FORM 10-Q

                          SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C.  20549

                      Quarterly Report Under Section 13 or 15(d)
                        of the Securities Exchange Act of 1934


 For Quarter Ended April 30, 1997                    Commission    
                                                     file number 2-31520



                              KIT MANUFACTURING COMPANY
                              -------------------------
                (Exact name of registrant as specified in its charter)



          California                                        95-1525261      
          ----------                                        ----------         
          (State or other jurisdiction of               (I.R.S. Employer
          incorporation or organization)             Identification No.)


          530 East Wardlow Road,P.O. Box 848,Long Beach,California    90801
          --------------------------------------------------------    -----
              (Address of principal executive offices)           (Zip Code)



          Registrant's telephone number, including area code (562) 595-7451 
                                                             --------------     



               Indicate  by check mark whether the registrant (1) has filed
          all  reports  required  to be filed by Section 13 or 15(d) of the
          Securities  Exchange  Act  of 1934 during the preceding 12 months
          (or  for  such shorter period that the registrant was required to
          file  such  reports),  and  (2)  has  been subject to such filing
          requirements for the past 90 days.  Yes   X  .  No       .

                        APPLICABLE ONLY TO CORPORATE ISSUERS:

          Indicate the number of shares outstanding of each of the issuer s
          classes of common stock, as of the close of the period covered by
          this  report.    Common  Stock  (no  par value), 1,110,934 shares
          outstanding as of April 30, 1997.

                             Index to Exhibits - Page 11

                                    1 of 11 Pages
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                                       PART I               

                                FINANCIAL INFORMATION           









































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<PAGE>
<TABLE>
                                   
                                       STATEMENTS OF INCOME
                          (Dollars in Thousands Except Per Share Amounts)

                                            (Unaudited)


<CAPTION>
                                        Three Months Ended       Six Months Ended
                                            April 30,               April 30,
                                         1997        1996        1997        1996


   <S>                                   <C>        <C>        <C>         <C>
   Sales                                 $23,134    $28,679    $39,723     $46,650


   Costs and
          Cost of sales                   22,108     25,229     37,365      41,246
          Selling, general and
             administrative                2,198      2,585      4,085       4,527
                                          ------     ------     ------      ------                  
                                          24,306     27,814     41,450      45,773

   Operating (loss)                      (1,172)        865    (1,727)         877

   Other expense:
       Interest expense, net                (77)       (26)       (68)        (26)
                                          -----        -----    -----        -----

   (Loss) income before income taxes      (1,249)        839    (1,795)         851

   (Benefit) provision for income taxes

          (Note A)                         (512)         336      (736)         340
                                           -----        -----    -----         -----  

   Net (loss) income                      ($737)        $503    ($1,059)        $511
                                          ======       ======    ======         =====
   Shares outstanding       

          (Note B)                      1,110,934   1,110,934    1,110,934     1,110,934
                                        =========   =========    =========     =========   

   Net (loss) income per share   
          (Note B)                       ($0.66)      $0.45    ($0.95)       $0.46
                                         =======      =====     =====         ===== 

   Dividends per share               $      -     $      -    $    -       $    - 



</TABLE>




      The accompanying notes are an integral part of these financial statements
                                         -3-
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<TABLE>


                          KIT MANUFACTURING COMPANY
                                BALANCE SHEETS
                            (Dollars in thousands)

<CAPTION> 
                                                               April    October
                                                                 1997       1996
                                                              (Unaudited)
   ASSETS                                                      
          <S>                                                    <C>        <C>
          Cash and cash                                          $2,821     $2,281
          Accounts receivable, net                                6,332      8,026
          Inventories:
              Raw                                                 3,937      3,424
              Work in process                                       927      1,234
              Finished goods                                      2,805      2,511
                                                                  -----      -----
                Total inventories                                 7,669      7,169

          Prepaids and deferred income                            1,292      1,241
          Income taxes receivable                                   736          -
                                                                 ------     ------
                Total current assets                             18,850     18,717
          Property, plant and                                     6,951      6,319
          Other assets                                               57        103
                                                                 ------     ------
                Total assets                                    $25,858    $25,139
                                                                 ======     ======

   LIABILITIES AND SHAREHOLDERS'
          Note payable to bank                                   $4,478          -
          Accounts payable                                        2,839     $3,685
          Accrued payroll and related                             1,462      2,256
          Accrued marketing programs                                972      1,104
          Accrued expenses                                          760      1,664
          Income taxes payable                                        -         24
                                                                 ------      -----
                Total current                                    10,511      8,733
          Deferred income taxes                                   1,469      1,469
                                                                 ------     ------
                Total liabilities                                11,980     10,202

          Commitments and contingencies


          Shareholders' equity
          Common stock and additional paid-in capital,
              issued and outstanding 1,110,934                    1,592      1,592
          Retained earnings:
             Balance at beginning of period                      13,345     11,914
             Net (loss) income for                              (1,059)      1,431
                                                                 ------     ------
             Balance at end of period                            12,286     13,345
                  Total shareholders' equity                     13,878     14,937
                                                                 ------     ------
          Total liabilities and shareholders' equity            $25,858    $25,139
                                                                 ======     ======

</TABLE>



      The accompanying notes are an integral part of these financial statements
                                         -4-
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<TABLE>
      
                         KIT MANUFACTURING COMPANY
                          STATEMENTS OF CASH FLOWS
                           (Dollars in thousands)
                                 (Unaudited)
<CAPTION>
                                                            For the six months ended
                                                                    April 30,
                                                                1997       1996
   Cash flows from operating activities:
           <S>                                                 <C>        <C>
           Cash received from customers                        $41,417    $46,149
           Interest received                                        37         14
                                                                ------     ------
           Cash received from operations                        41,454     46,163
                                                                ------     ------ 
           Cash paid to suppliers and employees                 44,288     46,114
           Interest paid                                           106         41
           Income taxes paid                                        35        317
                                                                ------     ------
           Cash disbursed for operations                        44,429     46,472
                                                                ------     ------
   Net cash used in operating activities                        (2,975)      (309)   
                                                                 -----      -----
   Cash flows from investing activities:
          Purchase of property, plant and equipment              (866)      (135)
          Changes in other current and non-current assets         (98)         28
                                                                 -----       ----
   Net cash used in investing activities                         (964)      (107)
                                                                 -----       ----
  Cash flows from financing activities:
           Proceeds from line-of-credit borrowings               9,280      1,400
           Principal payments on line-of-credit borrowings      (4,801)      (400)
                                                                 -----      -----
   Net cash provided by financing activities                     4,479      1,000
                                                                 -----      -----
   Net increase in cash                                            540        584 
   Cash at beginning of year                                     2,281      2,218
                                                                 -----      -----
   Cash at end of period                                        $2,821     $2,802 
                                                                 =====      =====

  Reconciliation of net income to net cash used in
   Net (loss)                                                   ($1,059)     $511

  Adjustments to reconcile net income to net cash used 
  in operating activities:
   Depreciation                                                    336        332
   Decrease (increase) in accounts                               1,694      (502)
   Increase in inventories                                       (499)    (1,948)
   (Decrease) increase  in accounts payable and                 (2,676      1,275
   (Decrease) increase in income taxes                           (771)         23
                                                                ------      -----
   Net cash used in operating activities                        ($2,975)    ($309)   
                                                                =======     ======

</TABLE>
       The accompanying notes are an integral part of these financial statements
                                          -5-
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                              KIT MANUFACTURING COMPANY
                        NOTES TO CONDENSED FINANCIAL STATEMENTS      
                                      (Unaudited)


      Note A -  The  benefit  or  provision  for  income taxes is calculated  
      using the Company's estimated annual effective tax rate.

      Note B -  Per  share  amounts are based on the weighted average number 
      of  common shares outstanding.  Common stock equivalents have not been
      included  in  the  computations  because  their  effect  would  not be
      dilutive.

      Note C -  During  the  period  reported  on,  there  were  no sales of 
      securities.

      Note D -  In the opinion of management, all material adjustments which 
      are  necessary  for a fair statement of financial position, results of
      operations  and  cash  flows  have  been  included  in these financial
      statements.

      Note E -  The  results of the period are not necessarily indicative of 
      annual results due to seasonality of the business.

      Note F -  Financial information contained herein is unaudited.  

      Note G -  The  Company  is  contingently  liable  to various financial
      institutions  on  repurchase  agreements  in connection with wholesale
      inventory  financing.    In  general,  inventory is repurchased by the
      Company upon default by a dealer with a financing institution and then
      resold through normal distribution channels.  In addition, the Company
      is contingently liable to financial institutions for letters of credit
      w h i c h  were  established  to  satisfy  the  self-insured  workers'
      compensation  regulations  of the states in which the Company conducts
      manufacturing operations.

      Management does not expect that losses, if any, from the contingencies
      described  above  will  be  of  material  importance  to the financial
      condition or earnings of the Company.

      Note  H  -In  February  1997, the Financial Accounting Standards Board
      issued  Statement of Financial Accounting Standards No.  128, Earnings
      Per  Share.    FAS  128  specifies  the computation, presentation, and
      disclosure  requirements  for EPS.  FAS 128 is effective for financial
      statements   issued  for  periods  ending  after  December  15,  1997,
      including interim periods.  Management has assessed that the impact of
      adopting this standard will have no effect on EPS.













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                               KIT MANUFACTURING COMPANY               
              Management's Discussion and Analysis of Financial Condition
                               and Results of Operations

        FINANCIAL CONDITION -APRIL 30, 1997 COMPARED TO OCTOBER 31, 1996

        Under  second  quarter  market  conditions,  the  Company continued to
        borrow  on  its line of credit to maintain inventory levels to provide
        for  the  anticipated  second  quarter  sales.   The Company's working
        capital  decreased  $1,645,000  due  primarily  to an increase in note
        payable  to  bank.   The current ratio was 1.8:1 at April 30, 1997 and
        2.1:1 at October 31, 1996.

        The  Company's  liquidity  position  as reflected in the current ratio
        described  above,  capital resources, including excess plant capacity,
        working  capital, and line of credit, are considered to be adequate to
        provide for near term anticipated growth.




        RESULTS  OF  OPERATIONS  -  QUARTER  ENDED  APRIL 30, 1997 COMPARED TO
        QUARTER ENDED APRIL 30, 1996

        Total  sales  for the quarter ended April 30, 1997 were $23,134,000, a
        19  percent decrease from sales of $28,679,000 for the same quarter of
        the  prior  year.   The increase consisted of a 26 percent decrease in
        r e creational  vehicle  sales  and  an  increase  of  15  percent  in
        manufactured housing sales.  RV sales saw an decrease as a result of a
        slowing  in  retail  market  conditions  due  to severely poor weather
        conditions  in our market areas. Manufactured housing is continuing to
        experience  the  results of a general resurgence in the housing market
        in our sales territories.

        Cost  of sales decreased 12 percent from the same quarter of the prior
        year  due primarily to the decline in sales but increased 8 percent as
        a  percent  of  sales. The decrease in gross profit margins is chiefly
        attributed  to  a  temporary  increase  in  production  costs due to a
        consolidation of the recreational vehicle plants in Caldwell, Idaho.

        Selling, general and administrative expenses decreased 15 percent over
        the same quarter of the prior year and rose less than one percent as a
        percent  of  sales.  The  decrease was due to an decrease in marketing
        costs.

        Net  interest expense increased nearly two times over the same quarter
        in  the  prior  fiscal  year.  This was a consequence of a significant
        increase in the average net short-term borrowings.

        The  net  loss  from  for  the  three  months ended April 30, 1997 was
        $737,000,  or  $0.66 per share, compared to net income of $503,000, or
        $0.45 per share, for the same quarter of the prior year.

                                            







                                          -7-
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                               KIT MANUFACTURING COMPANY              
              Management's Discussion and Analysis of Financial Condition
                               and Results of Operations

        RESULTS OF OPERATIONS - SIX MONTHS ENDED APRIL 30, 1997 COMPARED TO
        SIX MONTHS ENDED APRIL 30, 1996

        Total  sales for the six months ended April 30, 1997 were $39,723,000,
        a  15  percent decrease from sales of $46,650,000 for the same quarter
        of the prior year. The decrease consisted of  a 24 percent decrease in
        recreational  vehicle  sales and a 25 percent increase in manufactured
        housing  sales.    RV  sales  both in the Midwestern and Western sales
        regions  saw  a  decrease  as  a  result  of  a significant decline in
        consumer  demand  due  to  the  severe winter and early spring weather
        conditions.  The  manufactured  housing sales increase was chiefly the
        result  of a rise in consumer demand for manufactured homes as well as
        an increase in the number of dealers in our retail network.

        Cost  of  sales  decreased 9 percent from the same period of the prior
        year  due  to the 15 percent decrease in sales volume, but increased 6
        percent  as a percent of sales. The decline in gross profit margins is
        chiefly attributable to a temporary increase in production costs which
        are the result of a consolidation of the RV plants in Caldwell, Idaho.
        The  restructuring  was done to allow for the manufacture of all lines
        o f   the  recreational  vehicle  products  in  one  location  thereby
        increasing operational control and production efficiency.

        Selling, general and administrative expenses decreased 10 percent over
        the  same period of the prior year but rose less than one percent as a
        percent  of  sales.  The  decrease  was  primarily due to decreases in
        marketing costs.

        Net  interest expense increased 160 percent. This was a consequence of
        a significant increase in the average net short-term borrowing.

        The  net  loss for the six months ended April 30, 1997 was $1,059,000,
        or  $.95  per  share, compared to net income of $511,000, or $0.46 per
        share, for the same period of the prior year.
                                           
        In  February  1997,  the  Financial  Accounting Standards Board issued
        Statement  of  Financial  Accounting  Standards No.  128, Earnings Per
        S h are.    FAS  128  specifies  the  computation,  presentation,  and
        disclosure  requirements  for EPS.  FAS 128 is effective for financial
        statements   issued  for  periods  ending  after  December  15,  1997,
        including  interim periods. Management has assessed that the impact of
        adopting this standard will have no effect on EPS.












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<PAGE>
                                      PART II                   

                                   OTHER INFORMATION


                                      Item 6 (a).

                           See Index to Exhibits on page 11.


                                      Item 6 (b).

         Form 8-K was not required to be filed during the quarter ended April
                                       30, 1997.




























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        Pursuant to the requirements of the Securities Exchange Act of 1934,

        the registrant has duly caused this report to be signed on its behalf

        by the undersigned thereunto duly authorized.



                                                KIT MANUFACTURING COMPANY      
          
                                                      (Registrant)



        DATE  June 2, 1997            /s/ Dan Pocapalia  
                                                                               
                   
                                      Dan Pocapalia
                                      Chairman of the Board,
                                      Chief Executive Officer and President
                                      (Principal Executive Officer)































                                           

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                               KIT MANUFACTURING COMPANY
                                   INDEX TO EXHIBITS


        Item:
             
             (27) Financial Data Schedule











































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