to in excess of 30%.  These increases resulted from the strength of 
the many diverse industries that Supreme serves with its wide range of
specialized truck bodies.

     Revenue from Supreme's shuttle bus product line also increased 
significantly when compared to the prior year.

     The Company's gross profit percentage declined to 16.8% in 1994 from 
17.7% in 1993.  The Company experienced significant raw material cost 
increases in mid-1994.  The Company absorbed these increased expenses and 
experienced lower gross margin by delaying product price increases.  However, 
the Company did implement two price increases of approximately 3% in April, 
and 5% in August.  The Company honored all orders placed prior to the 
effective date of the price increases, delaying actual realization of such 
increases by approximately four months.  

     Direct labor expenses also increased during the year reducing the gross 
profit percentage.  A scarcity of skilled labor, primarily in the Midwest 
and Northeast, caused prevailing wage rates to increase while actual 
productivity declined.  In addition, start up costs associated with the 
Company's additions to its Pennsylvania and Texas manufacturing facilities 
adversely affected direct labor expenses.

     The Company's overhead expenses as a percentage of revenues declined in 
1994 due in part to those items in the overhead pool that do not vary 
directly with revenues.  The Company has also made considerable progress in 
improving its safety record and has significantly reduced its worker's 
compensation insurance expense.

     Selling, general and administrative expenses were $12.1 million or 8.8% 
of revenue in 1994 compared with $11.0 million or 9.6% of revenue in 1993.  
The decline of .8% can be attributed to those items that do not vary directly 
with revenues while the increase of $1.1 million is due to those components 
that do vary directly with revenues.

     Interest expense declined to $1.63 million in 1994 from $1.83 million in 
1993.  The decline is primarily due to the refinancing of the Company's 
revolving line of credit and term note.  Prior to refinancing, the Company 
was paying 2.25% above prime on both the revolver and term loan.  The 
Company's current revolver is at the prime rate or certain basis points above
LIBOR while the term debt is at 6.4%.  The impact of lower borrowing rates 
was partially offset by increased borrowings to fund increased working 
capital requirements.

     The Company's effective income tax rate on $9.3 million of pre-tax 
income in 1994 was 41.4% compared to 42.7% on pre-tax income of $7.4 million 
in 1993.  The slight decrease in the effective tax rate was caused by 
variations in 1994 compared to 1993 in income in states where the Company is 
subject to state income taxes.

<PAGE>

Liquidity and Capital Resources

     In 1995, cash flows from operations and funding available under the 
Company's revolving credit agreement were adequate to finance operations and
provide for capital expenditures during the year.  The Company has a $12.0
million revolving line of credit.  The Company utilized its full availability
under the revolver from December, 1994 to May, 1995 to finance working capital
needs necessitated by inventory requirements, in preparation for substantial
fleet orders that are normally concentrated within the first five months of 
each year.  To meet stringent delivery schedules, the Company must build
finished goods inventory in advance of their actual delivery date.  The
Company is currently negotiating an increase in the amount available under 
its revolving line of credit, and expects to have adequate availability under
its increased line of credit to support its working capital needs.

     The major capital expenditure during the year was $1.8 million spent on
the Company's patented FRP (fiberglass reinforced panel) machine.  The 
facility is substantially complete and will begin operation early in 1996.

     The Company has also invested $1.0 million in a laminated hardwood 
flooring production facility to manufacture hardwood floors for its 
specialized truck bodies.  This facility is scheduled to begin supplying the 
Company's hardwood flooring needs in the second quarter of 1996.

     The Company also acquired a distribution facility in Woonsocket, Rhode
Island for approximately $300,000 to replace a previously leased location.  
This facility serves the New England states.  In addition, the Company has
signed a contract to purchase a 100,000 square foot manufacturing facility
on 20 acres of land in Southern California to replace a leased facility.  The
Company has purchased land in Louisville, Kentucky area to further expand its
distribution.  The Company plans to increase its distribution capabilities
and has under consideration facilities in St. Louis, Missouri, and Denver, 
Colorado.
    
     The Company's working capital was $23.1 million at December 31, 1995
compared to $20.0 million at December 31, 1994.  The ratio of current assets
to current liabilities improved to 2.6 to 1 from 2.2 to 1 at the end of 1994.  
The Company's debt to equity ratio improved to 1.2 to 1 at the end of 1995
compared to 1.9 to 1 at the end of 1994.  The increases in accounts
receivable of $.6 million and inventories of $.4 million are the result of 
the strong revenue increase in 1995.

Other Matters

     The Company's cost of raw materials continued to increase during 1995 
but has currently shown signs of stabilizing.  The Company has implemented
selling price increases throuthout the year to offset these increased costs.
While selling price increases hav substantially held, the Company did not
benefit immediately from such increases due to extensive backlogs in place
at the time of their implementation.

     The Company expects to adopt the disclosure requirements of Statement of
Financial Accounting Standards No. 123 ("SFAS No. 123") in 1996 and, 
accordingly, the implementation of SFAS No. 123 will not impact the Company's
consolidated balance sheet or income statement.

<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
                                                            Page
     a.  Documents filed as part of this report:          
         1.  Financial Statements                         

             Report of Independent Accountants               A-1

             Consolidated Balance Sheets as of 
             December 31, 1995 and 1994                      A-2	

             Consolidated Statements of Income for the
             years ended December 31, 1995, 1994 and 1993    A-3

             Consolidated Statements of Stockholders' 
             Equity for the years ended December 31, 
             1995, 1994 and 1993                             A-4

             Consolidated Statements of Cash Flows for
             the years ended December 31, 1995, 1994
             and 1993                                        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, 1995.

<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, 1995 and 1994, and the 
related consolidated statements of income, stockholders' equity and cash 
flows for each of the three years in the period ended December 31, 1995. 
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, 1995 and 1994, and the 
consolidated results of their operations and their cash flows for each of 
the three years in the period ended December 31, 1995, in conformity with 
generally accepted accounting principles.





                                           COOPERS & LYBRAND L.L.P.

South Bend, Indiana		
January 26, 1996


                                   A-1

<PAGE>

Supreme Industries, Inc. And Subsidiaries


Consolidated Balance Sheets
as of December 31, 1995 and 1994

                    ASSETS
                                                  1995           1994
Current assets:
  Cash and cash equivalents                 $    106,740     $    273,720
  Accounts receivable, net of allowance
    for doubtful accounts of $430,000
    in 1995 and 1994                          16,336,446       15,733,321
  Inventories                                 20,144,271       19,715,520
  Deferred income taxes                          910,918        1,060,572
  Other current assets                           448,665          228,161

         Total current assets                 37,947,040       37,011,294

Property, plant and equipment, net            21,454,511       17,465,466

Intangible assets, net                         2,112,004        2,315,314

Other assets                                     913,107          800,000

         Total assets                       $ 62,426,662     $ 57,592,074

   LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current maturities of long-term debt      $  2,609,815     $  2,947,776
  Trade accounts payable                       6,343,766        7,401,498
  Accrued wages and benefits                   3,456,139        3,177,585
  Accrued income taxes                           138,682          812,242
  Other accrued liabilities                    2,259,740        2,621,768

         Total current liabilities            14,808,142       16,960,869

Long-term debt                                18,031,553       19,747,322

Deferred income taxes                            784,086          888,740

         Total liabilities                    33,623,781       37,596,931

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 15,000,000 shares, issued
    6,738,610 shares in 1995 and 5,714,986
    shares in 1994                               673,861          571,499 
  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 1,801,663
    shares in 1995 and 1,715,150 shares
    in 1994                                      180,166          171,515
  Additional paid-in capital                  18,911,421       10,953,544
  Retained earnings                            9,193,919        8,455,071
  Treasury stock, Class A Common Stock, 
    at cost, 15,132 shares in 1995 and
    13,757 shares in 1994                       (156,486)        (156,486)

         Total stockholders' equity           28,802,881       19,995,143

         Total liabilities and 
         stockholders' equity               $ 62,426,662     $ 57,592,074

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

                                    A-2
  
<PAGE>

Supreme Industries, Inc. And Subsidiaries
for the years ended December 31, 1995, 1994 and 1993

                                     1995           1994            1993
Revenue:
  Net sales                     $ 163,449,175  $ 136,545,869   $ 113,992,833
  Other income                      1,001,804        803,757         400,218

                                  164,450,979    137,349,626     114,393,051

Costs and expenses:
  Cost of sales                   136,224,658    114,233,435      94,090,831
  Selling, general and 
    administrative                 14,255,971     12,146,018      11,027,891
  Interest                          1,781,350      1,632,590       1,825,760

                                  152,261,979    128,012,043     106,944,482

    Income before income taxes     12,189,000      9,337,583       7,448,569

Income taxes                        4,949,000      3,865,000       3,181,000

    Net income                  $   7,240,000  $   5,472,583   $   4,267,569

Earnings per share:
  Primary                               $ .84          $ .67           $ .56

  Fully diluted                         $ .80          $ .64           $ .51 

Weighted average number of 
shares of common stock and
common stock equivalents:
  Primary                           8,594,104      8,143,373       7,549,590
  Fully diluted                     9,261,114      8,755,544       8,674,021


The accommpanying 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, 1995, 1994 and 1993

<TABLE>

<S>                            <C>                 <C>                 <C>           <C>        <C>         <C>
                  
                                  Class A             Class B           Additional
                                Common Stock        Common Stock         Paid-in-   Retained    Treasury        
                             Shares     Amount   Shares     Amount      Capital    Earnings     Stock         Total
Balance, January 1, 1993   3,306,096 $ 330,610 1,786,515 $ 178,651 $   6,220,871 $     ---   $ (156,486) $  6,573,646
  Net income                   ---       ---       ---       ---           ---     4,267,569      ---       4,267,569
  Conversion of 35,319 
    shares of Class B 
    Common Stock to Class 
    A Common Stock            35,319     3,532   (35,319)   (3,532)        ---         ---        ---           --- 
  Conversion of $365,572 
    face amount of 8.6% 
    convertible Series B 
    notes                     77,125     7,712     ---       ---         357,860       ---        ---         365,572
  Conversion of $500,000 
    face amount of 11% 
    convertible Series D 
    notes                    800,000    80,000     ---       ---         420,000       ---        ---         500,000
  Conversion of $294,750 
    face amount of 11% 
    convertible Series E 
    notes                    471,600    47,160     ---       ---         247,590       ---        ---         294,750
  Conversion of $1,002,500 
    face amount of 8.5%
    convertible Series F
    notes                    445,555    44,555     ---       ---         957,945       ---        ---       1,002,500
  Exercise of stock 
    options                   41,131     4,113     ---       ---          80,082       ---        ---          84,195
  Exercise of warrants       292,154    29,216     ---       ---         918,840       ---        ---         948,056

Balance, December 31, 
  1993                     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

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

                                                   A-4                                                
</TABLE>
                                                                             
<PAGE>

Supreme Industries, Inc. And Subsidiaries


Consolidated Statements of Cash Flows
for the years ended December 31, 1995, 1994 and 1993

                                           1995         1994           1993
Cash flows from operating activities:
    Net income                        $  7,240,000  $  5,472,583 $  4,267,569
    Adjustments to reconcile net
      income to net cash provided
      by operating activities:
        Depreciation and amortization    1,772,421     1,497,689    1,422,509
        Amortization of intangibles
          and other assets                 203,310       203,310      360,937
        Provision for losses on 
          doubtful receivables             317,885       446,550      419,000
        Deferred income taxes               45,000      (110,000)    (457,000)
        (Gain) loss on sale of 
          property, plant, and 
          equipment                        (20,852)      (38,303)      43,245
        Changes in operating assets
          and liabilities, excluding 
          effects of acquisition in 
          1994:
            Accounts receivable           (996,010)   (2,809,345)  (2,582,728)
            Inventories                   (428,751)   (2,660,372)  (4,923,781)
            Other current assets          (220,504)        5,322      131,933
            Trade accounts payable      (1,057,732)   (2,840,852)   2,818,422
            Accrued liabilities           (757,034)    1,071,679    1,203,417

               Net cash provided by
                 operating activities    6,097,733       238,261    2,703,523

Cash flows from investing activities:
  Acquisition of a business                  ---      (1,142,102)       ---
  Additions to property, plant and
    equipment                           (5,849,425)   (6,992,143)  (3,959,371)
  Proceeds from sale of property,
    plant and equipment                    108,811        86,284       86,230
  Increase in intangible and other
    assets                                 (38,107)        ---     (1,210,846)

               Net cash (used in) 
                 investing activities   (5,778,721)   (8,047,961)  (5,083,987)

Cash flows from financing activities:
  Proceeds from revolving line of 
    credit and other long-term debt     68,634,487    75,083,334  123,509,375
  Repayments of revolving line of
    credit and other long-term debt    (69,188,217)  (68,128,525)(122,189,183)
  Proceeds from exercise of stock
    options and warrants                    67,738       486,272    1,032,251

               Net cash provided by
                 (used in) financing
                 activities               (485,992)    7,441,081    2,352,443

Decrease in cash and cash equivalents     (166,980)     (368,619)     (28,021)

Cash and cash equivalents, beginning
  of year                                  273,720       642,339      670,360

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

Supplemental disclosure of cash 
  flow information:
  Cash paid during the year for:
    Interest, net of capitalized
      interest in 1995               $   1,777,487  $  1,524,166 $  1,849,571
    Income taxes                         5,577,560     4,105,652    4,037,573

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                                1,500,000         ---      2,162,822
  Conversion of Class B Common
    Stock to Class A Common Stock            7,727         3,604        3,532
  Exchange of warrants for Class
    A Common Stock                           ---         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
for the years ended December 31, 1995, 1994 and 1993

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.  
     
     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 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 
       equivalents, accounts receivable and accounts payable approximated 
       fair value as of December 31, 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, 1995, based upon terms and conditions currently 
       available to the Company in comparison to terms and conditions of the 
       senior long-term debt.  The Company's subordinated debt (see Note D) 
       is convertible into the Company's Class A Common Stock.  Based upon 
       the market value of the Company's Class A Common Stock at December 31, 
       1995, and the conversion ratio, the fair value of the subordinated 
       debt approximates $2.2 million 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
for the years ended December 31, 1995, 1994 and 1993

A.     NATURE OF OPERATIONS AND ACCOUNTING POLICIES, Concluded.

         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 expense was $1,865,031, 
         $1,895,990 and $1,535,129 for the years ended December 31, 1995, 
         1994 and 1993, 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 
         $200,000 for the year ended December 31, 1995 (none in 1994 or 1993).

         Intangible Assets - Intangible assets at December 31, 1995 and 1994 
         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, 1995 and 1994 was 
         $1,592,027 and $1,388,717, respectively. 

         The Company periodically reviews the carrying value of goodwill to 
         assess recoverability and impairments would be recognized in 
         operating results if a permanent diminution in value were to occur.

         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.

                                         A-7

<PAGE>

Supreme Industries, Inc. And Subsidiaries


Notes To Consolidated Financial Statements, Continued
for the years ended December 31, 1995, 1994 and 1993

B.     INVENTORIES.

       Inventories consist of the following:

                                                     1995             1994
                 Raw materials                  $ 11,599,585     $ 11,718,902
                 Work-in-progress                  3,113,990        2,716,238
                 Finished goods                    5,430,696        5,280,380

                          Total                 $ 20,144,271     $ 19,715,520


C.     PROPERTY, PLANT AND EQUIPMENT.

       Property, plant and equipment consists
         of the following:

                                                     1995             1994
                 Land and improvements          $  2,123,848     $  1,840,394
                 Buildings and improvements        7,688,414        7,064,572
                 Leasehold improvements            4,845,816        4,678,090
                 Machinery and equipment          15,072,557       13,649,494
                 Construction in progress          4,153,012        1,196,096

                                                  33,883,647       28,428,646

                   Less, Accumulated depreci-
                     ation and amortization       12,429,136       10,963,180

                       Property, plant and
                         equipment, net         $ 21,454,511     $ 17,465,466

                                         A-8

<PAGE>

Supreme Industries, Inc. And Subsidiaries


Notes To Consolidated Financial Statements, Continued
for the years ended December 31, 1995, 1994 and 1993


D.     LONG-TERM DEBT.

       Long-term debt consists of the following:

                                                   1995              1994

          Senior Debt:
            Revolving line of credit          $ 11,872,822      $ 10,977,934    

            Term note                            3,333,333         4,333,333

            Industrial Revenue Bond,
              principal and interest, at
              a variable rate, payable 
              in monthly installments in
              alternate years, with final
              maturity in August 2010,
              collateralized by real estate        766,667           800,000

            Real estate mortgages:
              8%, due in September 1998            754,793           822,556 
              7.75%, due in May 1999               611,937           729,348
              Variable rate, due in July 2001      656,528           705,698 
              7.5%, due in October 1997            471,065           508,024
              9%, due in September 1997            342,802           355,224
              9.5%, due in June 2009               284,531           294,569
              8.1%, due in January 1999            254,640           276,466
              8%, due in May 1998                  134,408           182,171
              7.25%, due in May 1996                23,414            75,347

                                                19,506,940        20,060,670
         
          Subordinated Debt:
              8.6% convertible Series B 
                notes, due in December 1996      1,134,428         2,634,428

              Total debt                        20,641,368        22,695,098

              Less, Current maturities           2,609,815         2,947,776

              Long-term debt                  $ 18,031,553      $ 19,747,322


                                        A-9

<PAGE>

Supreme Industries, Inc. And Subsidiaries


Notes To Consolidated Financial Statements, Continued
for the years ended December 31, 1995, 1994 and 1993


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"). The Credit Agreement provides for borrowings under the 
       revolving line of credit of up to $12 million, subject to certain 
       limitations based on a percentage of accounts receivable and 
       inventories and the amount of outstanding letters of credit.  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 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, 1997. 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 $1,000,000.  
       Outstanding borrowings under the Credit Agreement are collateralized 
       by accounts receivable, inventories and equipment.

       The Credit Agreement contains, among other matters, certain 
       restrictive covenants including maintenance of a minimum consolidated 
       tangible net worth of $12,750,000, adjusted quarterly for 50% of 
       cumulative net income of the Company after the effective date of the 
       agreement ($19,106,300 at December 31, 1995), minimum consolidated 
       working capital of $4 million 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, 1995 and 1994 aggregated 
       $2,073,000 and $2,978,000, respectively.

       The Company's subordinated debt is subordinated in right of payment 
       to all existing and future senior indebtedness of the Company. Series 
       B notes are convertible into shares of the Company's Class A Common 
       Stock at a conversion price of $4.31 prior to December 15, 1996. The 
       Company's subordinated debt is payable to related parties (entities 
       which are considered related parties because of direct and beneficial 
       ownership of the Company's Common Stock). The Series B notes are part 
       of a master note agreement which includes certain restrictive 
       covenants including maintenance of a minimum working capital ratio, 
       minimum consolidated working capital of $7.5 million and limitations 
       on incurrence of additional indebtedness.

       Maturities of long-term debt for each of the next five years are as 
       follows:  1996 - $2,609,815; 1997 - $14,028,777; 1998 $1,932,989; 
       1999 - $806,536 and 2000 - $131,110.

                                   A-10

<PAGE>

Supreme Industries Inc. And Subsidiaries


Notes To Consolidated Financial Statements, Continued
for the years ended December 31, 1995, 1994 and 1993


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, 
       1995, 1994 and 1993 was $149,249,  $90,387 and $44,384, respectively.


F.     STOCKHOLDERS' EQUITY.

       Common Stock

       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.  Earnings per share and weighted average shares 
       outstanding have been restated to reflect the 10% stock dividend.

       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. Conversions of Class B Common Stock to Class A Common Stock 
       for the years ended December 31, 1995 and 1994 were 77,268 shares and 
       36,046 shares, respectively.

                                    A-11

<PAGE>

Supreme Industries, Inc. And Subsidiaries


Notes To Consolidated Financial Statements, Continued
for the years ended December 31, 1995, 1994 and 1993


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. At December 31, 1995, 
       153,010 options were outstanding under the 1992 Plan of which 96,506 
       were exercisable.

       At December 31, 1995, there were 22,000 options outstanding and 
       exercisable under the 1982 Incentive Stock Option Plan.  This plan 
       expired on January 19, 1992.

       Information on stock options for the years ended December 31, 1995 
       and 1994 is summarized as follows:

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

           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    1.14 to 5.45

           Options exercisable at December 31, 1995   118,506

       As of December 31, 1995 and 1994, 157,850 shares (adjusted for the 10% 
       stock dividend) were reserved for future options.

       In October 1995, Statement of Financial Accounting Standards No. 123, 
       "Accounting for Stock-Based Compensation" ("SFAS No. 123"), was 
       issued.  This statement requires the fair value of stock options and 
       other stock-based compensation issued to employees to either be 
       included as compensation expense in the income statement, or the pro 
       forma effect on net income and earnings per share of such compensation 
       expense to be disclosed in the notes to the financial statements.  The 
       Company expects to adopt SFAS No. 123 on a disclosure basis only, and 
       the disclosure requirements are effective for fiscal years beginning 
       after December 15, 1995.  As such, implementation of SFAS No. 123 will
       not impact the Company's consolidated balance sheet or income 
       statement.

                                      A-12

<PAGE>

Supreme Industries, Inc. And Subsidiaries


Notes To Consolidated Financial Statements, Continued
for the years ended December 31, 1995, 1994 and 1993


F.     STOCKHOLDERS' EQUITY, Continued.

       Callable Warrants

       As of December 31, 1995, there were 2,480,762 outstanding 1993 Callable
       Warrants.  Each 1993 Callable Warrant entitles the holder to purchase 
       .55 share of Class A Common Stock at an exercise price of $5.45 per 
       whole share (shares and exercise price adjusted for the 10% stock 
       dividend).  The 1993 Callable Warrants are callable by the Company on 
       30 days notice at $.10 per warrant, and will expire June 9, 1996, 
       unless extended.  The warrants became exercisable on December 12, 
       1995.  

       At December 31, 1993, the Company had 645,990 callable warrants 
       outstanding with an expiration date of November 30, 1994 (as extended 
       by the Company from the original maturity of November 30, 1993). The
       warrants were originally exercisable at $6.00 per share of Class A 
       Common Stock. Effective March 2, 1993, the Board of Directors modified 
       the exercise provisions of the warrants to 1.19 shares of Class A 
       Common Stock for $5.05 per share. On October 5, 1993, the Board of 
       Directors modified the purchase rights for an interim period 
       beginning on October 21, 1993 and ending on November 30, 1993 to 
       provide for the purchase of 1.19 shares of Class A Common Stock for 
       $4.75 per share. After November 30, 1993, the purchase price reverted 
       back to $5.05 per share.  Effective September 22, 1994, the Board of 
       Directors further 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.

       During the year ended December 31, 1993, 26,974 shares of Class A 
       Common Stock were issued upon exercise of 22,671 callable warrants 
       for cash proceeds of $128,650 ($4.75 per share). In addition, in 
       November 1993, 265,180 shares of Class A Common Stock were issued 
       upon exercise of 222,841 warrants held by an officer of the Company 
       for cash proceeds of $819,406 ($3.09 per share).

                                     A-13

<PAGE>

Supreme Industries, Inc. And Subsidiaries


Notes To Consolidated Financial Statements, Continued
for the years ended December 31, 1995, 1994 and 1993


G.     INCOME TAXES.

       Income taxes consist of the following:

                                         1995          1994          1993

         Federal:
           Current                   $ 3,953,000   $ 3,200,000   $ 2,907,500
           Deferred                       37,000       (90,000)     (374,500)

                                       3,990,000     3,110,000     2,533,000

         State:
           Current                       951,000       775,000       730,500
           Deferred                        8,000       (20,000)      (82,500)

                                         959,000       755,000       648,000

              Total                  $ 4,949,000   $ 3,865,000   $ 3,181,000

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

                                                       1995          1994
         Current deferred tax asset:
           Allowance for doubtful 
             receivables                           $   166,099   $   166,099
           Inventories                                 220,134       171,859  
           Accrued liabilities                         502,848       643,318
           Other                                        21,837        79,296

             Deferred tax asset                    $   910,918   $ 1,060,572

         Long-term deferred tax liability:
           Depreciation                            $   712,505   $   755,908
           Other                                        71,581       132,832

             Deferred tax liability                $   784,086   $   888,740
        
       A reconciliation of the provision for income taxes to the amount 
       computed by applying the statutory Federal income tax rate (35% in 
       1995 and 34% in 1994 and 1993) to income before income taxes is as 
       follows:

                                         1995          1994          1993
         Income taxes at statutory 
           rate                      $ 4,266,200   $ 3,174,800   $ 2,532,500
         State income taxes, net
           of federal benefit            623,300       498,300       427,700
         Amortization of goodwill         36,900        35,800        35,800
         Other                            22,600       156,100       185,000

             Total                   $ 4,949,000   $ 3,865,000   $ 3,181,000

                                    A-14

<PAGE>

Supreme Industries, Inc. And Subsidiaries


Notes To Consolidated Financial Statements, Continued
for the years ended December 31, 1995, 1994 and 1993


H.     ACQUISITION OF MURPHY BODY COMPANY.

       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. The acquisition was accounted for as a 
       purchase, 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 July 
       2000. Certain of the lease agreements are with related parties for 
       which related party rent expense for the years ended December 31, 
       1995, 1994 and 1993 aggregated $478,163,  $446,442 and $496,113, 
       respectively.

       The rent expense under all operating leases aggregated $1,027,606, 
       $984,177 and $1,105,969 for the years ended December 31, 1995, 1994 
       and 1993, respectively.

       At December 31, 1995, future minimum annual rental payments under 
       noncancelable operating leases aggregated $3,378,000, and are payable 
       as follows: 1996 - $951,000; 1997 - $762,000; 1998 - $738,000; 
       1999 - $650,000 and 2000 - $277,000. 

       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, 1995 and 1994, chassis 
       inventory, accounted for as consigned inventory to the Company by the 
       manufacturers, aggregated $14,014,241 and $14,523,702, respectively. 
       Typically, chassis are converted and delivered to customers within 90
       days of the receipt of the chassis by the Company.

                                    A-15

<PAGE>

Supreme Industries, Inc. And Subsidiaries


Notes To Consolidated Financial Statements, Concluded
for the years ended December 31, 1995, 1994 and 1993

I.     COMMITMENTS AND CONTINGENCIES, Concluded.

       Self-Insurance

       The Company is self-insured for a portion of product liability 
       ($100,000 per occurrence), 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 26, 1996
<TABLE>

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

<S>                     <C>          <C>         <C>          <C>
                          Column B    Column C
                          Balance At Charged To                   Column E
Column A                  Beginning  Costs And     Column D      Balance At
Description               Of Period   Expenses    Deductions    End of Period

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)

Year Ended December 31, 
  1993:
    Reserves and 
    allowances deducted 
    from asset accounts:

      Allowance for 
        doubtful 
        receivables:      $ 245,000   $ 419,000   $  34,000(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

</TABLE>

<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 authorized.

                          SUPREME INDUSTRIES, INC.

Date:  March 27, 1996                  By:  /s/Herbert M. Gardner
                                            Herbert M. Gardner

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 27, 1996
Herbert M. Gardner               and President
                                 (Principal Executive
                                 Officer)

/s/Omer G. Kropf               Executive Vice President    March 27, 1996
Omer G. Kropf                    and Director

/s/William J. Barrett          Secretary, Assistant        March 27, 1996
William J. Barrett               Treasurer and Director

/s/Robert W. Wilson            Executive Vice President    March 27, 1996
Robert W. Wilson                 Treasurer, Chief 
                                 Financial Officer and
                                 Director (Principal
                                 Financial and Accounting
                                 Officer)

/s/Robert J. Campbell          Director                    March 27, 1996
Robert J. Campbell

/s/Thomas Cantwell             Director                    March 27, 1996
Thomas Cantwell

/s/Rice M. Tilley, Jr.         Assistant Secretary         March 27, 1996
Rice M. Tilley, Jr.              and Director

/s/H. Douglas Schrock          Director                    March 27, 1996
H. Douglas Schrock

/s/Rick L. Horn                Director                    March 27, 1996
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         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         Note Agreements dated as of December 15, 1986, between the
            Company and Massachusetts Mutual Life Insurance Company and 
            MassMutual Corporate Investors, respectively, and signed in 
            connection with certain long-term indebtedness, filed as Exhibit 
            4.15 to the Company's Registration Statement on Form S-4 
            (Registration No. 3311990), filed with the Commission, and 
            incorporated herein by reference. 

4.2         Amendment dated July 15, 1987, to Sections 4.2 and 4.5 of the
            Note Agreements described in 4.1 above, filed as Exhibit 4.14 to 
            the Company's annual report of Form 10-K for the fiscal year 
            ended December 31, 1987, and incorporated herein by reference. 

4.3         Amendment, dated September 15, 1987, to Sections 4.2 and 4.5 of
            the Note Agreements described in 4.1 above, filed as Exhibit 4.15 
            to the Company's annual report on Form 10-K for the fiscal year 
            ended December 31, 1987, and incorporated herein by reference. 

<PAGE>

4.4         Amendment dated February 18, 1988, to Section 4.2 of the Note
            Agreements described in 4.1 above, filed as Exhibit 4.16 to the 
            Company's annual report on Form 10-K for the fiscal year ended 
            December 31, 1987, and incorporated herein by reference. 

4.5         Amendment dated March 16, 1988, to Section 4.2 of the Note
            Agreements described in 4.1 above, filed as Exhibit 4.17 to the 
            Company's annual report on Form 10-K for the fiscal year ended 
            December 31, 1987, and incorporated herein by reference. 

4.6         Amendment dated September 7, 1990, to Sections 4.2 and 4.3 of
            the Note Agreements described in 4.1 above, filed as Exhibit 4.6 
            to the Company's annual report on Form 10-K for the fiscal year 
            ended December 31, 1990, and incorporated herein by reference. 

4.7         Amendment dated March 27, 1991, to Sections 4.1 of the Note
            Agreements described in 4.1 above, filed as Exhibit 4.7 to the 
            Company's annual report on Form 10-K for the fiscal year ended 
            December 31, 1991, and incorporated herein by reference. 

4.8         Amendment Agreements dated as of December 1, 1991, amending
            Sections 4.2, 4.3, 5.3, 7.1, 8, and 9.5 of the Note Agreements  
            described in 4.1 above, filed as Exhibit 4.8 to the Company's 
            annual report on Form 10-K for the fiscal year ended December 31, 
            1991, and incorporated herein by reference. 

4.9         Amendment Agreements dated as of December 31, 1992, to Note
            Agreements described in 4.1 above, filed as Exhibit 4.8 to the 
            Company's Registration Statement on Form 10 filed with the SEC 
            on February 22, 1993, and incorporated herein by reference.  

4.10        Note Agreement dated as of December 1, 1991, between the Company
            and Massachusetts Mutual Life Insurance Company and MassMutual 
            Corporate Investors, respectively, and signed in connection with 
            certain long-term indebtedness, filed as Exhibit 4.9 to the 
            Company's annual report on Form 10-K for the fiscal year ended 
            December 31, 1991, and incorporated herein by reference. 

<PAGE>

4.11        Amendment Agreements dated as of December 31, 1992, to Note
            Agreements described in 4.10 above, filed as Exhibit 4.9 to the 
            Company's Registration Statement on Form 10 filed with the SEC 
            on February 22, 1993, and incorporated herein by reference. 

4.12        Accounts Financing Agreement (Security Agreement) dated as of
            December 31, 1991, between Supreme Corporation, Supreme Truck 
            Bodies of California, Inc., Supreme Corporation of Texas and 
            Supreme Mid-Atlantic Corporation, as obligors, and Congress 
            Financial Corporation and signed in connection with certain 
            long-term indebtedness, filed as Exhibit 4.30 to the Company's 
            annual report on Form 10-K for the fiscal year ended December 31,
            1991, and incorporated herein by reference. 

4.13        Accounts Financing Agreement (Security Agreement) dated as of 
            December 31, 1991, between Contempri Homes, Inc. (a former 
            subsidiary of the Company), as obligor, and Congress Financial 
            Corporation and signed in connection with certain long-term 
            indebtedness, filed as Exhibit 4.31 to the Company's annual 
            report on Form 10-K for the fiscal year ended December 31, 1991, 
            and incorporated herein by reference. 

4.14        Accounts Financing Agreement (Security Agreement) dated as of
            December 31, 1991, between Rouse Welding & Body, Inc., as 
            obligor, and Congress Financial Corporation and signed in 
            connection with certain long-term indebtedness, filed as Exhibit 
            4.32 to the Company's annual report on Form 10-K for the fiscal 
            year ended December 31, 1991, and incorporated herein by 
            reference. 

4.15        Amendment to Financing Agreement dated February 16, 1993, and
            effective as of December 31, 1992, to Accounts Financing 
            Agreement (Security Agreement) described in 4.12 above, filed as 
            Exhibit 4.10 to the Company's Registration Statement on Form 10-K 
            filed with the SEC on February 22, 1993, and incorporated herein 
            by reference. 

4.16        Amendment to Financing Agreement dated February 16, 1993, and
            effective as of December 31, 1992, to Accounts Financing 
            Agreement (Security Agreement) described in 4.13 above, filed as 
            exhibit 4.11 to the Company's Registration Statement on Form 10-K 
            filed with the SEC on February 22, 1993, and incorporated herein 
            by reference. 

<PAGE>

4.17        Amendment to Financing Agreement dated February 16, 1993, and
            effective as of December 31, 1992, to Accounts Financing 
            Agreement (Security Agreement) described in 4.14 above, filed as 
            Exhibit 4.12 to the Company's Registration Statement on Form 10 
            filed with the SEC on February 22, 1993, and incorporated herein 
            by reference. 

4.18        Amendment to Accounts Financing Agreement dated May 14, 1993, to
            Account Financing Agreement (Security Agreement) described in 4.2 
            above, filed as Exhibit 4.13 to the Company's Amendment No. 1 to 
            its Registration Statement on Form 10 dated May 17, 1993, and 
            incorporated herein by reference. 

4.19        Amendment to Accounts Financing Agreement dated May 14, 1993, to
            Accounts Financing Agreement (Security Agreement) described in 
            4.14 above, filed as Exhibit 4.14 to the Company's Amendment No. 
            1 to its Registration Statement on Form 10 dated May 17, 1993, 
            and incorporated herein by reference. 

4.20        Form of ESI warrant, filed as Exhibit 4(b) to the Company's
            Registration Statement on Form 8-A, filed with the Commission on 
            September 18, 1989, and incorporated herein by reference. 

4.21        Form of Warrant Agreement between the Company and Republic Bank
            Dallas, N.A., as Warrant Agent, relating to the ESI Warrants, 
            filed as exhibit 4.2 to the Company's Registration Statement on 
            Form S-4 (Registration No. 3311990), filed with the Commission 
            and incorporated herein by reference. 

4.22        Amendment Number One to the Warrant Agreement described in 4.19
            above, dated effective July 1, 1988, filed as Exhibit 4.29 to 
            the Company's annual report on Form 10-K for the fiscal year 
            ended December 31, 1988, and incorporated herein by reference. 

4.23        Form of Warrant Agreement between the Company and American Stock
            Transfer & Trust Company, as Warrant Agent, relating to the ESI 
            1993 Callable Warrants, filed as Exhibit 4.3 to the Company's 
            Registration Statement on Form 10 filed with the SEC on February 
            22, 1993, and incorporated herein by reference. 

<PAGE>

4.24        Form of Pairing Agreement between the Company and Contempri
            Homes, Inc., relating to the pairing as a unit of the Company's 
            1993 Callable Warrant and the Common Stock of Contempri Homes, 
            Inc. (a former subsidiary of the Company), filed as exhibit 4.4 
            to the Company's Registration Statement on Form 10 filed with 
            the SEC on February 22, 1993, and incorporated herein by 
            reference. 

4.25        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. 

4.26        Letter Agreement dated April 25, 1994, between the Company and
            Congress Financial Corporation with respect to the repayment by 
            the Company to Congress Financial Corporation of certain 
            long-term indebtedness, filed as Exhibit 4.26 to the Company's
            annual report on Form 10-K for the fiscal year ended December 31,
            1994, and incorporated herein by reference. 

10.1        The Company's 1982 Incentive Stock Option Plan, filed as Exhibit
            10(c) to the Company's annual report on Form 10-K for the fiscal 
            year ended December 31, 1981, and incorporated herein by 
            reference.  

10.2        Form of Stock Option Agreement used to evidence options granted
            under the Company's 1982 Incentive Stock Option Plan, filed as 
            Exhibit 10(d) to the Company's annual report on Form 10-K for 
            the fiscal year ended December 31, 1981, and incorporated herein 
            by reference. 

10.3        Amendment Number One to the Company's 1982 Incentive Stock Option
            Plan as adopted by the Company's Board of Directors effective 
            May 1, 1987, filed as Exhibit 10.3 to the Company's annual report 
            on Form 10-K for the fiscal year ended December 31, 1987, and 
            incorporated herein by reference. 

10.4        Amendment Number Two to the Company's 1982 Incentive Stock Option
            Plan as adopted by the Company's Board of Directors effective 
            December 2, 1987, filed as Exhibit 10.4 to the Company's annual 
            report on Form 10-K for the fiscal year ended December 31, 1987, 
            and incorporated herein by reference. 

10.5        The Company's 1986 Non-Qualified Stock Option Plan, filed as
            Exhibit 10.35 to the Company's annual report on Form 10-K for the 
            fiscal year ended December 31, 1986, and incorporated herein by 
            reference. 

<PAGE>

10.6        Form of Non-Qualified Stock Option used to evidence options
            granted under the Company's 1986 Non-Qualified Stock Option Plan, 
            filed as exhibit 10.36 to the Company's annual report on Form 
            10-K for the fiscal year ended December 31, 1986, and 
            incorporated herein by reference. 

10.7        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. 

10.8        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. 

10.9        Form of Amended Stock Purchase Warrant dated November 29, 1988,
            for 222,841 shares of the Company's Class A Common Stock by Omer 
            G. Kropf, filed as Exhibit 10.12 to the Company's annual report 
            on Form 10-K for the fiscal year ended December 31, 1988, and 
            incorporated herein by reference. 

10.10       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. 

10.11       Form of Demand Promissory Note dated September 28, 1988, in the
            principal amount of $2,940,000 from the Company, and relating to 
            the Agreement described 10.10 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. 

10.12       Intercreditor Agreement dated as of December 31, 1991, among
            General Motors Acceptance Corporation and Congress Financial 
            Corporation, and relating to the Agreement described in 10.10 
            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. 

<PAGE>

10.13       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. 

10.14       Release of security interest from Ford Motor Credit Corporation
            dated December 26, 1991, addressed to Congress Financial 
            Corporation, and relating to the Agreements described in 10.13 
            above, filed as Exhibit 10.16 to the Company's annual report on 
            Form 10-K for the year ended December 31, 1991, and incorporated 
            herein by reference. 

10.15       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. 

10.16       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. 

10.17       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. 

10.18       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. 

10.19       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. 

<PAGE>

10.20       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. 

10.21       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. 

10.22       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. 

10.23       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. 

10.24       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 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,
                                         1995      1994      1993
PRIMARY
     
     Average shares outstanding          8,160     7,978     7,422

     Net effect of dilutive stock
       options and warrants - based
       on the treasury stock method
       using average market price          420       165       128
     
     Dilutive effect of subordinated
       convertible notes                    14        --        --

             TOTAL                       8,594     8,143     7,550 

     Net income                        $ 7,240   $ 5,473   $ 4,268

     Earnings per share                $   .84   $   .67   $   .56


FULLY DILUTED 

     Average shares outstanding          8,160     7,978     7,422

     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                490       166       135

     Dilutive effect of subordinated
       convertible notes                   611       612     1,117
   
             TOTAL                       9,261     8,756     8,674

     Net income                        $ 7,240   $ 5,473   $ 4,268

     Interest expense reduction due
       to assumed conversion of 
       subordinated convertible
       notes - net of tax                  131       127       146

     Net income as adjusted            $ 7,371   $ 5,600   $ 4,414

     Earnings per share                $   .80   $   .64   $   .51


<PAGE>

                                                     Exhibit 21.1

Subsidiaries of the Company

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


<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 26, 
1996, on our audits of the consolidated financial statements and financial 
statement schedule of Supreme Industries, Inc. and subsidiaries as of 
December 31, 1995 and 1994, and for each of the three years in the period 
ended December 31, 1995 which reports are included in this Annual Report on 
Form 10-K.



                                                COOPERS & LYBRAND L.L.P.


South Bend, Indiana
March 27, 1996