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 January 31, 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 January 31, 1997.

                                           



                             Index to Exhibits - Page 10

                                    1 of 10 Pages

<PAGE>


                                       PART I               

                                FINANCIAL INFORMATION           




























                                           



                                        - 2 -
<PAGE>
<TABLE>


                                      KIT Manufacturing Company     
                                        STATEMENTS OF INCOME
                           (Dollars in Thousands Except Per Share Amounts)

                                             (Unaudited)

<CAPTION>

                                        Three Months Ended
                                            January 31,       





                                         1997         1996

   <S>                                   <C>          <C>
   Sales                                 $16,589      $17,971  



          Cost of sales                   15,257       16,017

          Selling, general and
             administrative                1,887        1,943
                                          17,144       17,960


   Operating (loss)                        (555)           11


   Other income
       Interest income, net                    9            -


   (Loss) income before income             (546)           11

   (Benefit) provision for

          (Note A)                         (224)            4


   Net (loss) income                      ($322)           $7 


   Shares outstanding       
          (Note B)                         1,110,934       1,110,934


   Net (loss) income per share   
          (Note B)                       ($0.29)        $0.01


   Dividends per share                $      -     $      -


</TABLE>





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

<TABLE>
                       KIT MANUFACTURING COMPANY             
                             BALANCE SHEETS
                         (Dollars in thousands)
<CAPTION>
                                                           January 31,    October
                                                               1997         1996
                                                          (Unaudited)
   ASSETS                                                  
          <S>                                                 <C>         <C>
          Cash and cash                                         $2,415      $2,281
          Accounts receivable, net                               4,908       8,026
          Inventories:
              Raw materials                                      3,650       3,424
              Work in process                                    1,162       1,234
              Finished goods                                     5,751       2,511
                Total inventories                               10,563       7,169
          Prepaids and deferred income                           1,806       1,241

                Total current assets                            19,692      18,717

          Property, plant and equipment, net                     6,673       6,319
          Other assets                                             107         103

                Total assets                                   $26,472     $25,139


   LIABILITIES AND SHAREHOLDERS' EQUITY

          Note payable to bank                                  $3,300
          Accounts payable                                       3,458      $3,685
          Accrued payroll and related                            1,231       2,256
          Accrued marketing programs                             1,383       1,104
          Accrued expenses                                       1,016       1,664
          Income taxes payable                                                  24
                Total current liabilities                       10,388       8,733

          Deferred income taxes                                  1,469       1,469

                Total liabilities                               11,857      10,202

          Commitments and contingencies

          Shareholders' equity

          Common stock and additional paid-in capital,
              issued and outstanding 1,110,934 shares            1,592       1,592
          Retained earnings:
             Balance at beginning of period                     13,345      11,914
             Net (loss) income for                               (322)       1,431
             Balance at end of period                           13,023      13,345

                  Total shareholders' equity                    14,615      14,937

          Total liabilities and shareholders' equity           $26,472     $25,139


</TABLE>




      The accompanying notes are an integral part of these financial statements

                                         -4-
<PAGE>

<TABLE>
                       KIT MANUFACTURING COMPANY               
                        STATEMENTS OF CASH FLOWS
                         (Dollars in thousands)
<CAPTION>
                              (Unaudited)
                                                              For the 3 months
                                                            1997           1996

  Cash flows from operating activities:
           <S>                                               <C>           <C>
           Cash received from customers                      $19,708       $19,186
           Interest received                                      15             6
           Cash received from operations                      19,723        19,192

           Cash paid to suppliers and employees               21,990        20,633
           Interest paid                                           7             7
           Income taxes paid                                      35           190
           Cash disbursed for operations                      22,032        20,830


   Net cash used in operating activities                     (2,309)       (1,638)   Net cash used in operating activities


 Cash flows from investing activities:
          Purchase of property, plant and equipment            (699)         (110)
          Changes in other current and non-current             (158)         (219)

   Net cash used in investing activities                       (857)         (329)

 Cash flows from financing activities:
           Proceeds from line-of-credit borrowings             3,300         1,200
   Net cash provided by financing activities                   3,300         1,200

   Net increase (decrease) in cash                               134         (767)

   Cash at beginning of year                                   2,281         2,218
   Cash at end of period                                      $2,415        $1,451   Cash at end of period

 Reconciliation of net (loss) income to net cash used in operating activities:

   Net (loss) income                                           ($322)            $7

 Adjustments to reconcile net (loss) income to net cash used in
 operating activities

   Depreciation                                                  169           169
   Decrease  in accounts receivable                            3,118         1,215
   Increase in inventories                                   (3,394)       (2,023)
   Decrease  in accounts payable and accrued                 (1,621)         (820)
   Decrease in income taxes payable                            (259)         (186)

   Net cash used in operating activities                    ($2,309)      ($1,638)   Net cash used in operating activities

</TABLE>


      The accompanying notes are an integral part of these financial statements


                                         -5-
<PAGE>

                               KIT MANUFACTURING COMPANY               
                        NOTES TO CONDENSED FINANCIAL STATEMENTS
                                      (Unaudited)


   Note A -  The provision or benefit 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 which 
   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.









                                   







                                        -  6 -
<PAGE>


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

        FINANCIAL CONDITION - JANUARY 31, 1997 COMPARED TO OCTOBER 31, 1996

        Under  first  quarter  market  conditions, the Company borrowed on its
        line  of  credit to increase its inventories to prepare for the spring
        selling  season.  The Company's working capital decreased $680,000 due
        to the decrease in accounts receivable because of the decline in sales
        during  the first quarter.  The current ratio was 1.9:1 at January 31,
        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 JANUARY 31, 1997 COMPARED TO
        QUARTER ENDED JANUARY 31, 1996

        Total  sales  for the quarter ended January 31, 1997 were $16,589,000,
        an  8%  decrease from sales of $17,971,000 for the same quarter of the
        prior  year.  The decrease consisted of a 37% increase in manufactured
        housing  sales  and  a 20% decrease in recreational vehicle sales.  RV
        sales   saw  a  decrease  as  a  result  of  dealers  adjusting  their
        inventories  because  of a significant slowdown in retail activity due
        to  extremely bad weather conditions in the Northwestern sales region.
        In addition, because of the increase in competitive market conditions,
        p r i ce  reductions  were  implemented.  Manufactured  housing  sales
        increased  due  to  increased  marketing  efforts and more competitive
        product  pricing.  Also, this division s sales were favorably impacted
        by  a  wider range of product offerings and an overall increase in the
        dealer base.

        Cost of sales decreased 5% from the same quarter of the prior year due
        primarily  to  the  decline  in  sales  volume,  but increased 3% as a
        percent  of sales. The decline in gross profit margins compared to the
        first  quarter  of  fiscal  1996  is chiefly attributed to competitive
        pricing moves in both the RV and manufactured housing divisions.

        Selling,  general  and  administrative  expenses decreased 3% over the
        same  quarter of the prior year and rose 1% as a percent of sales. The
        increase was due to increases in marketing costs.

        Net interest income for the current quarter increased in comparison to
        net interest expense in the same quarter of the prior year. This was a
        consequence of an increase in the average net short-term investments.

        The net loss for the three months ended January 31, 1997 was $322,000,
        or  $0.29  per  share,  compared  to net income of $7,000, or $0.1 per
        share, for the same quarter of the prior year.






                                          -7-
<PAGE>

                                      PART II               

                                   OTHER INFORMATION


                                      Item 6 (a).

                           See Index to Exhibits on page 10.


                                      Item 6 (b).




        Form 8-K was not required to be filed during the quarter ended January
                                       31, 1997.















                                         - 8 -
<PAGE>




        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 2/28/97                  /s/ Dan Pocapalia                       
                                      Dan Pocapalia
                                      Chairman of the Board,
                                      Chief Executive Officer and President
                                      (Principal Executive Officer)





        DATE 2/28/97                  /s/ Dale J.  Gonzalez   
                                      Dale J. Gonzalez
                                      Senior Vice President and Treasurer
                                 (Principal Financial and Accounting Officer)
















                                         - 9 -
<PAGE>

                               KIT MANUFACTURING COMPANY
                                   INDEX TO EXHIBITS


        Item:
             
             (27) Financial Data Schedule


















                                        - 10 -
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