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, 1998.
                                     or
  [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OF 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             46528
       (Address of principal executive offices)                  (Zip Code)

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

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

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

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

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

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

The aggregate market value of the voting stock held by non-affiliates of the 
registrant at February 26, 1999: $71,347,493

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

        Class                             Outstanding at February 26, 1999
Class A Common Stock ($.10 Par Value)              9,819,305 shares
Class B Common Stock ($.10 Par Value)              1,682,328 shares

                    Documents Incorporated by Reference

                                        Parts of Form 10-K Into Which the
       Document                         Document is Incorporated
Portions of the Proxy Statement   								
  for Annual Meeting of Shareholders
  to be held on April 29, 1999          Part III

The Index to Exhibits is on page ___ in the sequential numbering system.  
Total pages ___
                                Page 1 of 106
                                   PART I
ITEM 1.   BUSINESS.
History
Supreme Industries, Inc., a Delaware Corporation, formerly ESI Industries, 
Inc. (the "Company") is one of the nation's leading manufacturers of 
specialized vehicles, including truck bodies and shuttle buses.  The Company 
was incorporated in 1979 and originally had one operating subsidiary TGC 
Industries, Inc., which was spun-off to stockholders of the Company effective 
July 31, 1986.

Supreme Corporation, the Company's wholly-owned operating subsidiary, was 
formed in January 1984 to acquire a company engaged in the business of 
manufacturing, selling and repairing specialized truck bodies, shuttle buses
and related equipment.

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

During 1998 the Company reached the decision to close two operating 
facilities.  The paratransit van line acquired in March 1996 never reached 
the volumes anticipated.  In addition, as a result of the damage to the 
Honduran infrastructure caused by Hurricane Mitch, the Company decided to 
close its hardwood flooring operation in Honduras.  Neither closing will have 
a continuing unfavorable effect on the Company's operations.  

Financial Information About Operating Segments
The Company has two operating segments, specialized vehicles and vertically 
integrated fiberglass products.  The vertically integrated fiberglass 
products segment does not meet the qualifications thresholds for separate 
disclosure.

General Description of the Company's Business
The specialized vehicle industry consists of companies that manufacturer 
and/or distribute specialized truck bodies and shuttle buses.  Depending on 
the product, it is either built directly on a truck chassis or built 
separately and installed at a later date.  The truck chassis, which consists 
of an engine, frame with wheels, and in some cases a cab, is manufactured by 
third parties who are 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 $80,000.  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 the 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 truck-trailers.  The following is a 
brief summary of Supreme's products:
                                Page 2 of 106
Van bodies.  Supreme's van bodies are typically fabricated up to 28 feet in 
length with pre painted 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.

Iner-City (trademark) cutaway van bodies.  Aluminum or FRP cutaway van bodies 
are manufactured on cutaway chassis which are available with 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 and enhances the clean-up process.

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

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

Armored Trucks.  Supreme's armored trucks are built to customer 
specifications in either aluminum, galvaneal or stainless steel.
                                Page 3 of 106
StarTrans (trademark) shuttle buses.  The StarTrans (trademark) shuttle buses 
have seating capacities for 12 to 29 people and are offered with a variety of 
seating arrangements and with options such as wheelchair lifts, custom 
interiors, and special exterior paint schemes.  The shuttle bus line features 
an improved aerodynamic exterior design and is intended for use by hotels, 
nursing homes, car leasing companies, and airport-related users.

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

StarTrans (trademark) Trolleys.  Supreme's StarTrans (trademark) trolley line 
is similiar in size to the mid-size bus line but resembles a San Francisco 
trolley car.  It is marketed to resort areas, theme parks and cities desiring 
unique transportation vehicles.

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

Stake bodies.  Stake bodies are flatbeds with various configurations of 
removable sides. The stake body is utilized for a broad range of agricultural 
transportation needs.

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

Some examples of specialized vehicles 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 vehicles.  
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 and Ligonier 
Indiana; Griffin, Georgia; Cleburne, Texas; Moreno Valley, California; 
Jonestown, Pennsylvania and Wilson, North Carolina.  Supreme's management
estimates that the capacity utilization of its plants and equipment range 
from 50% to 90% of capacity when annualized on a one-shift basis.  During the 
first and second quarter several of the Company's plants operate at 100% 
capacity to meet fleet requirements.
                                Page 4 of 106
Supreme builds specialized truck bodies and installs other equipment on truck 
chassis, most of which are provided by bailment pool arrangements or are 
owned by dealers or end-users.  These truck bodies are built on an assembly 
line from engineered structural components, such as floors, roofs, and wall 
panels.  These components are manufactured from Supreme's proprietary designs 
and are installed on the truck chassis.  Supreme then installs optional 
equipment and applies any special finishes that the customer has specified.  
At each step of the manufacturing and installation process, Supreme conducts 
quality control procedures to insure that the products meet its customers' 
specifications.   Supreme's products are generally produced to firm orders 
and are designed and engineered by Supreme.  Order levels will vary depending 
upon price, competition, prevailing economic conditions and other factors.

Supreme has designed and built its own fabricating equipment for many of its 
manufacturing processes.  Supreme has its own fiberglass manufacturing 
facilities that process and assemble the Fiberglass Reinforced Panel ("FRP") 
and other fiberglass products as required.  The Company's patented Fiberglass 
Reinforced Panel ("FRP") manufacturing facility is operating on a two shift 
basis.  The Company's strong internal demand for FRP will utilize all of the 
facility's capacity through the second quarter of 1999.  The Company will 
begin marketing excess capacity from the FRP facility to other companies in 
the transportation industry during the latter half of 1999.  The Company also 
plans to explore developing new products and applications for use in other 
industries.

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 generally does not purchase vehicle chassis for its inventory.  
Supreme accepts shipment of vehicle chassis owned by dealers or end-users, 
for the purpose of installing and/or manufacturing its specialized truck 
bodies and buses 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 chassis, Supreme's level of 
manufacturing could be substantially reduced.  The Company has established 
relationships with all major chassis manufacturers and in the event of a 
disruption in supply from one manufacturer the Company would attempt to 
divert its demand to the other manufacturer.  Approximately 20% of the 
chassis involved in Supreme's manufacturing have been secured through 
bailment or consignment agreements with three major chassis manufacturers 
that provide for truck chassis pools at each of Supreme's manufacturing 
facilities.  

Raw Materials
Supreme does not have any long-term raw material contracts and is dependent 
upon suppliers of lumber, fiberglass, aluminum and steel for its 
manufacturing.  However, there are several readily available sources for 
these raw materials.  Supreme's operations could be affected by labor 
disruptions at its raw material suppliers or freight carriers.
                                Page 5 of 106
Marketing
Supreme normally sells the vehicle and/or equipment that has been installed 
on the 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 37 bus 
distributors, 85 truck equipment distributors and 500 truck dealers.  
Management believes that this large distributor/dealer network, coupled with 
Supreme's geographically-dispersed plant and distribution 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 70 employees are engaged in direct sales.  Supreme engages in 
direct advertising in trade publications, trade shows and cooperative 
advertising campaigns with distributors.

Competition
Specialized vehicles 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 
manufacturing facilities and eight distribution centers.  Chassis 
manufacturers have not generally shown an interest in manufacturing 
specialized vehicles, including truck bodies and shuttle buses, because such 
manufacturers' highly-automated assembly line operations do not lend 
themselves to the efficient production of a wide variety of highly 
specialized vehicles with various options and equipment.

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

Working Capital
The Company utilizes its credit facilities to finance its accounts receivable 
and purchase inventories.  Pursuant to agreements with the holders of certain 
long-term indebtedness, the Company is required to maintain a minimum working 
capital of not less than $10 million.
                                Page 6 of 106
Major Customers
No single customer or group of customers under common control accounted for 
10% or more of the Company's revenues for each of the three years in the 
period ended December 31, 1998.  The Company's export sales are not 
significant.

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

Employees
As of December 31, 1998, the Company employed approximately 2,000 employees, 
none of whom are represented by a collective bargaining unit.  The Company 
considers its relations with its employees to be satisfactory.

Back Log
The Company's backlog of firm orders was $57.0 million at December 31, 1998 
compared to $52.0 million at December 31, 1997.

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.
                                Page 7 of 106
                                             Served as
                                             Executive          Positions With
Name, Age, and Business Experience         Officer Since            Company
Herbert M. Gardner, 59                         1979             Chairman of 
Senior Vice President of Janney                                 the Board, 
Montgomery Scott Inc., investment                               President
bankers, since 1978; Chairman of the 
Board of the Company since 1979 and 
President since 1993; Nu Horizons 
Electronics Corporation, Director, 
an electronic component distributor;
Transmedia Network, Inc., Director, 
a company that markets a charge card 
offering savings to the company's 
card members at participating 
restaurants and also provides savings 
on the purchase of certain other 
products and services; Hirsch 
International Corporation, Director, 
importer of computerized embroidery 
machines, supplies, and developer of 
embroidery machine application 
software and provider of other 
value-added services to the embroidery 
industry; TGC Industries, Inc., 
Director, a company engaged in the 
geophysical services industry; Inmark 
Enterprises, Inc., Director, a marketing 
and sales promotion company.	

Omer G. Kropf, 57                              1984             Executive
Executive Vice President of the Company                         Vice President
since August 1985; President and Chief 
Executive Officer of Supreme Corporation, 
a subsidiary of the Company, since January 
19, 1984.	
                                Page 8 of 106
                                             Served as         
                                             Executive          Positions With
Name, Age, and Business Experience         Officer Since            Company
William J. Barrett, 59                         1979             Secretary and
Senior Vice President of Janney                                 Assistant 
Montgomery Scott Inc., investment                               Treasurer
bankers, since 1976; Secretary and 
Assistant Treasurer of the Company 
and a Director since 1979; TGC 
Industries, Inc., a Director since 
1986, a geophysical services company; 
and Director American Country Holdings 
Company, Inc., a property and casualty 
insurance holding company with focus on 
transportation and hospitality markets.	

Robert W. Wilson, 54                            1990            Executive Vice
Treasurer, Executive Vice President,                            President,
and Chief Financial Officer of the                              Treasurer,
Company since December 1992; Vice                               Chief  
President of Finance of Supreme                                 Financial 
Corporation since 1988.                                         Officer, and
                                                                Assistant
                                                                Secretary
                                Page 9 of 106
ITEM 2.  PROPERTIES.
Set forth below is a brief summary of the properties which are owned or 
leased by the Registrant as of December 31, 1998.

                                 Square     Owned or            Operating
                                 Footage     Leased              Segment
Manufacturing of Products					
Goshen, Indiana                  198,556     Leased       Specialized Vehicles
Goshen, Indiana                  211,154      Owned       Specialized Vehicles
Elkhart, Indiana                  31,000     Leased       Specialized Vehicles
Jonestown, Pennsylvania          181,580      Owned       Specialized Vehicles
Wilson, North Carolina           113,694     Leased       Specialized Vehicles
Moreno Valley, California        100,147      Owned       Specialized Vehicles
Cleburne, Texas                  115,060      Owned       Specialized Vehicles
Griffin, Georgia                 102,795     Leased       Specialized Vehicles
                               ---------
                               1,053,986

Manufacturing of Component Parts
Goshen, Indiana                   57,570      Owned       Fiberglass Products
Ligonier, Indiana                 21,250      Owned       Fiberglass Products
                               ---------
                                  78,820
                               ---------

Distribution
St. Louis, Missouri               15,000     Leased       Specialized Vehicles
Houston, Texas                    12,841      Owned       Specialized Vehicles
Denver, Colorado                  12,500     Leased       Specialized Vehicles
Woonsocket, Rhode Island          10,720      Owned       Specialized Vehicles
San Antonio, Texas                 7,000      Owned       Specialized Vehicles
Louisville, Kentucky               6,664      Owned       Specialized Vehicles
Apopka, Florida                    5,196      Owned       Specialized Vehicles
Vallejo, California                8,400     Leased       Specialized Vehicles
                               ---------
                                  78,321
                               ---------
Total square footage           1,211,127
                               ---------   
                               ---------

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.  Such board members are herein referred 
to as the "Affiliated Lessors."

The Company's leases with the Affiliated Lessors will continue through 
July 25, 2000.  Supreme has the right to renew the leases for one additional
five-year period through July 25, 2005.
                                Page 10 of 106
Supreme has an option to purchase all of the properties leased to Supreme by 
the Affiliated Lessors  any time during the lease period or renewal period.  
The purchase price will be equal to the higher of: (a) $2,765,000; or (b) 
$2,765,000 times the figure obtained as a result of dividing (i) the Consumer 
Price Index for the month preceding the month during which the option is 
exercised, by (ii) the Consumer Price Index for June 1988.


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, 1998.


                                  PART II
ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED	
         STOCKHOLDER MATTERS.
The Company's Class A Common Stock is traded on the American Stock Exchange 
(ticker symbol  STS).  The number of record holders of the Class A Common 
Stock as of February 26, 1999 was approximately 423.  Due to the number of 
shares held in nominee or street name, it is likely that there are more than 
423 beneficial owners of the Company's Class A Common Stock.
                                Page 11 of 106
The Company's Class A Common Stock closed at $10.125 on the American Stock 
Exchange on February 26, 1999 on which date there were 9,819,305 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, 1998 were:

                                         1998                1997
                                    High      Low       High      Low
            1st Quarter            11 1/2   7 15/16    6 3/8     4 9/16
            2nd Quarter            14 3/8   10 13/16   7 3/8     5 5/8
            3rd Quarter            11 3/4   8 1/8      8 1/2     7 3/8
            4th Quarter            9 15/16  7 3/8      9 5/16    7 5/8

All of the 1,682,328 outstanding shares of the Company's Class B Common Stock 
were held by a total of 14 persons as of February 26, 1999.  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.

No cash dividends were paid in 1998 or 1997.  The Company paid two 5% stock 
dividends during 1997, one on May 19 and one on November 17 and two 5% stock 
dividends during 1998, one on June 1 and one on November 20.
                                Page 12 of 106
ITEM 6.  SELECTED FINANCIAL DATA.																
                                     For the Years Ended December 31,
Consolidated Income Statement 
Data:  (in millions, except 
per share amounts)
                         1998        1997        1996        1995        1994
  Net revenue          $ 223.7     $ 198.0     $ 159.9     $ 164.5     $ 137.3

  Net income               9.0 (a)     8.6         5.1         7.2         5.5

  Net income per 
    share:(b)	
      Basic earnings 
        per share          .79         .75         .46         .73         .56

      Diluted earnings 
        per share          .78         .74         .44         .66         .53

Consolidated Balance 
Sheet Data: (in millions)

  Working capital      $  39.3     $  30.4     $  23.4     $  23.1     $  20.0

  Total assets            94.1        85.9        68.8        62.4        57.6

  Long-term debt 
    (excluding current 
    maturities)           18.3        17.4        16.1        18.0        19.7

  Stockholders' equity    53.5        44.5        35.8        28.8        20.0

(a)  Net income for 1998 was reduced by a $1.3 million extraordinary loss 
     (see Note B of Notes to Consolidated Financial Statements).    
(b)  All per share amounts have been restated for all common stock 
     dividends paid.
                                Page 13 of 106
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS.
Comparison of 1998 with 1997
Revenues increased $25.8 million to $223.7 million for the year ended 
December 31, 1998 from $198.0 million for the year ended December 31, 1997.  
The Company experienced revenue growth at each of its manufacturing 
facilities.  Additionally, each of the Company's major product lines 
experienced growth when compared to 1997.  New product lines, including 
armored trucks, trolleys and Spartan service vans accounted for approximately 
50% of the revenue growth in 1998.  Actual units shipped increased 10% when 
compared to 1997.

The Company's gross profit percentage increased 1.0% to 17.6% for 1998 from 
16.6% in 1997.  The Company experienced slight percentage declines in raw 
material cost and overhead expenses while direct labor was unchanged as a 
percentage of revenues.

Selling, general and administrative expenses were $20.7 million or 9.2% of 
revenues in 1998 when compared to $17.2 million or 8.7% of revenues in 1997.
The $3.4 million increase was related to the increased revenues in 1998 as 
well as a substantial commitment by the Company to upgrade its information 
and operating systems.

Interest expense increased $.2 million to $1.6 million in 1998 from $1.4 
million in 1997.  The increase related to additional borrowings to finance 
the higher levels of accounts receivable and inventories as well as increased 
interest on the Company's chassis pools.  Both these increases are result of 
the increased revenues for 1998 when compared to 1997.

The Company's effective tax rate on income before extraordinary loss was 
39.4% in 1998 and 39.5% in 1997.

In the fourth quarter of 1998, the Company recognized a $1.3 million 
extraordinary loss, net of tax benefit, as a result of the closing of its 
Honduran hardwood flooring manufacturing facility.  Because of the damage to 
the Honduran roads and bridges caused by Hurricane Mitch, the Company was 
unable to cost effectively obtain raw materials for its hardwood flooring 
plant and export finished product to its U.S. plants.  The Company has 
obtained other sources of hardwood flooring at competitive prices.


Comparison of 1997 with 1996
Revenues for 1997 increased 23.8% to $198.0 million from $159.9 million in 
1996.  Each of the Company's manufacturing facilities recorded revenue 
increases over those recorded in 1996.  The strongest revenue increases were 
recorded at the Company's Goshen, Indiana and Jonestown, Pennsylvania 
manufacturing facilities.  Goshen is the Company's largest manufacturing 
facility and offers the broadest product lines as compared to the other 
locations that offer primarily dry freight or refrigerated product lines.  
Pennsylvania's increase can be attributed to the fact it operates in the 
largest market for the Company's products.  Overall sales of the Company's 
largest product line, dry freight vans, increased 21.3% over 1996.  The 
Company's StarTrans (trademark) line of shuttle and mid-size buses grew 28.2% 
over 1996. The Company's new product lines (armored trucks, trolley buses and 
service vans) contributed marginally to sales increases in 1997.
                                Page 14 of 106
The Company's gross profit percentage was relatively unchanged in 1997 when 
compared to 1996.  Both raw material and direct labor costs increased 
nominally in 1997 when compared to 1996.  Overhead expenses declined 1.5% as
a percentage of revenues compared to 1996, offsetting the increases in direct 
labor and materials.  The decline in overhead expenses is attributed to the 
fixed nature of certain expenses in the overhead pool that do not change 
proportionately when revenues increase as well as favorable variances between 
1997 and 1996 in general insurance, workers compensation and group insurance 
expenses.  Start-up and training costs associated with the Company's three 
new product lines contributed slightly to the increases in direct labor and 
overhead.  All are very labor intensive and also required an additional 
investment in raw material inventories.

Selling, general and administrative expenses were $17.2 million or 8.7% of 
revenue compared with $15.4 million or 9.7% of revenue in 1996.  The increase 
in selling, general and administrative expenses of $1.8 million can be 
directly attributed to the increased revenue of $38.1 million.  Employee 
related costs accounted for approximately 49% of the $1.8 million increase in 
1997 as compared to 1996.  The percentage decline of 1.0% to 8.7% in 1997 as 
compared to 9.7% in 1996 is attributed to those items in the selling, general 
and administrative category that do not change in response to changes in 
revenues. 

Interest expense declined $.1 million to $1.4 million in 1997 from $1.5 
million in 1996.  This decline resulted from less use of the Company's 
revolving credit facility during most of 1997 as compared to 1996, the 
pay-off of $1.0 million in real estate loans during 1997 and the reduction of 
$1.0 million in a term note.  Offsetting these reductions was a full year's 
interest on the Company's California facility purchased in April 1996.

The Company's effective income tax rate of 39.5% dropped 2.4% from the 
comparable rate of 41.9% in 1996.  The effective tax rate decreased as the 
result of research and experimentation tax credits in the current year and 
the fact that approximately 1% of 1996's effective tax rate was attributable 
to the loss experienced at the Honduran subsidiary which generated no tax 
benefit since the subsidiary operated in a government free zone.


Liquidity and Capital Resources
Cash flows from operations, availability under the Company's revolving credit 
line and a $7.0 million term loan were the major sources of funds for 
operations and capital expenditures during 1998.  Cash flows from operating 
activities were $5.1 million for the year ended December 31, 1998 compared to 
$4.7 million and $7.5 million for the years ended December 31, 1997 and 
December 31, 1996, respectively.  Income before extraordinary loss of $10.3 
million and depreciation and amortization of $3.0 million are the largest 
components of operating cash flow.  The increase in accounts receivable of 
$5.9 million during 1998 is primarily attributed to the increased revenues.  
Days sales outstanding were 43 at December 31, 1998 compared to 39 at 
December 31, 1997 and 38 at December 31, 1996.  The increase in 1998 was 
caused by large state contracts for the Company's bus products which 
typically take up to 60 days from invoice date to pay.  Inventories increased 
$1.0 million over 1997 and this increase is also attributed to the increased 
revenues in 1998.  The $6.7 million increase in accounts receivable and the 
$7.2 million increase in inventories in 1997 were directly related to 
increased revenues as well as the introduction of new product lines.  
The Company used operating cash flows to reduce accounts payable and other 
current liabilities in 1998, while in 1997 and 1996 operating cash flows were
reduced by the increases in accounts payable and other current liabilities.
                                Page 15 of 106
The Company invested $6.1 million in property, plant and equipment in 1998.  
The Company completed a 52,000 sq.ft. production facility at its Goshen, 
Indiana facility.  It also acquired approximately 28 acres adjoining its 
Goshen facility that is used for chassis parking and will also provide space 
for the Company's office facility to be completed in 1999.  During 1998, the 
Company also invested $600,000 in financial and operating software that is 
year 2000 compliant.  Additionally, the Company made investments at its 
Pennsylvania and Georgia manufacturing facilities that will provide 
additional capacity and more efficient production of the Company's product 
lines.

The major financing activities during the year were the use of the Company's 
revolving line of credit and a $7.0 million term loan that, through the use 
of a interest rate swap agreement, provides a fixed rate of 6.7%.  The 
Company amended its banking agreement on June 23, 1998 to increase its 
borrowing availability to $18.0 million for the period July 1 through January 
31 and to $25.0 million for the period February 1 through June 30 and to 
provide for covenants more favorable to the Company.  The credit agreement 
was further amended on September 30, 1998 to provide for the $7.0 million 
term loan.  The Company paid off mortgages totaling $833,000 during the year 
that were collateralized  by certain facilities in Goshen, Indiana; Houston, 
Texas; and Jonestown, Pennsylvania.

The Company realized proceeds of $.2 million in 1998 and $.1 million in 1997 
from the exercise of stock options.

In September 1998, the Board of Directors authorized the Company to 
repurchase up to 500,000 shares of Class A Common Stock in open market 
purchases or privately negotiated transactions through the close of business 
on February 26, 1999.  During 1998, the Company used $.3 million of cash for 
the acquisition of treasury stock.

The Company anticipates that available funds, together with anticipated cash
flows generated from future operations and amounts available under its 
revolving credit line will be sufficient to meet the Company's cash needs 
during 1999.


Year 2000
The Company began preparation for the year 2000 issues during 1996.  An 
independent consulting group was engaged to conduct a complete analysis of 
the Company's system and operating requirements.  After review and approval 
by management, this analysis formed the basis for a request for quotation 
that was sent to several major software providers.  The final decision was 
made on the strength of the manufacturing software combined with the quality 
and level of expertise the software provider could furnish.  

The total cost of the operating software and consulting fees is approximately 
$1,000,000.  In addition the Company has spent $200,000 on hardware upgrades.
                                Page 16 of 106
The Company's goal is not only to be able to process transactions in the year 
2000 but also to significantly improve its overall information systems.  When 
fully implemented the Company will have more detailed operating and financial 
information by facility, product line and customer.  For this purpose the 
project was divided into two phases.  Phase I provides year 2000 compliance 
and Phase II develops the system and procedures necessary to provide the more 
meaningful operating and financial information.  Phase II will be an ongoing 
project.

The Company has installed the new software on its main frame and has 
successfully implemented it at its fiberglass manufacturing facility.  The 
Company is in the process of implementing its remaining operating facilities 
and is scheduled to have all locations operating on the new software by 
September 1, 1999.  While the Company believes it will be fully 2000 
compliant utilizing the new software by September of 1999 it has developed a 
contingency plan that would enable the Company to remain on its existing 
software.

The Company's major suppliers have indicated that they are year 2000 
compliant.  The Company believes because of the nature of its raw materials 
and the multiple suppliers of raw materials, the Company will not have a 
problem obtaining raw materials to build its products.   The Company also 
believes there is not significant risk from the failure of its customers to 
become year 2000 compliant because of the large number of active accounts and 
the fact that no single account is more than 6% of revenues.


Pending Accounting Pronouncements
The Company does not believe the implementation of pending accounting 
pronouncements (see Note A of Notes to Consolidated Financial Statements) on 
or before the effective date will have a significant effect on the Company's 
financial reporting.


Forward-Looking Statements
This report contains forward-looking statements, other than historical facts, 
which reflect the view of the Company's management with respect to future 
events.  Such forward-looking statements are based on assumptions made by and 
information currently available to the Company's management.  Although 
management believes that the expectations reflected in such forward-looking 
statements are reasonable, it can give no assurance that the expectations 
reflected in such forward-looking statements are reasonable, such 
expectations will prove to have been correct.  Important factors that could 
cause actual results to differ materially from such expectations include, 
without limitation, limitations on the availability of chassis on which the 
Company's product is dependent, availability of raw materials and severe 
interest rate increases.  The forward-looking statements contained herein 
reflect the current views of the Company's management with respect to future 
events and are subject to those factors and other risks, uncertainties and 
assumptions relating to the operations, results of operations and financial 
position of the Company.  The Company assumes no obligation to update the 
forward-looking statements or to update the reasons actual results could 
differ from those contemplated by such forward-looking statements.
                                Page 17 of 106
ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In the normal course of business, operations of the Company are exposed to 
fluctuations in interest rates.  These fluctuations can vary the cost of 
investing, financing and operating.  The Company's primary risk exposure 
results from changes in short-term interest rates.  In an effort to manage 
risk exposures, the Company strives to achieve an acceptable balance between 
fixed and floating rate debt positions.  The Company's revolving line of 
credit is floating rate debt and bears interest at the bank's prime rate or 
LIBOR plus certain basis points depending on the pricing option selected and 
the Company's leverage ratio.  On September 30, 1998, the Company entered 
into an Interest Rate Swap Agreement (the "Swap Agreement") to reduce the 
impact of changes in interest rates on a newly issued $7 million bank term 
loan which bears interest at LIBOR plus certain basis points determined by 
the Company's leverage ratio (effective rate of 6.38% at December 31, 1998).  
The Swap Agreement is a contract to exchange floating rate for fixed rate 
interest payments over the life of the Swap Agreement, which coincides with 
the term of the related debt, without exchange of the underlying notional 
amounts.  The notional amounts of the Swap Agreement are used to measure 
interest to be paid or received and does not represent the amount of exposure 
of credit loss.  The differential paid or received under the Swap Agreement 
is recognized as an adjustment to interest expense.  As of December 31, 1998, 
under the Swap Agreement, the Company has exchanged $6.65 million notional 
amount of floating rate debt for a fixed rate of 6.7% through September 30, 
2003.  Based on the Company's overall interest rate exposure at December 31, 
1998, including floating rate debt and the interest rate swap, a hypothetical 
10 percent change in interest rates applied to the fair value of the 
financial instruments as of December 31, 1998, would have no material impact 
on earnings, cash flows or fair values of interest rate risk sensitive 
instruments over a one-year period.
                                Page 18 of 106
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Index to Financial Statements                                     Page

Financial Statements:
     Report of Independent Accountants                             20
     Consolidated Balance Sheets at December 31, 1998 and 1997     21
     Consolidated Statements of Income for the years ended 
       December 31, 1998, 1997 and 1996                            22
     Consolidated Statements of Stockholders' Equity for the
       years ended December 31, 1998, 1997 and 1996                23
     Condolidated Statements of Cash Flows for the years
       ended December 31, 1998, 1997 and 1996                      24
     Notes to Consolidated Financial Statements                 25 - 38

     Financial Statement Schedule:
       For each of the three years in the period ended
         December 31, 1998
     II - Valuation and Qualifying Accounts                        39

All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes thereto.
                                Page 19 of 106
REPORT OF INDEPENDENT ACCOUNTANTS

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

In our opinion, the consolidated financial statements listed in the 
accompanying index present fairly, in all material respects, the financial 
position of Supreme Industries, Inc. and its subsidiaries at December 31, 
1998 and 1997, and the results of their operations and their cash flows for 
each of the three years in the period ended December 31, 1998, in conformity 
with generally accepted accounting principles.  In addition, in our opinion, 
the financial statement schedule listed in the accompanying index presents 
fairly, in all material respects, the information set forth therein when read 
in conjunction with the related consolidated financial statements.  These 
financial statements and financial statement schedule are the responsibility 
of the Company's management; our responsibility is to express an opinion on 
these financial statements and financial statement schedule based on our 
audits.  We conducted our audits of these statements in accordance with 
generally accepted auditing standards which require that we plan and perform 
the audit to obtain reasonable assurance about whether the financial 
statements are free of material misstatement.  An audit includes examining, 
on a test basis, evidence supporting the amounts and disclosures in the 
financial statements, assessing the accounting principles used and 
significant estimates made by management, and evaluating the overall 
financial statement presentation.  We believe that our audits provide a 
reasonable basis for the opinion expressed above.

                                          /s/PricewaterhouseCoopers LLP

South Bend, Indiana
January 29, 1999
                                Page 20 of 106
Supreme Industries, Inc. And Subsidiaries

Consolidated Balance Sheets
December 31, 1998 and 1997
                 ASSETS
                                                         1998         1997
Current assets:
  Cash and cash equivalents                        $    185,424 $   159,044
  Accounts receivable, net of allowance for  
    doubtful accounts of $456,000 in 1998 and 
    $430,000 in 1997                                 28,709,559   23,188,066
  Refundable income taxes                             1,035,000      371,511
  Inventories                                        28,792,650   28,404,786
  Deferred income taxes                               1,081,839      973,657
  Other current assets                                  430,237      431,931
                                                    -----------  -----------
         Total current assets                        60,234,709   53,528,995

Property, plant and equipment, net                   31,342,322   29,560,441

Intangible assets, net                                1,502,076    1,705,385

Other assets                                            991,947    1,079,491
                                                    -----------  -----------
         Total assets                              $ 94,071,054 $ 85,874,312
                                                    -----------  -----------
                                                    -----------  -----------
       LIABILITIES AND STOCKHOLDERS' EQUITY															

Current liabilities:
  Current maturities of long-term debt             $  2,014,975 $  2,119,692
  Trade accounts payable                             10,235,964   10,433,051
  Accrued wages and benefits                          4,568,062    3,611,691
  Accrued income taxes                                  961,628    1,098,111
  Customer deposits                                     147,875    2,718,463
  Other accrued liabilities                           3,020,261    3,184,032
                                                     ----------   ----------
         Total current liabilities                   20,948,765   23,165,040

Long-term debt                                       18,303,207   17,359,703

Deferred income taxes                                 1,333,007      898,825
                                                     ----------   ----------
         Total liabilities                           40,584,979   41,423,568
                                                     ----------   ----------

Commitments and contingencies (Note J)															

Stockholders' equity:															
  Preferred Stock, $1 par value; authorized 
    1,000,000 shares, none issued
  Class A Common Stock, $.10 par value; 
    authorized 20,000,000 shares, issued 
    9,890,653 shares in 1998 and 8,855,990
    shares in 1997                                      989,065      885,599
  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 1,688,328 shares in 1998 and 
    1,546,773 shares in 1997                            168,833      154,677
  Additional paid-in captial                         44,107,645   31,743,249
  Retained earnings                                   8,935,827   11,917,755
  Treasury stock, Class A Common Stock, at cost,  
    75,934 shares in 1998 and 32,232 shares in 1997    (715,295)    (250,536)
                                                     ----------   ----------
         Total stockholders' equity                  53,486,075   44,450,744
                                                     ----------   ----------
         Total liabilities and stockholders' 
           equity                                  $ 94,071,054 $ 85,874,312
                                                     ----------   ----------
                                                     ----------   ----------

The accompanying notes are a part of the consolidated financial statements.
                                Page 21 of 106
Supreme Industries, Inc. And Subsidiaries

Consolidated Statements Of Income
for the years ended December 31, 1998, 1997 and 1996

                                         1998           1997           1996
Revenue:
  Net sales                        $ 222,566,601  $ 197,429,917  $ 159,214,622
  Other income                         1,161,320        538,242        661,486
                                   -------------  -------------  -------------
                                     223,727,921    197,968,159    159,876,108
                                   -------------  -------------  -------------
Costs and expenses:
  Cost of sales                      184,433,390    165,197,662    134,153,108
  Selling, general and 
    administrative                    20,655,625     17,228,565     15,434,432
  Interest                             1,647,878      1,409,713      1,530,624
                                   -------------  -------------  -------------
                                     206,736,893    183,835,940    151,118,164
                                   -------------  -------------  -------------
       Income before income 
         taxes and extraordinary 
         loss                         16,991,028     14,132,219      8,757,944

Income taxes                           6,700,000      5,577,000      3,671,000
                                   -------------  -------------  -------------
       Income before extraordinary 
         loss                         10,291,028      8,555,219      5,086,944

Extraordinary loss, net of income 
  tax benefit of $860,000              1,280,115          -              -
                                   -------------  -------------  -------------
       Net income                  $   9,010,913  $   8,555,219  $   5,086,944
                                   -------------  -------------  -------------
                                   -------------  -------------  -------------

Earnings per share - Basic:
  Income before extraordinary loss $         .90  $         .75  $         .46
  Extraordinary loss                        (.11)         -              -
                                   -------------  -------------  -------------
  Net income                       $         .79  $         .75  $         .46
                                   -------------  -------------  -------------
                                   -------------  -------------  -------------
Earnings per share - Diluted:
  Income before extraordinary loss $         .89  $         .74  $         .44
  Extraordinary loss                        (.11)         -              -
                                   -------------  -------------  -------------
  Net income                       $         .78  $         .74  $         .44
                                   -------------  -------------  -------------
                                   -------------  -------------  -------------
Shares used in the computation 
  of earnings per share:
    Basic                             11,455,739     11,421,251     11,000,525
    Diluted                           11,577,872     11,516,574     11,438,209

The accompanying notes are a part of the consolidated financial statements.
                                Page 22 of 106
Supreme Industries, Inc. And Subsidiaries

Consolidated Statements Of Stockholders' Equity
for the years ended December 31, 1998, 1997 and 1996
<TABLE>
<S>                 <C>             <C>      <C>        <C>         <C>               <C>            <C>            <C>            
                                                                                                                         Total
                      Class A Common Stock    Class B Common Stock      Additional       Retained      Treasury      Stockholders'
                      Shares        Amount    Shares        Amount    Paid-In-Capital    Earnings        Stock          Equity
Balance, January 1, 
  1996              6,738,610   $  673,861   1,801,663   $  180,166   $   18,911,421   $ 9,193,919   $  (156,486)   $  28,802,881
    Net income           -            -           -            -                -        5,086,944          -           5,086,944
    Conversion of
      398,688 shares
      of Class B 
      Common Stock 
      to Class A
      Common Stock    398,688       39,869    (398,688)     (39,869)            -             -             -                -   
    Conversion of 
      $1,134,428 face 
      amount of 8.6%
      convertible 
      Series B notes  263,262       26,326        -            -           1,108,102          -             -           1,134,428
    Exercise of stock 
      options          30,580        3,058        -            -              52,307          -             -              55,365
    Exercise and 
      exchange of 
      warrants        581,627       58,163        -            -           3,829,757    (3,051,930)         -             835,990
    Acquisition of 
      17,100 shares 
      of treasury 
      stock              -            -           -            -                -             -          (94,050)         (94,050)
                    ---------      -------   ----------     -------      ----------     ----------      --------       ----------
Balance, December 31, 
  1996              8,012,767      801,277   1,402,975      140,297      23,901,587     11,228,933      (250,536)      35,821,558

    Net income           -            -           -            -               -         8,555,219          -           8,555,219
    Exercise of 
      stock options    21,505        2,150        -            -             71,817           -             -              73,967
    5% Common Stock 
      dividends       821,718       82,172     143,798       14,380       7,769,845     (7,866,397)         -                - 
                    ---------      -------   ---------      -------      ----------     ----------      --------       ----------
Balance, December 31, 
  1997              8,855,990      885,599   1,546,773      154,677      31,743,249     11,917,755      (250,536)      44,450,744

    Net income           -            -           -            -               -         9,010,913          -           9,010,913
    Conversion of 
      16,165 shares 
      of Class B 
      Common Stock 
      to Class A 
      Common Stock     16,165        1,616     (16,165)      (1,616)           -              -             -                -    
    Exercise of 
      stock options 
      (12,843 shares 
      of treasury 
      stock)          110,497       11,050        -            -            391,127           -         (185,950)         216,227
    5% Common Stock 
      dividends       908,001       90,800     157,720       15,772      11,886,269    (11,992,841)         -                -     
    Tax benefit from 
      exercise of 
      stock options      -            -           -            -             87,000           -             -              87,000
    Acquisition of  
      30,859 shares 
      of treasury 
      stock              -            -           -            -               -              -         (278,809)        (278,809)
                    ---------   ----------   ---------   ----------   -------------   ------------   ------------   -------------
Balance, December 31, 
  1998              9,890,653   $  989,065   1,688,328   $  168,833   $  44,107,645   $  8,935,827   $  (715,295)   $  53,486,075
                    ---------   ----------   ---------   ----------   -------------   ------------   ------------   -------------
                    ---------   ----------   ---------   ----------   -------------   ------------   ------------   -------------
</TABLE>
The accompanying notes are a part of the consolidated financial statements.
                                Page 23 of 106
Supreme Industries, Inc. And Subsidiaries

Consolidated Statements Of Cash Flows
for the years ended December 31, 1998, 1997 and 1996
                                           1998         1997         1996
Cash flows from operating activities:	
  Net income                           $ 9,010,913  $ 8,555,219  $ 5,086,944
  Adjustments to reconcile net income 
    to net cash provided by operating 
    activities:
      Extraordinary loss                 1,280,115         -            -
      Depreciation and amortization      2,731,510    2,581,650    1,963,497
      Amortization of intangibles          203,309      203,309      203,310
      Provision for losses on 
        doubtful receivables               532,963       54,954      184,273
      Deferred income taxes                326,000       78,000      (26,000)
      Loss (gain) on sale of 
        property, plant and 
        equipment                          139,496       47,234      (11,403)
      Changes in operating assets 
        and liabilities, excluding 
        effects of acquisition and 
        disposition of businesses:
          Accounts receivable           (5,944,456)  (6,686,762)    (404,085)
          Inventories                     (970,035)  (7,196,079)    (943,429)
          Other current assets            (667,776)    (380,205)      41,246
          Trade accounts payable          (438,163)   3,654,109      435,176
          Other current liabilities     (1,054,471)   3,738,742    1,018,994
                                        ----------   ----------   ----------
            Net cash provided by 
              operating activities       5,149,405    4,650,171    7,548,523
                                        ----------   ----------   ----------
Cash flows from investing activities:
  Proceeds from sale of property, 
    plant and equipment                    113,745      107,934       32,347
  Additions to property, plant and 
    equipment                           (6,062,276)  (5,867,622)  (6,874,667)
  Acquisition of business                     -            -        (221,725)
  Increase in other assets                 (37,699)     (40,744)    (125,640)
                                        ----------   ----------   ----------
            Net cash (used in) 
              investing activities      (5,986,230)  (5,800,432)  (7,189,685)
                                        ----------   ----------   ----------
Cash flows from financing activities:
  Proceeds from revolving line of 
    credit and other long-term debt     96,031,172   84,443,759   69,494,785
  Repayments of revolving line of 
    credit and other long-term debt    (95,192,385) (83,429,099) (70,536,990)
  Proceeds from exercise of stock 
    options and warrants                   216,227       73,967      891,355
  Tax benefit from exercise of 
    stock options                           87,000         -            - 
  Acquisition of treasury stock           (278,809)        -         (94,050)
                                        ----------   ----------   ----------
            Net cash provided by 
              (used in) financing
              activities                   863,205    1,088,627     (244,900)
                                        ----------   ----------   ----------
Increase (decrease) in cash and 
  cash equivalents                          26,380      (61,634)     113,938

Cash and cash equivalents, 
  beginning of year                        159,044      220,678      106,740
                                        ----------   ----------   ----------
Cash and cash equivalents, end of 
  year                                  $  185,424   $  159,044   $  220,678
                                        ----------   ----------   ----------
                                        ----------   ----------   ----------
Supplemental disclosures of cash 
  flow information:	
    Cash paid during the year for:
      Interest                          $1,693,904    $1,500,077   $1,517,102
      Income taxes                       6,226,972     5,731,640    2,876,442

Noncash investing and financing 
  activities:
    Common Stock dividends              11,992,841     7,866,397         -
    Class A Common Stock exchanged 
      in exercise of stock options         185,950          -            -
    Conversion of Class B Common 
      Stock to Class A Common Stock          1,616          -          39,869
    Conversion of convertible notes 
      to shares of Class A Common
      Stock                                   -             -       1,134,428
    Exchange of warrants for Class 
      A Common Stock                          -             -         428,340

The accompanying notes are a part of the consolidated financial statements.	
                                Page 24 of 106
Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statements

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, stake bodies and other 
specialized trucks.  The Company also manufactures shuttle buses and 
trailers.  At December 31, 1998, the Company has 16 manufacturing, 
distribution and supply facilities.  The Company's customers are located 
principally in the United States.

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

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

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

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

     Fair Value of Financial Instruments - The carrying amounts of cash and 
     cash equivalents, accounts receivable and trade accounts payable 
     approximated fair value as of December 31, 1998 and 1997 because of the 
     relatively short maturities of these instruments.  The carrying amount 
     of long-term debt, including current maturities, approximated fair value 
     as of December 31, 1998 and 1997, based upon terms and conditions 
     available to the Company at those dates in comparison to terms and 
     conditions of the long-term debt.  The estimated fair value of the 
     outstanding interest swap agreement (see Note J), based on current 
     market rates, approximated a net liability of $103,000 at December 31, 
     1998 which is not recorded on the consolidated balance sheet.

     Inventories - Inventories are stated at the lower of cost or market, 
     with cost determined using the first-in, first-out method.
                                Page 25 of 106
Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statements

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

     Upon sale or other disposition of assets, the cost and related 
     accumulated depreciation and amortization are removed from the accounts 
     and any resulting gain or loss is reflected in operations.
 
     Expenditures for maintenance and repairs are charged to operations as 
     incurred.  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 was 
     $199,000 for the year ended December 31, 1996.

     Intangible Assets - Intangible assets consist of goodwill - $3,379,031 
     and patents - $325,000, and are recorded at cost and shown net of 
     accumulated amortization.  Amortization of goodwill is provided using 
     the straight-line method over the estimated benefit period (16 to 25 
     years), and patents are amortized over seven years using the 
     straight-line method.  Accumulated amortization at December 31, 1998 and 
     1997 was $2,201,955 and $1,998,646, respectively.

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

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

     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.
                                Page 26 of 106
Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statements, Continued

A.  NATURE OF OPERATIONS AND ACCOUNTING POLICIES, Continued.
     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.

     Comprehensive Income - The Company adopted the provisions of SFAS No. 
     130, "Reporting Comprehensive Income" effective January 1, 1998.  The 
     adoption SFAS No. 130 had no impact on the Company's consolidated 
     financial statements since there are no components of comprehensive 
     income that are not already included in net income.

     Earnings Per Share - Basic earnings per share is computed by dividing 
     net income by the weighted average number of shares of common stock 
     outstanding during the period.  Diluted earnings per share gives effect 
     to all potentially dilutive securities that were outstanding during
     the period.  The weighted average number of shares of common stock used 
     in the Company's computation of diluted earnings per share are as 
     follows:
                                              Years Ended December 31,
                                            1998        1997        1996
     Net income                         $9,010,913  $8,555,219  $5,086,944

     Interest expense reduction, 
       net of tax, from assumed 
       conversion of	convertible 
       notes                                  -            -        22,705
                                        ----------  ----------  ----------
     Net income as adjusted             $9,010,913  $8,555,219  $5,109,649
                                        ----------  ----------  ----------
                                        ----------  ----------  ----------
     Weighted average number of 
       shares outstanding (used in 
       computation of basic earnings 
       per share)                       11,455,739  11,421,251  11,000,525

     Effect of dilutive securities:
       Options and warrants                122,133      95,323     313,532
       Convertible notes                      -           -        124,152
                                        ----------  ----------  ----------
     Diluted shares outstanding (used 
       in computation of diluted 
       earnings per share)              11,577,872  11,516,574  11,438,209
                                        ----------  ----------  ----------
                                        ----------  ----------  ----------

     The computations of the number of shares used in the determination of 
     basic and diluted earnings per share give retroactive recognition to 
     all common stock dividends declared and paid during the periods. 
                                Page 27 of 106
Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statements, Continued

A.  NATURE OF OPERATIONS AND ACCOUNTING POLICIES, Concluded.
     Segment Information - In June 1997, the Financial Accounting Standards 
     Board issued SFAS No. 131, "Disclosures about Segments of an Enterprise 
     and Related Information."  This Statement changes the manner in which 
     public companies report segment information in annual reports and 
     requires companies to report selected segment information in interim 
     financial reports.  SFAS No. 131 requires companies to report financial 
     and descriptive information about their operating segments.  The 
     Company's principal business is manufacturing specialized vehicles.  
     Management has not separately organized the business beyond specialized 
     vehicles and vertically integrated fiberglass manufacturing processes.  
     The vertically integrated fiberglass manufacturing subsidiaries 
     constitutes a segment by definition of SFAS No. 131; however, this 
     segment does not meet the quantitative thresholds for separate 
     disclosure as set forth in this Statement.  The vertically integrated 
     fiberglass manufacturing subsidiaries' revenues are less than 10 percent 
     of consolidated revenues, the absolute amount of their reported income is 
     less than 10 percent of the absolute amount of consolidated net income, and
     finally, their assets are less than 10 percent of consolidated assets.

     New Accounting Pronouncement - On June 15, 1998, the Financial 
     Accounting Standards Board issued SFAS No. 133, "Accounting for 
     Derivative Instruments and Hedging Activities." SFAS No. 133 is 
     effective for all fiscal quarters of fiscal years beginning after 
     June 15, 1999 (January 1, 2000 for the Company).  SFAS No. 133 requires 
     that all derivative instruments be recorded on the balance sheet at 
     their fair value.  Changes in the fair value of derivatives are recorded 
     each period in current earnings or other comprehensive income, depending 
     on whether a derivative is designated as part of a hedge transaction 
     and, if it is, the type of hedge transaction.  The Company's interest 
     rate swap agreement (see Note J) is a derivative instrument and the 
     changes in fair value of this financial instrument, which is a cash flow 
     hedge, will be reported in other comprehensive income.  Management of 
     the Company anticipates that, due to its limited use of derivative 
     instruments, the adoption of SFAS No. 133 will not have a significant 
     effect on the Company's financial position.


B.  EXTRAORDINARY LOSS.
During the fourth quarter of 1998, the Company ceased manufacturing 
operations at its subsidiary located in Honduras as a direct result of the 
damage to the Honduran roads and bridges caused by Hurricane Mitch.  Because 
of the damage to the Honduran infrastructure, the Company was unable to 
cost-effectively obtain raw materials for its hardwood flooring plant and 
export finished product to its U.S. plants.  The extraordinary loss of 
$1,280,115, net of a $860,000 tax benefit, primarily represents the carrying 
value of the abandoned inventory and machinery and equipment which the 
Company is unable to remove from Honduras.
                                Page 28 of 106
Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statements, Continued

C.  INVENTORIES.
Inventories consist of the following:
                                              1998            1997
               Raw materials             $ 18,419,217    $ 16,896,669
               Work-in-progress             4,154,914       4,553,082
               Finished goods               6,218,519       6,955,035
                                         ------------    ------------
                    Total                $ 28,792,650    $ 28,404,786
                                         ------------    ------------
                                         ------------    ------------


D.  PROPERTY, PLANT AND EQUIPMENT.
Property, plant and equipment consists of the following:
                                              1998            1997
               Land and improvements      $ 4,468,871     $ 3,294,309
               Buildings and improvements  13,602,971      12,868,407
               Leasehold improvements       6,773,141       5,966,798
               Machinery and equipment     24,030,961      22,424,580
               Construction in progress     1,154,962       1,529,250
                                          -----------     -----------
                                           50,030,906      46,083,344
                 Less, Accumulated 
                   depreciation and 
                   amortization            18,688,584      16,522,903
                                          -----------     -----------
                     Property, plant 
                       and equipment, 
                       net                $31,342,322     $29,560,441
                                          -----------     -----------
                                          -----------     -----------
                                Page 29 of 106
Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statements, Continued

E.  LONG-TERM DEBT.
Long-term debt consists of the following:
                                                   1998           1997
  Revolving line of credit                     $ 9,419,820   $ 12,727,823
  
  Term note, payable in monthly installments
    of $116,667 plus interest at LIBOR
    plus certain basis points determined	
    by the Company's leverage ratio 
    (6.38% at December 31, 1998), with
    final maturity in September 2003             6,650,000           -

  Term note, payable in monthly installments
    of $83,333 plus interest at 6.4%, with
    final maturity in April 1999                   333,309      1,333,317

  Obligations under industrial development	
    revenue bonds, variable rates, with																							
    maturities in August 2010 and April 2011,
    collateralized by specific real estate       3,403,525      3,676,723

  Real estate mortgages, variable rate,  																							
    with maturity through July 2001                511,528      1,741,532
                                                ----------     ----------
         Total                                  20,318,182     19,479,395

              Less, Current maturities           2,014,975      2,119,692
                                                ----------     ----------
         Long-term debt                       $ 18,303,207   $ 17,359,703
                                                ----------     ----------
                                                ----------     ----------
                                Page 30 of 106
Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statements, Continued

E.  LONG-TERM DEBT, Concluded.
The revolving line of credit, term notes and a letter of credit facility are 
part of a master credit agreement (the "Credit Agreement").  All borrowings 
under the Credit Agreement are unsecured.  The Credit Agreement provides for 
a credit facility as defined, up to $18 million and increasing to $25 million 
during the period each year from February 1 to June 30.  Interest on 
outstanding borrowings under the revolving line of credit is based on the 
bank's prime rate or certain basis points above LIBOR depending on the 
pricing option selected and the Company's leverage ratio, as defined.  The 
weighted average interest rate on borrowings outstanding at December 31, 1998 
and 1997 was 7.2% and 7.4%, respectively.  The revolving line of credit also 
requires a quarterly commitment fee ranging from 1/8% to 3/16% 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, 2001. 

Outstanding letters of credit, which reduce availability under the credit 
facility, aggregated $1.2 million at December 31, 1998 and 1997.  Under a 
separate agreement, the Company has an outstanding $3.0 million irrevocable 
letter of credit in favor of the bond trustee as a credit enhancement for 
bondholders of one of the industrial development revenue bonds.

The Credit Agreement contains, among other matters, certain restrictive 
covenants including maintenance of a minimum consolidated tangible net worth 
of $30 million plus 50% of cumulative net income of the Company, as defined, 
commencing with the year ended December 31, 1998 ($34.5 million at December 
31, 1998), minimum consolidated working capital of $10 million and required 
financial ratios.

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, 1998 and 1997 aggregated $4,320,000 and $4,228,000, respectively.

The Company's previously outstanding 8.6% convertible Series B notes were 
converted into 263,262 shares of Class A Common Stock on May 21, 1996 at a 
conversion price of $4.31.  The subordinated debt was payable to a related 
party (an entity which already had a direct and beneficial ownership interest 
in the Company's Common Stock).  

Maturities of long-term debt for each of the next five years are as follows: 
1999 - $2,014,975; 2000 - $1,715,000; 2001 - $11,468,016; 2002 - $ 1,666,667 
and 2003 - $1,283,332.
                                Page 31 of 106
Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statements, Continued

F.  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 
twenty-five percent (fifteen percent prior to December 1, 1997) 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, 1998, 1997 and 1996 was $317,632,  $172,740 and $147,762, respectively.


G.  STOCKHOLDERS' EQUITY.
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.

Common Stock
The Board of Directors approved the following 5% common stock dividends 
during the years ended December 31, 1998 and 1997:

              Declaration            Record                 Paid
                  Date                Date                  Date
            April 29, 1997        May 12, 1997          May 19, 1997
            October 29, 1997      November 10, 1997     November 17, 1997
            May 12, 1998          May 25, 1998          June 1, 1998
            October 29, 1998      November 13, 1998     November 20, 1998

All per share data have been adjusted to reflect the stock dividends on a 
retroactive basis.

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. 
                                Page 32 of 106
Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statements, Continued

G.  STOCKHOLDERS' EQUITY, Continued.
Stock Options
During 1992, the Company adopted the 1992 Stock Option Plan under which 
401,117 (adjusted for all subsequent stock dividends) shares of Class A 
Common Stock were reserved for grant. On October 29, 1998, the Company's 
Board of Directors approved, subject to ratification by the Company's 
stockholders, the 1998 Stock Option Plan under which 682,500 (adjusted for 
November 1998 stock dividend) shares of Class A Common Stock were reserved 
for grant.  Under the terms of the stock option plans, both incentive stock 
options and non-statutory stock options can be granted by a specially 
designated Stock Option Committee. No options may be exercised during the 
first year after the date of grant.  Options are exercisable cumulatively in 
three installments of 33 1/3 % each year thereafter.  Options granted under 
the stock option plans expire five years after the date of grant.

The following table summarizes stock option activity:
                                                                 Weighted - 
                                                                  Average
                                                  Number         Exercise
                                                of Shares         Price
Outstanding, January 1, 1996                     212,679          $ 3.11
     Granted                                      60,767            5.86
     Exercised                                   (37,168)           1.49
                                                ---------
Outstanding, December 31, 1996                   236,278            4.07
     Granted                                       2,430            5.97
     Exercised                                   (25,403)           2.91
     Expired or canceled                          (6,440)           4.72
                                                ---------
Outstanding, December 31, 1997                   206,865            4.22
     Granted                                     234,675            8.27
     Exercised                                  (117,040)           3.44
     Expired or cancelled                        (22,972)           4.88
                                                ---------
Outstanding, December 31, 1998                   301,528            7.64
                                                ---------
                                                ---------

As of December 31, 1998, 605,900 shares were reserved for the granting of 
future stock options, compared to 135,103 shares at December 31, 1997.
                                Page 33 of 106
Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statements, Continued

G.  STOCKHOLDERS' EQUITY, Continued.
Options outstanding at December 31, 1998 are exercisable at prices ranging 
from $4.49 to $8.27 and have a weighted-average remaining contractual life of 
4.2 years.  Information about stock options outstanding and exercisable at 
December 31, 1998 is as follows:

                           Options Outstanding           Options Exercisable
                  ----------------------------------- ------------------------
                     Number     Weighted -              Number
                  Outstanding    Average   Weighted - Exercisable   Weighted -
                       At       Remaining   Average       At          Average
   Range of       December 31, Contractual  Exercise  December 31,   Exercise
Exercise Price        1998         Life       Price      1998          Price
--------------    ------------ ----------- ---------- ------------  ----------
$4.49 - $5.97        72,103     2.07 years    $5.61      51,710        $5.51
    $8.27           229,425     4.83 years     8.27        -             -
                    -------                              ------
                    301,528                              51,710
                    -------                              ------
                    -------                              ------

At December 31, 1997 and 1996 there were exercisable options outstanding to 
purchase 165,576 and 168,870 shares at a weighted-average exercise price of 
$3.81 and $3.41, respectively.

The weighted-average grant-date fair values of options granted during the 
years ended December 31, 1998, 1997 and 1996 were $2.87, $2.25 and $2.19, 
respectively.  

Had the Company adopted the provisions of SFAS No. 123, "Accounting for 
Stock-Based Compensation," the Company's net income and net income per share 
would have been:

                                        1998         1997        1996
Pro forma net income                 $8,948,357   $8,538,715  $5,077,656
Pro forma net income per share:
  Basic                                     .78          .74         .46
  Diluted                                   .78          .74         .44

The pro forma amounts shown above and the weighted-average grant-date fair 
values of options granted were estimated using the Black-Scholes
option-pricing model with the following assumptions:

                                        1998         1997        1996
Risk free interest rate                  4.5%         6.5%        6.3%
Expected life                         5 years      5 years     5 years
Expected volatility                     29.8%        28.4%       28.4%
Expected dividends                       -            -           -
                                Page 34 of 106
Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statements, Continued

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


H.  INCOME TAXES.
Income taxes applicable to income before income taxes and extraordinary loss 
consist of the following:	
                             1998          1997          1996
Federal:
  Current                $ 5,099,000   $ 4,441,000   $ 3,051,000
  Deferred                   268,000        63,000       (21,000)
                         -----------   -----------   -----------
                           5,367,000     4,504,000     3,030,000
                         -----------   -----------   -----------
State:
  Current                  1,275,000     1,058,000       646,000
  Deferred                    58,000        15,000        (5,000)
                         -----------   -----------   -----------
                           1,333,000     1,073,000       641,000
                         -----------   -----------   -----------
      Total              $ 6,700,000   $ 5,577,000   $ 3,671,000
                         -----------   -----------   -----------
                         -----------   -----------   -----------

The components of the net deferred tax asset and the net deferred tax 
liability were as follows:
                                          1998           1997
Current deferred tax asset (liability):
  Receivables                          $   100,586   $  (148,983)
  Inventories                              197,588       247,283
  Accrued liabilities                      788,228       840,035
  Other                                     (4,563)       35,322
                                       -----------   ----------	
      Deferred tax asset               $ 1,081,839   $   973,657
                                       -----------   -----------
                                       -----------   -----------	
Long-term deferred tax liability 
  (asset):																		
    Depreciation                       $ 1,228,330   $   900,605
    Other                                  104,677        (1,780)
                                       -----------   -----------
      Deferred tax liability           $ 1,333,007   $   898,825
                                       -----------   -----------
                                       -----------   -----------
                                Page 35 of 106
Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statements

H.  INCOME TAXES, Concluded.
A reconciliation of the provision for income taxes to the amount computed by 
applying the statutory Federal income tax rate (35% in 1998 and 1997 and 34% 
in 1996) to income before income taxes and extraordinary loss is as follows:	

                                      1998         1997         1996
Income taxes at statutory rate    $ 5,946,900  $ 4,946,300  $ 2,977,700
State income taxes, net of
  federal benefit                     866,500      697,500      423,100
Amortization of goodwill               36,900       36,900       35,800
Loss (earnings) of Honduran
  subsidiary (operating in 
  government free zone), not
  subject to U.S. income taxes       (116,900)        -          98,000
Other                                 (33,400)    (103,700)     136,400
                                  -----------  -----------  -----------
      Total                       $ 6,700,000  $ 5,577,000  $ 3,671,000
                                  -----------  -----------  -----------
                                  -----------  -----------  -----------


I.  ACQUISITION.
On February 28, 1996, the Company acquired the business operations and 
operating assets of SD Enterprises, Inc., an Elkhart, Indiana company that 
converts minivans for use by wheelchair-bound drivers and passengers.  The 
cash purchase price of $221,725 approximated the fair value of the acquired 
assets.  This acquisition was accounted for as 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.


J.  COMMITMENTS AND CONTINGENCIES.
Lease Commitments and Related Party Transactions
The Company leases certain office and manufacturing facilities under 
operating lease agreements which expire at various dates through May 2002. 
Certain of the lease agreements are with a related party (a partnership in 
which certain directors of the Company are the partners) for which related 
party rent expense was $477,462, $478,162 and $478,162 for the years ended 
December 31, 1998, 1997 and 1996, respectively.

The rent expense under all operating leases aggregated $1,026,699, $1,004,762 
and $1,139,210 for the years ended December 31, 1998, 1997 and 1996, 
respectively.

At December 31, 1998, future minimum annual rental payments under 
noncancelable operating leases  aggregated $1,301,400, and  are payable as 
follows: 1999 - $826,200; 2000 - $396,000; 2001 - $65,700 and 2002 - $13,500.
                                Page 36 of 106
Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financial Statements, Continued
J.  COMMITMENTS AND CONTINGENCIES, Continued.
Lease Commitments and Related Party Transactions, Concluded
In addition to the above related party lease transaction, the Company 
purchases delivery services from a company owned by an officer/director of 
the Company.  During the years ended December 31, 1998, 1997 and 1996, the 
Company purchased delivery services from this related party aggregating 
$2,498,000, $2,152,000 and $1,321,000, respectively.

Obligation To Purchase Consigned Inventories
The Company obtains vehicle chassis for its specialized vehicle products 
directly from the chassis 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, 1998 and 1997, chassis inventory, accounted for as consigned 
inventory to the Company by the manufacturers, aggregated $17.9 million and 
$28.2 million, respectively.  Typically, chassis are converted and delivered 
to customers within 90 days of the receipt of the chassis by the Company.

Self-Insurance
The Company is self-insured for a portion of product liability ($100,000 per 
occurrence with an annual aggregate of $500,000), certain employee health 
benefits ($75,000 annually per employee with an annual aggregate of 
approximately $2,000,000) and workers' compensation in certain states 
($250,000 per occurrence with an annual aggregate of approximately 
$3,500,000).  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.

Stock Repurchase Program
On September 2, 1998, the Board of Directors authorized the Company to 
repurchase up to 500,000 shares of Class A Common Stock in open market 
purchases or privately negotiated transactions through the close of business 
on February 26, 1999.  Through December 31, 1998, the Company has purchased 
30,859 shares under the stock repurchase program.
                                Page 37 of 106
Supreme Industries, Inc. And Subsidiaries
Notes to Consolidated Financials, Concluded

J.  COMMITMENTS AND CONTINGENCIES, Concluded.
Financial Instruments With Off Balance Sheet Risk
On September 30, 1998, the Company entered into an interest rate swap 
agreement to reduce the impact of changes in interest rates on certain of its 
floating rate debt (bank term note).  The swap agreement is a contract to 
exchange floating rate for fixed rate interest payments over the life of the 
agreement (which generally coincides with the term of the related debt) 
without exchange of the underlying notional amounts.  The notional amounts of 
the interest rate swap agreement is used to measure interest to be paid or 
received and does not represent the amount of exposure of credit loss.  The 
differential paid or received under the interest rate swap agreement is 
recognized as an adjustment to interest expense.  As of December 31, 1998, 
under a swap agreement, the Company has exchanged $6.65 million notional 
amount of floating rate debt for a fixed rate of 6.7% through September 30, 
2003.

The actual market or credit exposure of these types of financial instruments 
are significantly less than the notional amounts.  The primary risk 
associated with the swaps is the inability of counterparties to meet the 
terms of the contracts.  The Company does not expect the counterparties to 
fail to meet their respective obligations.

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.  
                                Page 38 of 106
                   SUPREME INDUSTRIES, INC. AND SUBSIDIARIES
                SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS

                                      Column C
                          Column B    Additions
                           Balance    Charged to                    Column E
 Column A                 Beginning   Costs and     Column D        Balance
Description                Period     Expenses     Deductions    End of Period
Year ended December 31, 
  1998:
    Reserves and 
      allowances 
      deducted from 
      asset accounts:

        Allowance for 
          doubtful 
          receivables:   $ 555,000   $ 533,000   $ 397,000 (1)   $ 691,000 (2)

Year ended December 31, 
  1997:
    Reserves and 
      allowances 
      deducted from 
      asset accounts:

        Allowance for 
        doubtful 
        receivables:     $ 555,000   $  55,000   $  55,000 (1)   $ 555,000 (2)

Year ended December 31, 
  1996:	
    Reserves and 
      allowances 
      deducted from									
      asset accounts:

        Allowance for 
        doubtful 
        receivables:      $ 555,000   $ 184,000   $ 184,000 (1)  $ 555,000 (2)

(1)  Uncollectible accounts written off, net of recoveries.									
(2)  Reflected in the consolidated balance sheet as follows:  deducted from 
accounts receivable - $456,000 at December 31, 1998 and $430,000 at December 
31, 1997 and 1996; deducted from other receivables included in other assets - 
$235,000 at December 31, 1998 and $125,000 at December 31, 1997 and 1996.					
                                Page 39 of 106
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.
Not applicable.


                                  PART III

ITEM 10. DIRECTORS AND EXRCUTIVE 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 1 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.


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.
                                Page 40 of 106
                                  PART IV

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

     a.  The following financial statements and financial statement schedule
         are included in Item 8 herein:
         1.  Financial Statements:
             Report of Independent Accountants
             Consolidated Balance Sheets as of December 31, 1998 and 1997
             Consolidated Statements of Income for the years ended December
               31, 1998, 1997 and 1996
             Consolidated Statements of Stockholders' Equity for the years
               ended December 31, 1998, 1997 and 1996
             Consolidated Statements of Cash Flows for the years ended
               December 31, 1998, 1997 and 1996
             Notes to the Consolidated Financial Statements

         2.  Financial Statement Schedule:  
             Schedule II - Valuation and Qualifying Accounts

         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, 1998.
                                Page 41 of 106
                                  SIGNATURES

Pursuant to the requirements of the Section 13 and 15(d) of the Securities 
Exchange Act of 1934, the registrant has duly caused this report to be signed 
on its behalf by the undersigned, thereunto duly authorize.

                                             SUPREME INDUSTRIES, INC.

Date:  March 26, 1999                        By: /s/Herbert M. Gardner
                                                 Herbert M. Gardner, Chairman
                                                 of the Board

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

/s/Herbert M. Gardner         Chairman of the Board            March 26, 1999
Herbert M. Gardner              and President (Principal
                                Executive Officer)

/s/Omer G. Kropf              Executive Vice President         March 26, 1999
Omer G. Kropf                   and Director

/s/William J. Barrett         Secretary, Assistant             March 26, 1999
William J. Barrett              Treasurer and Director

/s/Robert W. Wilson           Executive Vice President         March 26, 1999
Robert W. Wilson                Treasurer, Chief Financial
                                Officer and Director
                                (Principal Financial and
                                Accounting Officer)

/s/Robert J. Campbell         Director                         March 26, 1999
Robert J. Campbell

/s/Thomas Cantwell            Director                         March 26, 1999
Thomas Cantwell

/s/Rice M. Tilley, Jr.        Assistant Secretary              March 26, 1999
Rice M. Tilley, Jr.

/s/H. Douglas Schrock         Director                         March 26, 1999
H. Douglas Schrock

/s/Rick L. Horn               Director                         March 26, 1999
Rick L. Horn
                                Page 42 of 106
                              INDEX TO EXHIBITS

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

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

3.3  Certificate of Amendment of Certificate of Incorporation of the Company 
filed with the Secretary of State of Delaware on May 29, 1996 filed as 
exhibit 3.3 to the Company's annual report on Form 10-K for the fiscal year 
ended December 31, 1996, and incorporated herein by reference.

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

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

4.2  First Amendment to Credit Agreement dated April 25, 1994 filed as 
exhibit 4.2 to the Company's annual report on form 10-K for the fiscal year 
ended December 31, 1996, and incorporated herein by reference.

4.3  Second Amendment to Credit Agreement dated April 25, 1994 filed as 
exhibit 4.3 to the Company's annual report on form 10-K for the fiscal year 
ended December 31, 1996, and incorporated herein by reference.

4.4  Third Amendment to Credit Agreement dated June 23, 1998.
                                Page 43 of 106
4.5  Fourth Amendment to the Credit Agreement dated September 30, 1998 signed
in connection with certain long term indebtedness.

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

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

10.3  The Company's 1998 Stock Option Plan.

10.4  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.

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

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

10.7  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.
                                Page 44 of 106
10.8  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.

10.9  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.

10.10 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.

10.11  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.

10.12  Employment Contract dated to be effective May 1, 1998, between Supreme 
Corporation and Omer G. Kropf.

10.13  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.

10.14  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.

10.15  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.
                                Page 45 of 106
10.16  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.

10.17  Employment Contract dated to be effective January 1, 1998, between 
Supreme Corporation and Robert W. Wilson, filed as exhibit 10.16 to the 
Company's annual report on Form 10-K for the fiscal year ended December 31, 
1997, and incorporated herein by reference.

21.1  Subsidiaries of the Company.

23.1  Consent of Independent Accountants.

27.1  Financial data schedule.
                                Page 46 of 106
Exhibit 4.4
                     THIRD AMENDMENT TO CREDIT AGREEMENT

THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of June 23, 1998 (this 
"Amendment"), is among SUPREME INDUSTRIES, INC., a Delaware corporation 
("SI") and SUPREME CORPORATION, a Texas corporation ("SC" and together with 
SI referred to collectively as the "Borrowers" and each individually as a 
"Borrower") and NBD BANK, an Indiana banking corporation (the "Bank").

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

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

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

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

1.1	The paragraph after "Introduction" shall be amended by deleting the 
reference to "$14,000,000, increasing to $20,000,000 during the period each 
year from February 1 through June 30" and inserting the following in place 
thereof:  "$18,000,000, increasing to $25,000,000 during the period each year 
from February 1 through June 30".

1.2	Section 1.1 shall be amended as follows:
(a)	The definition of "Applicable Margin" shall be deleted in its entirety 
and the following shall be inserted:
                                Page 47 of 106
"Applicable Margin" shall mean the percentage per annum set forth in 
accordance with the then-applicable Leverage Ratio:

          Leverage Ratio                Eurodollar Rate Loans   Commitment Fee
Greater than or equal to 1.25 to 1.0             1.00%              .1875%

Greater than 1.25 to 1.0 but less than
  or equal to .75 to 1.0                         .875%               .125%

Less than .75 to 1.0                              .75%               .125%

(b)	The definition of "Commitment" shall be deleted in its entirety and the 
following shall be inserted in place thereof:
          
"Commitment" shall mean the commitment of the Bank to make Loans and Letter 
of Credit Advances pursuant to Section 2.1 in amounts not exceeding an 
aggregate principal amount outstanding at any time of $18,000,000, increasing 
to $25,000,000 during the period each year from and including February 1 to 
and including June 30, as such amount may be reduced from time to time 
pursuant to Section 2.2.  The Term Loan was disbursed by the Bank on the 
Effective Date.

(c)	The definition of "Termination Date" shall be amended by deleting the 
reference in clause (a) to "April 30, 1999" and inserting "April 30, 2001" in 
place thereof.

1.3	Section 2.3(a) shall be deleted in its entirety and the following shall 
be inserted in place thereof:

(a)	The Borrower agrees to pay to the Bank a commitment fee on the daily 
average unused amount of the Commitment, for the period from the Effective 
Date to but excluding the Termination Date, at a per annum rate equal to the 
Applicable Margin.  Accrued commitment fees shall be payable quarterly in 
arrears on the last Business Day of each April, July, October and January, 
commencing on the first such Business Day occurring after the date of this 
Agreement, and on the Termination Date.
                                Page 48 of 106
1.4	Sections 5.2(b) and (c) shall be deleted in their entirety and the 
following shall be inserted in place thereof:

(b)	Working Capital.  Permit or suffer the Consolidated Working Capital of 
the Borrower and its Subsidiaries to be less than $10,000,000 as of the end 
of any fiscal quarter of the Borrower, commencing with the fiscal quarter 
ending June 30, 1998.

(c)	Tangible Capital Funds.  Permit or suffer Consolidated Tangible Capital 
Funds of the Borrower and its Subsidiaries to be less than the sum of (i) 
$30,000,000 plus (ii) an amount equal to 50% of Cumulative Net Income of the 
Borrower and its Subsidiaries for each fiscal year of the Borrower commencing 
with the fiscal year ending December 31, 1998.

1.5	Section 5.2(k) shall be deleted in its entirety and the following shall 
be inserted in place thereof:
[Intentionally Reserved.]

1.6	Section 5.2(l) shall be deleted in its entirety and the following shall 
be inserted in place thereof:
[Intentionally Reserved.]

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

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

2.1	The execution, delivery and performance of this Amendment and the New 
Revolving Credit Note are within its powers, have been duly authorized and 
are not in contravention with any law, of the terms of its Articles of 
Incorporation or By-laws, or any undertaking to which it is a party or by 
which it is bound.
                                Page 49 of 106
2.2	This Amendment is and the New Revolving Credit Note when issued hereunder 
will be, the legal, valid and binding obligations of the Company enforceable 
against it in accordance with the terms thereof.  

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

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

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

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

3.2	The New Revolving Credit Note shall be signed and delivered by the 
Borrowers to the Bank.

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

ARTICLE IV.	MISCELLANEOUS.

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

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

4.3	Each Borrower acknowledges and agrees that the Bank has fully performed 
all of their obligations under all documents executed in connection with the 
Credit Agreement and all actions taken by the Bank are reasonable and 
appropriate under the circumstances and within their rights under the Credit 
Agreement and all other documents executed in connection therewith and 
otherwise available.  Each Borrower represents and warrants that it is not 
aware of any claims or causes of action against the Bank, any participant 
lender or any of their successors or assigns. 
                                Page 50 of 106
4.4	Except as expressly amended hereby, each Borrower agrees that the Credit 
Agreement, the Notes, the Security Documents and all other documents and 
agreements executed by the Company in connection with the Credit Agreement in 
favor of the Bank are ratified and confirmed and shall remain in full force 
and effect and that it has no set off, counterclaim or defense with respect 
to any of the foregoing.  Terms used but not defined herein shall have the 
respective meanings ascribed thereto in the Credit Agreement.

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

WITNESS WHEREOF, the parties signing this Amendment have caused this 
Amendment to be executed and delivered as of June 23, 1998.

                                         SUPREME INDUSTRIES, INC.
                                         By: ___________________________	
                                             Its: ______________________

                                         SUPREME CORPORATION
                                         By: ___________________________
                                             Its: ______________________
                                Page 51 of 106
                                         NBD BANK
                                         By: ___________________________
                                             Its: ______________________
                                Page 52 of 106
                             CONSENT AND AGREEMENT

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

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

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

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

                                         SUPREME CORPORATION OF TEXAS
                                         By: ___________________________
                                             Its: ______________________
                                Page 53 of 106
                                         SUPREME TRUCK BODIES OF CALIFORNIA, 
                                         INC.
                                         By: ____________________________
                                             Its: _______________________

                                         SUPREME MID-ATLANTIC CORPORATION
                                         By: ____________________________
                                             Its: _______________________

                                         SC FREEDOM ONE, INC.
                                         By: ___________________________
                                             Its: ______________________
                                Page 54 of 106
                                         ATLANTIC SALES CORPORATION
                                         By: ___________________________
                                             Its: ______________________

                                         SUPREME/MURPHY TRUCK BODIES, INC.
                                         By: ____________________________
                                             Its: _______________________

                                         SC TOWER LAMINATING, INC.
                                         By: ____________________________
                                             Its: _______________________
                                Page 55 of 106
Exhibit 4.5

                    FOURTH AMENDMENT TO CREDIT AGREEMENT

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of September30, 1998 
(this "Amendment"), is among SUPREME INDUSTRIES, INC., a Delaware corporation 
("SI") and SUPREME CORPORATION, a Texas corporation ("SC" and together with 
SI referred to collectively as the "Borrowers" and each individually as a 
"Borrower") and NBD BANK, an Indiana banking corporation (the "Bank").

                                  RECITALS
A.	The Borrowers and the Bank are parties to a Credit Agreement, dated as of 
April25, 1994, as amended by a First Amendment to Credit Agreement dated as 
of February20, 1996, a Second Amendment to Credit Agreement dated as of 
October25, 1996 and a Third Amendment to Credit Agreement dated as of June 
23, 1998 (as now and hereafter amended, the "Credit Agreement"), pursuant to 
which the Bank agreed, subject to the terms and conditions thereof, to extend 
credit to the Borrowers.

B.	The Borrowers desire to amend the Credit Agreement to provide for an 
additional term loan in the original principal amount of $7,000,000 and the 
Bank is willing to do so strictly in accordance with the terms hereof.

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

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

1.1	Section 1.1 shall be amended as follows:

(a)	The definition of "Commitment" shall be amended by deleting the last 
sentence and inserting the following in place thereof:

"Term Loan A was disbursed on the Effective Date and Term Loan B shall be 
disbursed on the Fourth Amendment Effective Date in the original principal 
amount of $7,000,000."
                                 Page 56 of 106
(b)	The definition of "Eurodollar Interest Period" shall be amended by adding 
a new clause (d) to read as follows:
  
(d)	the Eurodollar Interest Period for Term Loan B shall be one month.

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

"Maturity Date" shall mean, with respect to Term Loan A, April 30, 1999, and, 
with respect to Term Loan B, September 30, 2003.

(d)	The definitions of "Term Loan" and "Term Note" shall be deleted and the 
following shall be inserted in place thereof:

"Term Loan" shall mean Term Loan A and Term Loan B.

"Term Note" shall mean any promissory note of the Borrower evidencing the 
Term Loan in substantially the form annexed hereto as Exhibit A2 with respect 
to Term Loan A ("Term Note A"), and Exhibit A3 with respect to Term Loan B 
("Term Note B"), in each case as amended or modified form time to time and 
together with any promissory note or notes issued in exchange or replacement 
therefor.

(e)	The following definitions shall be added in appropriate alphabetical 
order:

"Fourth Amendment Effective Date" shall mean September30, 1998.

"Term Loan A" shall mean the borrowing under Section 2.4 evidenced by Term 
Note A and made on the Effective Date pursuant to Section 2.1.

"Term Loan B" shall mean the borrowing under Section 2.4 evidenced by Term 
Note B and made on the Fourth Amendment Effective Date pursuant to Section 
2.1.

1.2	Section 2.1(b) shall be deleted and the following shall be inserted in 
place thereof:

(b)	Term Loan.  The Bank made Term Loan A to the Borrower on the Effective 
Date.  The Bank further agrees, subject to the terms and conditions of this 
Agreement, to make Term Loan B to the Borrower on the Fourth Amendment 
Effective Date in an original principal amount of $7,000,000.
                                Page 57 of 106
1.3	Section 3.1(a)(ii) shall be amended by inserting "Term Loan A" for each 
and every reference therein to "Term Loan" and by adding a new clause 
3.1(a)(iii) at the end thereof to read as follows:

"and (iii) the Company shall pay to the Bank the outstanding principal amount 
of Term Loan B in 59 equal monthly installments in the amount of $118,644 
payable on the last Business Day of each month commencing on October 31, 1998 
and a final installment on the Maturity Date, when the entire outstanding 
principal amount of Term Loan B shall be due and payable.

1.4	Section 3.2 shall be amended by adding the following language at the end 
of clause (a):  "and Term Loan B" and by amending clause (b) to insert "Term 
Loan A" in the place of the reference therein to "Term Loan".

1.5	Exhibit A3 shall be added to the Credit Agreement in the form attached 
hereto as Exhibit A3.


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

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

2.2	This Amendment is and the Term Note B when issued hereunder will be, the 
legal, valid and binding obligations of the Borrower enforceable against it 
in accordance with the terms thereof.  

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

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


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

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

3.2	Term Note B shall be signed and delivered by the Borrowers to the Bank.

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


ARTICLE IV.	MISCELLANEOUS.
                                Page 58 of 106
4.1	References in the Credit Agreement or in any note, certificate, 
instrument or other document to the "Credit Agreement" shall be deemed to be 
references to the Credit Agreement as amended hereby and as further amended 
from time to time. 

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

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

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

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

IN WITNESS WHEREOF, the parties signing this Amendment have caused this 
Amendment to be executed and delivered as of September 30, 1998.

                                         SUPREME INDUSTRIES, INC.
                                         By: ____________________________
                                             Its: _______________________

                                         SUPREME CORPORATION
                                         By: ____________________________
                                             Its: _______________________
                                Page 59 of 106
                                         NBD BANK
                                         By: ____________________________
                                             Its: _______________________
                                Page 60 of 106
                            CONSENT AND AGREEMENT

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

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

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

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

                                         SUPREME CORPORATION OF TEXAS
                                         By: ____________________________
                                             Its: _______________________

                                         SUPREME TRUCK BODIES OF CALIFORNIA, 
                                         INC.
                                         By: ____________________________
                                             Its: _______________________

                                         SUPREME MID-ATLANTIC CORPORATION
                                         By: ____________________________
                                             Its: _______________________
                                Page 61 of 106
                                         SC FREEDOM ONE, INC.
                                         By: ____________________________
                                             Its: _______________________

                                         ATLANTIC SALES CORPORATION
                                         By: ____________________________
                                             Its: _______________________

                                         SUPREME/MURPHY TRUCK BODIES, INC.
                                         By: ____________________________
                                             Its: _______________________

                                         SC TOWER LAMINATING, INC.
                                         By: ____________________________
                                             Its: _______________________
                                Page 62 of 106
                                 EXHIBIT A-3

                                 TERM NOTE B

$7,000,000                                                 September 30, 1998

FOR VALUE RECEIVED, SUPREME INDUSTRIES, INC., a Delaware corporation, and 
SUPREME CORPORATION, a Texas corporation (together, the "Borrower"), hereby 
jointly and severally promise to pay to the order of NBD BANK, an Indiana 
banking corporation (the "Bank"), at its principal office in the City of 
Elkhart, Indiana , or such other place as the Bank or the holder hereof may 
from time to time specify, in lawful money of the United States of America 
and in immediately available funds, the principal sum of Seven Million 
Dollars ($7,000,000), or such lesser amount as is recorded on the books and 
records of the Bank in fifty-nine equal monthly installments of principal in 
the amount of $118,644 payable on the last Business Day of each month, 
commencing on the last Business Day of October, 1998 to and including the 
Maturity Date when the entire outstanding principal amount of the Term Loan B 
evidenced hereby, and all accrued interest thereon, shall be due and payable; 
and to pay interest on the unpaid principal balance hereof from time to time 
outstanding, in like money and funds, for the period from the date hereof 
until the Term Loan B evidenced hereby shall be paid in full, at the rates 
per annum and on the dates provided in the Credit Agreement referred to below.

The Bank is hereby authorized by the Borrower to record on its books and 
records, the date and the amount of the Term Loan B, the applicable interest 
rate and type and the duration of the related Interest Period (if 
applicable), the amount of each payment or prepayment of principal thereon, 
and the other information provided for on such books and records, which books
and records shall constitute prime facie evidence of the information so 
recorded, provided, however, that any failure by the Bank to record any such 
notation shall not relieve the Borrower of its obligation to repay the 
outstanding principal amount of this Term Loan B, all accrued interest hereon 
and any amount payable with respect hereto in accordance with the terms of 
this Term Note B and the Credit Agreement.

The Borrower and each endorser or guarantor hereof waives presentment, 
protest, notice of dishonor and any other formality in connection with this 
Term Note B.  Should the indebtedness evidenced by this Term Note B or any 
part thereof be collected in any proceeding or be placed in the hands of 
attorneys for collection, the Borrower agrees to pay, in addition to the 
principal, interest and other sums due and payable hereon, all costs of 
collection this Term Note B, including attorneys' fees and expenses.

This Term Note B evidences a Term Loan B made under a Credit Agreement, dated 
as of April 25, 1994, as amended (as amended or modified from time to time, 
the "Credit Agreement"), by and between the Borrower and the Bank, to which 
reference is hereby made for a statement of the circumstances under which 
this Term Note B is subject to prepayment and under which its due date may be 
accelerated and a description of the collateral and security securing this 
Term Note B.  Capitalized terms used but not defined in this Term Note B 
shall have the respective meanings assigned to them in the Credit Agreement.

This Term Note B is made under, and shall be governed by and construed in 
accordance with, the laws of the State of Michigan in the same manner 
applicable to contracts made and to be performed entirely within such State 
and without giving effect to choice of law principles of such State.
                                Page 63 of 106
                                         SUPREME INDUSTRIES, INC.
                                         By: ___________________________
                                             Its: ______________________

                                         SUPREME CORPORATION
                                         By: ___________________________
                                             Its: ______________________
                                Page 64 of 106
Exhibit 10.3

                           1998 Stock Option Plan
                                      of
                          Supreme Industries, Inc.

                                Page 65 of 106

                              Table of Contents
                                                                   Page
Article I:  Definitions
     Sec. 1:1.     Act                                               1
     Sec. 1:2.     Affiliates                                        1
     Sec. 1:3.     Agreement                                         2
     Sec. 1:4.     Board of Directors                                2
     Sec. 1:5.     Code                                              2
     Sec. 1:6.     Committee                                         2
     Sec. 1:7.     Eligible Individuals                              2
     Sec. 1:8.     Fair Market Value                                 2
     Sec. 1:9.     Holder                                            2
     Sec. 1:10.    Incentive Stock Options                           2
     Sec. 1:11.    Nonstatutory Stock Options                        2
     Sec. 1:12.    Options                                           2
     Sec. 1:13.    Stock                                             2

Article II:  Stock and Maximum Number of Shares Subject to the Plan  3
     Sec. 2:1.     Description of Stock and Maximum Shares Allocated 3
     Sec. 2:2.     Restoration of Shares                             3

Article III:  Administration of the Plan                             3
     Sec. 3:1.     Stock Option Committee                            3
     Sec. 3:2.     Duration, Removal, Etc.                           3
     Sec. 3:3.     Meetings and Actions of Committee                 3
     Sec. 3:4.     Committee's Powers                                3
                                Page 66 0f 106
Article IV:  Eligibility and Participation                           4
     Sec. 4:1.     Elibible Individuals                              4
     Sec. 4:2.     No Right to Option                                4

Article V:  Grant of Options and Certain Terms of the Agreements     5
     Sec. 5:1.     Determination of Eligible Individuals             5
     Sec. 5:2.     Date of Grant
     Sec. 5:3.     Stock Option Agreement                            5
     Sec. 5:4.     Forfeiture of Stock                               5
     Sec. 5:5.     Cash Awards                                       5

Article VI:  Terms and Conditions of Options                         6
     Sec. 6:1.     Number of Shares                                  6
     Sec. 6:2.     Exercise Price                                    7
     Sec. 6:3.     Medium and Time of Payment, Method of 
                     Exercise, and Withholding Taxes                 7
     Sec. 6:4.     Terms, Time of Exercise, and Transferability
                     of Options                                      9
     Sec. 6:5.     Limitation on Aggregate Value of Shares That
                     May Become First Exercisable During Any
                     Calendar Year Under an Incentive Stock Option  12
     Sec. 6:6.     Adjustments Upon Changes in Capitalization,
                     Merger, Etc.                                   12
     Sec. 6:7.     Rights as a Shareholder                          13
     Sec. 6:8.     Modification, Extension, and Renewal of Options  13
     Sec. 6:9.     Furnish Information                              14
     Sec. 6:10.    Obligation to Exercise; Termination of
                     Employment                                     14
     Sec. 6:11.    Agreement Provisions                             14
                                Page 67 of 106
Article VII:  Duration of Plan                                      14

Article VIII:  Amendment of Plan                                    15

Article IX:  General                                                15
     Sec. 9:1.     Application of Funds                             15
     Sec. 9:2.     Right of Company and Affiliates to 
                     Terminate Employment                           15
     Sec. 9:3.     No Liability for Good Faith Determinations       15
     Sec. 9:4.     Information Confidential                         15
     Sec. 9:5.     Other Benefits                                   16
     Sec. 9:6.     Execution of Receipts and Releases               16
     Sec. 9:7.     No Guarantee of Interests                        16
     Sec. 9:8.     Payment of Expenses                              16
     Sec. 9:9.     Company Records                                  16
     Sec. 9:10.    Information                                      16
     Sec. 9:11.    No Liability of Company                          16
     Sec. 9:12.    Company Action                                   16
     Sec. 9:13.    Severability                                     17
     Sec. 9:14.    Notices                                          17
     Sec. 9:15.    Waiver of Notice                                 17
     Sec. 9:16.    Successors                                       17
     Sec. 9:17.    Headings                                         17
     Sec. 9:18.    Governing Law                                    17
     Sec. 9:19.    Word Usage                                       17
     Sec. 9:20.    Remedies                                         18
     Sec. 9:20.	   Remedies                                         18

Article X:  Approval of Shareholders                                18
                                Page 68 of 106
                           1998 Stock Option Plan
                                     of
                           Supreme Industries, Inc.

This Supreme Industries, Inc. 1998 Stock Option Plan (the "Plan") provides 
for the granting of:

(a)	Incentive Stock Options (hereinafter defined) to certain key employees of 
Supreme Industries, Inc., a Delaware corporation ("Company"), and/or its 
Affiliates (hereinafter defined), and

(b)	Nonstatutory Stock Options (hereinafter defined) to certain key employees 
of Company, and/or its Affiliates, and to certain individuals who are not 
employees of Company or its Affiliates.

The purpose of the Plan is to provide an incentive for key employees of 
Company and/or its Affiliates, and for individuals who are not employees of 
Company and/or its Affiliates but who from time to time provide substantial 
advice or other assistance or services to Company and/or its Affiliates, to 
remain in the service of Company and/or its Affiliates or continue to provide 
such assistance, to extend to them the opportunity to acquire a proprietary 
interest in Company so that they will apply their best efforts for the 
benefit of Company, and to aid Company in attracting able persons to enter 
the service of Company and/or its Affiliates or provide such assistance.
                                Page 69 of 106
                                  Article I
                                 Definitions

Sec. 1:1.	Act.  "Act" shall mean the Securities Exchange Act of 1934, as 
amended.

Sec. 1:2.	Affiliates.  "Affiliates" shall mean:  (a) any corporation, other 
than Company, in an unbroken chain of corporations ending with Company if 
each of the corporations, other than Company, owns stock possessing fifty 
percent (50%) or more of the total combined voting power of all classes of 
stock in one of the other corporations in such chain; and (b) any 
corporation, other than Company, in an unbroken chain of corporations 
beginning with Company if each of the corporations, other than the last 
corporation in the unbroken chain, owns stock possessing fifty percent (50%) 
or more of the total combined voting power of all classes of stock in one of 
the other corporations in such chain.

Sec. 1:3.	Agreement.  "Agreement" shall mean the written agreement between 
Company and a Holder evidencing the Option granted by Company and the 
understanding of the parties with respect thereto.

Sec. 1:4.	Board of Directors.  "Board of Directors" shall mean the board of 
directors of Company.

Sec. 1:5.	Code.  "Code" shall mean the Internal Revenue Code of 1986, as 
amended.

Sec. 1:6.	Committee.  "Committee" shall mean the committee designated in 
Article III hereof by the Board of Directors to administer this Plan.

Sec. 1:7.	Eligible Individuals.  "Eligible Individuals" shall mean:  (a) key 
employees, including officers and/or directors who are also employees of 
Company and/or of any of its Affiliates; and (b) individuals who are not 
employees of Company and/or of its Affiliates but who from time to time 
provide substantial advice or other assistance or services to Company and/or 
its Affiliates.

Sec. 1:8.	Fair Market Value.  "Fair Market Value" shall mean, if the Stock is 
traded on one or more established markets or exchanges, the mean of the 
opening and closing prices of the Stock on the primary market or exchange on 
which the Stock is traded, and if the Stock is not so traded or the Stock 
does not trade on the relevant date, the value determined in good faith by 
the Board of Directors.  For purposes of valuing Incentive Stock Options, the 
Fair Market Value of stock shall be determined without regard to any 
restriction other than one which, by its terms, will never lapse.
                                Page 70 of 106
Sec. 1:9.	Holder.  "Holder" shall mean an Eligible Individual to whom an 
Option has been granted.

Sec. 1:10.	Incentive Stock Options.  "Incentive Stock Options" shall mean 
stock options that are intended to satisfy the requirements of Sec. 422 of 
the Code.

Sec. 1:11.	Nonstatutory Stock Options.  "Nonstatutory Stock Options" shall 
mean stock options that are not intended to be, or are not denominated as, 
Incentive Stock Options.

Sec. 1:12.	Options.  "Options" shall mean either Incentive Stock Options or 
Nonstatutory Stock Options, or both.

Sec. 1:13.	Stock.  "Stock" shall mean Company's authorized $.10 par value 
Class A Common Stock.


                                  Article II
              Stock and Maximum Number of Shares Subject to the Plan

Sec. 2:1.	Description of Stock and Maximum Shares Allocated.  The Stock which 
Options granted hereunder give a Holder the right to purchase may be unissued 
or reacquired shares of Stock, as the Board of Directors may, in its sole and 
absolute discretion, from time to time determine.  Subject to the adjustments 
in Sec.6.6 hereof, the aggregate number of shares of Stock to be issued 
pursuant to the exercise of all Options granted hereunder may equal, but may 
not exceed, 650,000 shares of Company's Stock.

Sec. 2:2.	Restoration of Shares.  If an Option hereunder expires, terminates, 
or is not exercised for any reason during the term of this Plan, the shares 
of Stock which were subject to such Option shall be "restored" to the Plan by 
again being available for Options granted after the shares' restoration, 
effective as of the first day of the year following such expiration, 
termination, or non-exercise.
                                Page 71 of 106
                                 Article III
                          Administration of the Plan

Sec. 3:1.	Stock Option Committee.  This Plan will be administered by a 
Committee consisting of six members to be appointed by Company's Board of 
Directors.  The members of the Stock Option Committee must be members of the 
Company's Board of Directors.

Sec. 3:2.	Duration, Removal, Etc.  The members of the Committee shall serve 
at the pleasure of the Board of Directors, which shall have the power, at any 
time and from time to time, to remove members from the Committee or to add 
members thereto.  Vacancies on the Committee, however caused, shall be filled 
by the Board of Directors.

Sec. 3:3.	Meetings and Actions of Committee.  The Committee shall elect one 
of its members as its Chairman and shall hold its meetings at such times and 
places as it may determine.  All decisions and determinations of the 
Committee shall be made by the majority vote of all of its members present at 
a meeting; provided, however, that any decision or determination reduced to 
writing and signed by all of the members of the Committee shall be as fully 
effective as if it had been made at a meeting duly called and held.  The 
Committee may make any rules and regulations for the conduct of its business 
that are not inconsistent with the provisions hereof and with the Bylaws of 
Company.

Sec. 3:4.	Committee's Powers.  Subject to the express provisions hereof, the 
Committee shall have the authority, in its sole and absolute discretion to: 
(a)adopt, amend, and rescind administrative and interpretive rules and 
regulations relating to the Plan; (b) determine the terms and provisions of
the respective Agreements (which need not be identical), including provisions 
defining or otherwise relating to:  (i) subject to Article VI of the Plan, 
the term and the period or periods and extent of exercisability of the 
Options, (ii) the extent to which the transferability of shares of Stock 
issued upon exercise of Options is restricted, (iii) the effect of 
termination of employment upon the exercisability of the Options, and (iv) 
the effect of approved leaves of absence (consistent with any applicable 
regulations of the Internal Revenue Service); (c) accelerate the time of 
exercisability of any Option that has been granted; (d) construe the 
respective Option Agreements and the Plan; and (e) make all other 
determinations and perform all other acts necessary or advisable for 
administering the Plan, including the delegation of such ministerial acts and 
responsibilities as the Committee deems appropriate.  The Committee may 
correct any defect or supply any omission or reconcile any inconsistency in 
the Plan or in any Agreement in the manner and to the extent it shall deem 
expedient to carry it into effect, and it shall be the sole and final judge 
of such expediency.  The determination of the Committee on the matters 
referred to in this Sec.3.4 shall be final and conclusive.
                                Page 72 of 106
                                  Article IV
                        Eligibility and Participation

Sec. 4:1.	Eligible Individuals.  Options may be granted hereunder only to 
persons who are Eligible Individuals at the time of the grant thereof.  
Notwithstanding any provision contained herein to the contrary, a person may 
not receive an Incentive Stock Option hereunder unless he or she is an 
employee of Company and/or an Affiliate, nor shall a person be eligible to 
receive an Incentive Stock Option hereunder if he or she, at the time such 
Option is granted, would own (within the meaning of Secs. 422 and 424 of the 
Code) stock possessing more than ten percent (10%) of the total combined 
voting power or value of all classes of stock of Company or an Affiliate, 
unless at the time such Incentive Stock Option is granted the exercise price 
per share is at least one hundred ten percent (110%) of the Fair Market Value 
of each share of stock to which the Incentive Stock Option relates and the 
Incentive Stock Option is not exercisable after the expiration of five (5) 
years from the date it is granted.

Sec. 4:2.	No Right to Option.  The adoption of the Plan shall not be deemed 
to give any person a right to be granted an Option.


                                Article V
            Grant of Options and Certain Terms of the Agreements

Sec. 5:1.	Determination of Eligible Individuals.  Subject to the express 
provisions hereof, the Committee shall determine which Eligible Individuals 
shall be granted Options hereunder from time to time.  In making grants, the 
Committee shall take into consideration the contribution the potential Holder 
has made or may make to the success of Company and/or its Affiliates along 
with such other considerations as the Board of Directors may from time to 
time specify.  The Committee shall also determine the number of shares 
subject to each of such Options and shall authorize and cause Company to 
grant Options in accordance with such determinations.
                                Page 73 of 106
Sec. 5:2.	Date of Grant.  The date on which the Committee completes all 
action constituting an offer of an Option to an individual, including the 
specification of the number of shares of Stock to be subject to the Option, 
shall be the date on which the Option covered by an Agreement is granted, 
even though certain terms of the Agreement may not be determined at such time 
and even though the Agreement may not be executed until a later time.  For 
purposes of the preceding sentence, an offer shall be deemed made if the 
Committee has completed all such action and has communicated the grant 
thereof to the potential Holder.  In no event, however, may an Optionee gain 
any rights in addition to those specified by the Committee in its grant, 
regardless of the time that may pass between the grant of the Option and the 
actual execution of the Agreement by Company and the Optionee.

Sec. 5:3.	Stock Option Agreement.  Each Option granted hereunder shall be 
evidenced by an Agreement, executed by Company and the Eligible Individual to 
whom the Option is granted, incorporating such terms as the Committee deems 
necessary or desirable.  More than one Option may be granted hereunder to the 
same Eligible Individual and be outstanding concurrently hereunder.  In the 
event an Eligible Individual is granted both one or more Incentive Stock 
Options and one or more Nonstatutory Stock Options, such grants shall be 
evidenced by separate Agreements, one for each of the Incentive Stock Option 
grants and one for each of the Nonstatutory Stock Option grants.

Sec. 5:4.	Forfeiture of Stock.  Each Agreement may provide for conditions 
giving rise to the forfeiture of the Stock acquired pursuant to an Option 
granted hereunder and/or such restrictions on the transferability of shares 
of Stock acquired pursuant to an Option granted hereunder as the Committee in 
its sole and absolute discretion deems proper or advisable.  Such conditions 
giving rise to forfeiture may include, but need not be limited to, the 
requirement that the Holder render substantial services to Company and/or its 
Affiliates for a specified period of time.  Such restrictions on 
transferability may include, but need not be limited to, options and rights 
of first refusal in favor of Company.  

Sec. 5:5.	Cash Awards.  In addition, the Board of Directors may authorize the 
Committee to grant cash awards payable in connection with the exercise of an 
Option upon such terms and conditions as are specified by the Board of 
Directors; provided that no such cash award shall be effective unless it 
complies with any applicable requirements for exemption from liability 
pursuant to Rule 16b-3 promulgated under the Act.
                                Page 74 of 106
                                  Article VI
                       Terms and Conditions of Options
All Options granted hereunder shall comply with, be deemed to include, and 
shall be subject to, the following terms and conditions:
          
Sec. 6:1.	Number of Shares.  Each Agreement shall state the number of shares 
of Stock to which it relates.  Except to the extent an Agreement otherwise 
provides, the following limitations shall apply to the exercise of each 
Option:

A.	First Year.  A Holder may not exercise his or her Option during the first 
twelve(12) month period following the date of grant of such Option.

B.	After First Year.  A Holder may exercise up to (but not more than) one-
third of the total shares of Stock subject to his or her Option at any time 
after the first twelve (12) month period following the day of grant of such 
Option.

C.	After Second Year.  A Holder may exercise up to (but not more than) two-
thirds of the total shares of Stock subject to his or her Option at any time 
after the first twenty-four (24) month period following the date of grant of 
such Option.

D.	After Third Year.  A Holder may exercise all of the shares of Stock 
subject to his or her Option at any time after the first thirty-six (36) 
month period following the date of grant of such Option.

E.	Senior Status.  Notwithstanding the limitations stated above, if a Holder 
is sixty-five (65) years of age or older at the time his or her Option is 
granted, such Holder may exercise up to (but not more than) one-half of the 
total shares of Stock subject to such Option at any time during the first 
twelve (12) month period following the date of grant of such Option and 
thereafter may exercise all of the shares of Stock subject to such Option.

F.	De Minimus Limitation.  Subject to the limitations stated above, each 
Option may be exercised at one time or on several successive occasions; 
however, each Option may not be exercised in an amount less than one 
hundred (100) shares at any one time (unless such exercise is being made as 
to the entire portion of Stock which may be purchased pursuant to this Plan).

Sec. 6:2.	Exercise Price.  Each Agreement shall state the exercise price per 
share of Stock.  The exercise price per share of stock subject to an 
Incentive Stock Option shall not be less than the greater of:  (a) the par 
value per share of the Stock; or (b) one hundred percent (100%) of the Fair 
Market Value per share of Company's Stock on the date of the grant of the 
Option.  The exercise price per share of stock subject to a Nonstatutory 
Stock  Option shall not be less than fifty percent (50%) of the Fair Market 
Value per share of the Stock on the date of the grant of the Option.
                                Page 75 of 106
Sec. 6:3.	Medium and Time of Payment, Method of Exercise, and Withholding 
Taxes.

A.	Exercise of Option.  Except as otherwise permitted below, the exercise 
price of stock covered by an Option shall be payable upon the exercise of the 
Option in cash, by certified or cashier's check.  Exercise of an Option shall 
not be effective until Company has received written notice of exercise.  Such 
notice must specify the number of whole shares to be purchased and be 
accompanied by payment in full of the aggregate exercise price of the number 
of shares purchased.  Company shall not in any case be required to sell, 
issue, or deliver a fractional share with respect to any Option.

1.	Stock-for-Stock Exercise. With the consent of the Committee, the Holder 
may pay the exercise price with shares of Stock of Company which have been 
held by the Holder for at least six (6) months prior to the date of 
exercise, or with the consent of the Committee, by a combination of cash and 
such shares.  Such Stock shall be duly endorsed for transfer to Company.  
Such Stock shall be deemed to have a fair market value on the date of 
delivery equal to the aggregate purchase price of the shares with respect to 
which such Option or portion thereof is being exercised.

2.	Cashless Exercise/Sale Method.  With the consent of the Committee, payment 
in full of the exercise price of the Option may be made through the Company's 
receipt of a copy of instructions to a broker directing such broker to sell 
the Stock for which the Option is being exercised, to remit to the Company an 
amount equal to the aggregate exercise price of such Option, with the balance 
being remitted to Holder.

3.	Cashless Exercise/Net Method.  With the consent of the Committee, payment 
in full of the exercise price of the Option may be made, based on written
instructions received from the Holder, by Company's issuance to the Holder of 
that number of shares of Stock having a fair market value equal to only the 
"profit portion" of his, her, or its Option (i.e., the excess of the then 
fair market value of the Stock over the Holder's exercise price).

B.	New Options.  In the event that a Holder pays the exercise price of his 
Option, in whole or in part, with previously owned shares of Stock, pursuant 
to the rules specified above, then, if and to the extent approved by the 
Committee, in addition to the shares of Stock purchased pursuant to the 
Option exercise, such Holder shall also receive a new Option, subject to the 
terms and conditions set forth below and in the Holder's individual Stock
Option Agreement.  
                                Page 76 of 106
Upon exercise of the Option with payment in the form of either shares of 
Stock or a combination of cash and shares of Stock, the Committee may, in its 
sole and absolute discretion, grant the Holder a new Option for shares of 
Stock equal to the number of shares that were delivered by the Holder to 
Company to pay, in whole or in part, the exercise price of the previous 
Option.  The exercise price of the new Option shall be equal to at least 100% 
of the Fair Market Value per share of the Stock on the date of the exercise 
of the previous Option. Provided, however, the new Option cannot be exercised 
by the Holder until the later of:  (1) the exercisability dates specified in 
the individual Option Agreement; or (2) six (6) months after the date of 
grant.  As a further condition on the exercisability of the new Option, the 
shares of Stock received by the Holder upon exercise of his or her previous
Option must be held by the Holder for at least six (6) months prior to any 
sale of such shares by the Holder.  Any sale of such shares  by a Holder 
prior to the expiration of the six (6) month holding period shall render the 
new Option non-exercisable.  Nothing in this paragraph shall prevent the 
Committee from granting a Holder another new Option in the future when the 
previous new Option is exercised by the Holder with the payment of previously 
owned shares of Stock.

C.	Withholding.

1.	General.  The Committee may, in its discretion, require a Holder to pay to 
Company at the time of exercise of an Option (or portion thereof) the amount 
that Company deems necessary to satisfy its obligation to withhold Federal, 
state, or local income or other taxes incurred by reason of the exercise.  
Upon the exercise of an Option requiring tax withholding, a Holder may make a
written request to have shares of stock withheld by Company from the shares 
otherwise to be received.  The number of shares so withheld shall have an 
aggregate Fair Market Value on the date of exercise sufficient to satisfy the 
applicable withholding taxes.  The acceptance of any such request by a Holder 
shall be at the sole discretion of the Committee, including, if deemed 
necessary by the Committee, approval by the Securities and Exchange 
Commission and the satisfaction of any additional requirements necessary to 
obtain such approval.

2.	Additional Sec. 16b Requirements.  Currently, with respect to Option 
holders subject to liability under Section 16b of the Act, such additional 
requirements include the following:  (1) any previously owned shares of Stock 
used to satisfy the withholding obligation must have been held by the 
taxpayer for at least six (6) months, and any Option shares otherwise 
issuable hereunder to be withheld to satisfy such obligations may be so 
withheld only if both the exercise of the Option and the election to have 
shares withheld are made at least six (6) months after the date of grant; (2) 
the Option holder's election must be made:  (a) at 
                                Page 77 of 106
least six (6) months less one day prior to the date on which the option 
exercise becomes taxable, or (b) within a 10-day "window period" beginning on 
the third business day following the release of Company's annual or quarterly
financial reports and ending on the twelfth day thereafter (but in no event 
later than the date the option exercise becomes taxable); (3) Company has 
been subject to the Act's reporting requirements for more than a year and has
filed all reports and statements required to be filed pursuant to Section 13 
of the Act; (4)Company regularly issues quarterly or annual summary 
statements of sales and earnings; (5) all members of the Committee 
administering the Plan with respect to Option holders subject to liability 
under Section 16b of the Act are "disinterested" in accordance with Rule 
16b-3 promulgated under the Act; (6) the Committee will be empowered to 
consent to or disapprove an Option holder's withholding election; and (7) any 
withholding election will be required to be irrevocable.

Sec. 6:4.	Terms, Time of Exercise, and Transferability of Options.

A.	Decrease in Term of Option.  In addition to such other terms and 
conditions as may be included in a particular Agreement granting an Option, 
an Option shall be exercisable during a Holder's lifetime only by him or her 
or by his or her guardian or legal representative.  An Option shall not be 
transferrable other than by will or the laws of descent and distribution.  
Each Option shall also be subject to the following terms and conditions 
(except to the extent a Holder's Agreement otherwise provides):

1.	Termination of Employment or Directorship.
                                 
a.	Voluntary Termination.  If a Holder ceases to be employed by at least one 
of the employers in the group of employers consisting of Company and its 
Affiliates because the Holder voluntarily terminates his or her employment 
with such group of employers and the Holder does not remain or thereupon 
become a director of Company or one or more of its Affiliates, or if a Holder 
ceases to be a director of at least one of the corporations in the group of 
corporations consisting of Company and its Affiliates and the Holder does not 
remain or thereupon become an employee of Company or one or more of its 
Affiliates, the portion (if any) of an Option that remains unexercised, 
including that portion (if any) that pursuant to the Agreement is not yet
exercisable, as of the date of the Holder's termination of employment or 
ceasing to be a director, whichever occurs later, shall terminate and cease 
to be exercisable as of such date (or ninety [90] days prior thereto if the 
Holder elected to exercise his or her Option in anticipation of such 
termination [to be determined in the sole discretion of the Committee]).
                                Page 78 of 106
b.	Termination for Cause.  If a Holder ceases to be employed by at least one 
of the employers in the group of employers consisting of Company and its 
Affiliate because any of such entities terminates the Holder's employment for 
cause, the portion (if any) of an Option that remains unexercised, including
that portion (if any) that pursuant to the Agreement is not yet exercisable, 
at the time of the Holder's termination of employment, shall terminate and 
cease to be exercisable immediately upon such termination (or ninety [90] 
days prior thereto if the Holder elected to exercise his or her Option in 
anticipation of such termination [to be determined in the sole discretion of 
the Committee]).  A Holder's employment shall be deemed terminated "for 
cause" if terminated by the Board of Directors of Company (or the board of 
directors of an Affiliate) because of incompetence, insubordination, 
dishonesty, other acts detrimental to the interest of Company and/or its 
Affiliates, or any material breach by the Holder of any employment, 
nondisclosure, noncompetition, or other contract with Company and/or one of 
its Affiliates.  Whether "cause" exists shall be determined by such Board of
Directors in its sole discretion and in good faith.  The exercise of an 
option in anticipation of a termination for cause shall be null and void.

c.	Termination Without Cause.  If a Holder ceases to be employed by at least 
one of the employers in the group of employers consisting of Company and its 
Affiliates because one or more of such entities terminates the employment of 
the Holder for otherwise than for "cause," and the Holder does not remain or
thereupon become a director of Company and/or one or more of its Affiliates, 
the Holder shall have the right for thirty (30) days following such 
termination to exercise the Option with respect to that portion thereof that 
has become exercisable pursuant to Holder's Agreement as of the date of such 
termination, and thereafter the Option shall terminate and cease to be 
exercisable.

2.	Disability.  If a Holder ceases to be employed by at least one of the 
employers in the group of employers consisting of Company and its Affiliates 
by reason of disability (as defined in Sec.22(e)(3) of the Code) and does not 
remain or thereupon become a director of Company or one or more of its 
Affiliates, or if the Holder ceases by reason of such disability to be a 
director of at least one of the corporations in the group of corporations 
consisting of Company and its Affiliates, 
                                Page 79 of 106
the Holder shall have the right for ninety (90) days after the date of 
termination of employment with, or cessation of directorship of, such group 
of employers by reason of disability, whichever occurs later, to exercise an 
Option to the extent such Option is exercisable on the date of his or her 
termination of employment, and thereafter the Option shall terminate and 
cease to be exercisable. 

3.	Death.  If a Holder dies while in the employ of Company or an Affiliate, 
or dies while a director of Company or an Affiliate, his or her Option shall 
be exercisable by his or her legal representatives, legatees, or distributees 
for six (6) months following the date of the Holder's death to the extent 
such Option is exercisable on the Holder's date of death, and thereafter the 
Option shall terminate and cease to be exercisable.

B.	Term of Option.  Notwithstanding any other provision of this Plan, 
including the provisions of Subsection A above, no Incentive Stock Option may 
be exercised after the expiration of ten (10) years from the date it was 
granted (or the period specified in Sec.4.1, if applicable).  The Committee 
may prescribe in any Agreement that the Option evidenced thereby may be 
exercised in full or in part as to any number of shares subject thereto at 
any time or from time to time during the term of the Option, or in such 
installments at such times during said term as the Committee may prescribe.  
Except as provided above and unless otherwise provided in any Agreement, an 
Option may be exercised at any time or from time to time during the term of 
the Option.  Such exercise may be as to any or all whole (but no fractional) 
shares which have become purchasable under the Option.

C.	Issuance of Stock Certificates.  Within a reasonable time, or such time as 
may be permitted by law, after Company receives written notice that the 
Holder has elected to exercise all or a portion of an Option, such notice to 
be accompanied by payment in full of the aggregate exercise price of the 
number of shares purchased, Company shall issue and deliver a certificate 
representing the shares acquired as a result of the exercise and any other 
amounts payable in consequence of such exercise.  In the event that a Holder 
exercises both an Incentive Stock Option, or portion thereof, and a 
Nonstatutory Stock Option, or a portion thereof, separate Stock certificates 
shall be issued, one for the Stock subject to the Incentive Stock Option and 
one for the Stock subject to the Nonstatutory Stock Option.  The number of 
shares of Stock transferrable due to an exercise of an Option under this Plan 
shall not be increased due to the passage of time, except as may be provided 
in an Agreement.

D.	Issuance in Compliance With Securities Laws.  Nothing herein or in any 
Option granted hereunder shall require Company to issue any shares upon
                                Page 80 of 106
exercise of any Option if such issuance would, in the opinion of counsel for 
Company, constitute a violation of the Securities Act of 1933, as amended, or 
any similar or superseding statute or statutes, or any other applicable 
statute or regulation, as then in effect.

E.	Investment Legend.  At the time of exercise of an Option, Company may, as 
a condition precedent to the exercise of such Option, require from the Holder 
of the Option (or in the event of his or her death, his or her legal 
representatives, legatees, or distributees) such written representations, if 
any, concerning his or her intentions with regard to the retention or 
disposition of the shares being acquired by exercise of such Option and such 
written covenants and agreements, if any, as to the manner of disposal of 
such shares as, in the opinion of counsel to Company, may be necessary to 
ensure that any disposition by such Holder (or in the event of his or her 
death, his or her legal representatives, legatees, or distributees), will not 
involve a violation of the Securities Act of 1933, as amended, or any similar 
or superseding statute or statutes, or any other applicable state or federal 
statute or regulation, as then in effect.  Certificates for shares of Stock, 
when issued, may have the following legend, or statements of other applicable 
restrictions, endorsed thereon, and may not be immediately transferable:

The shares of Stock evidenced by this certificate have been issued to the 
registered owner in reliance upon written representations that these shares 
have been purchased for investment.  These shares may not be sold, 
transferred, or assigned unless, in the opinion of Company and its legal 
counsel, such sale, transfer, or assignment will not be in violation of the 
Securities Act of 1933, as amended, applicable rules and regulations of the 
Securities and Exchange Commission, and any applicable state securities laws.

Sec. 6:5.	Limitation on Aggregate Value of Shares That May Become First 
Exercisable During Any Calendar Year Under an Incentive Stock Option.  With 
respect to any Incentive Stock Option granted under this Plan, to the extent 
that the aggregate Fair Market Value of shares of Stock exceed $100,000, then 
such excess over $100,000 shall not be considered as subject to an Incentive 
Stock Option, but rather shall be considered as subject to a Nonstatutory 
Stock Option.  This rule shall be applied by taking shares of Stock subject to
Incentive Stock Options that are purchasable for the first time in the calendar
year into account in the order in which such Incentive Stock Options were 
granted.
                                Page 81 of 106
Sec. 6:6.	Adjustments Upon Changes in Capitalization, Merger, Etc.  

A.	Method of Adjustment.  In the event of any change in the number of 
outstanding shares of Stock effected without receipt of consideration 
therefor by Company (other than as a result of the conversion of Company's 
Class B Common Stock into Class A Common Stock) by reason of a stock 
dividend, or split, combination, exchange of shares or other 
recapitalization, merger, or otherwise, in which Company is the surviving 
corporation, the aggregate number and class of the reserved shares, the 
number and class of shares subject to each outstanding Option, and the 
exercise price of each outstanding Option shall be automatically adjusted 
to accurately and equitably reflect the effect thereon of such change 
(provided that any fractional share resulting from such adjustment may be 
eliminated).  In the event of a dispute concerning such adjustment, the
decision of the Committee shall be conclusive.  The number of reserved shares
or the number of shares subject to any outstanding Option shall be 
automatically reduced by any fraction included therein which results from
any adjustment made pursuant hereto.

B. Termination of Option.  The following provisions shall apply unless a
Holder's Agreement provides otherwise.  A dissolution or liquidation of
Company; a sale of all or substantially all of the assets of Company where it
is contemplated that within a reasonable period of time thereafter Company
will either be liquidated or converted into a nonoperating company or an
extraordinary dividend will be declared resulting in a partial liquidation of
Company (but in all cases only with respect to those employees whom it is 
anticipated will lose their employment with Company and its Affiliates as a 
result of such sale of assets); a merger or consolidation (other than a 
merger effecting a reincorporation of Company in another state or any other 
merger or a consolidation in which the shareholders of the surviving 
corporation and their proportionate interests therein immediately after the 
merger or consolidation are substantially identical to the shareholders of 
Company and their proportionate interests therein immediately prior to the 
merger or consolidation) in which Company is not the surviving corporation (or
survives only as a subsidiary of another corporation in a transaction in 
which the shareholders of the parent of Company and their proportionate 
interests therein immediately after the transaction are not substantially 
identical to the shareholders of Company and their proportionate interests 
therein immediately prior to the transaction) shall cause every Option then 
outstanding to terminate, but the Holders of each such then outstanding Option
shall, in any event, have the right, immediately prior to such dissolution, 
liquidation, sale of assets, merger, consolidation, or transaction, to 
exercise each such Option, to the extent not theretofore exercised, without 
regard to the determination as to the periods and installments of 
exercisability made pursuant to a Holder's Agreement if (and only if) such 
Options have not at that time expired or been terminated.
                                Page 82 of 106
Sec. 6:7.	Rights as a Shareholder.  A Holder shall have no right as a
shareholder with respect to any shares covered by his or her Option until a 
certificate representing such shares is issued to him or her.  No adjustment
shall be made for dividends (ordinary or extraordinary, whether in cash or
other property) or distributions or other rights for which the record date is
prior to the date such certificate is issued (except as provided in Sec. 6.6
hereof).

Sec. 6:8. Modification, Extension, and Renewal of Options.  Subject to the 
terms and conditions of and within the limitations of the Plan, the Committee 
may modify, extend, or renew outstanding Options granted under the Plan, or 
accept the surrender of Options outstanding hereunder (to the extent not 
theretofore exercised) and authorize the granting of new Options hereunder in 
substitution therefor (to the extent not theretofore exercised).  The 
Committee may not, however, without the consent of the Holder, modify any 
outstanding Incentive Stock Options so as to specify a lower exercise price 
or accept the surrender of outstanding Incentive Stock Options and and 
authorize the granting of new Options in substitution therefor specifying a 
lower option price.  In addition, no modification of an Option granted 
hereunder may, wihtout the consent of the Holder, alter or impair any rights 
or obligations under any Option theretofore granted hereunder to such Holder 
under the Plan, except as may be necessary with respcet to Incentive Stock 
Options to satisfy the requirements of Sec. 422 of the Code.

Sec. 6:9. Furnish Information.  Each Holder shall furnish to Company all 
information requested by Company to enable it to comply with any reporting or 
other requirements imposed upon Company by or under any applicable statute
or regulation.

Sec. 6:10. Obligation to Exercise; Termination of Employment.  The grantin of
an Option hereunder shall impose no obligation upon the Holder to exercise
the same or any part thereof.  In the event of a Holder's termination of 
employment with Company or an Affiliate, the unexercised portion of an Option
granted hereunder shall terminate in accordance with Sec. 6.4 hereof.

Sec.6:11. Agreement Provisions.  The Agreements authorized under the Plan 
shall contain such provisions in addition to those required by the Plan 
(including, without limitation, restrictions or the removal of restrictions 
upon the exercise of the Option and the retention or transfer of shares 
thereby acquired) as the Committee deems advisable.  Each Agreement shall 
identify the Option evidenced thereby as an Incentive Stock Option or 
Nonstatutory Stock Option, as the case may be, and no Agreement shall cover 
both an Incentive Stock Option and Nonstatutory Stock Option.  Except as 
provided by SubsectionB of Sec. 6.6, each Agreement relating to an Incentive 
Stock Option granted hereunder shall contain such limitations and 
restrictions upon the exercise of the Incentive Stock Option to which it 
relates as is necessary for the Incentive Stock Option to which such 
Agreement relates to constitute an incentive stock option, as defined in Sec. 
422 of the Code.
                                Page 83 of 106
                                 Article VII
                               Duration of Plan
No Incentive Stock Options may be granted hereunder after the date that is 
ten (10) years from the earlier of:  (i) the date this Plan is adopted by the 
Board of Directors; or (ii) the date this Plan is approved by Company's 
shareholders.  In addition, with respect to shares of Stock not currently 
covered by an outstanding Option, this Plan may be terminated at any time by 
the Board of Directors.

                                  Article VIII 
                               Amendment of Plan
The Board of Directors may, insofar as permitted by law, with respect to any 
shares at the time are not subject to Options, suspend or discontinue the 
Plan or revise or amend it in any respect whatsoever; provided, however, 
that, without the approval of the holders of a majority of the outstanding 
shares of voting stock of all classes of Company, no such revision or 
amendment shall:  (a) change the number of shares of the Stock subject to the 
Plan, (b) change the designation of the class of employees eligible to 
receive Options, (c) decrease the price at which Incentive Stock Options may 
be granted, (d) remove the administration of the Plan from the Committee, or 
(e) without the consent of the affected Holder, cause the Incentive Stock 
Options granted hereunder and outstanding at such time that satisfied the 
requirements of Sec. 422 of the Code to no longer satisfy such requirements.
                                Page 84 of 106
                                  Article IX
                                    General
Sec. 9:1.	Application of Funds.  The proceeds received by Company from the 
sale of shares pursuant to Options shall be used for general corporate 
purposes.

Sec. 9:2.	Right of Company and Affiliates to Terminate Employment.  Nothing 
contained in the Plan, or in any Agreement, shall confer upon any Holder the 
right to continue in the employ of Company or any Affiliate, or interfere in 
any way with the rights of Company or any Affiliate to terminate his or her 
employment at any time.

Sec. 9:3.	No Liability for Good Faith Determinations.  Neither the members of 
the Board of Directors nor any member of the Committee shall be liable for 
any act, omission, or determination taken or made in good faith with respect 
to the Plan or any Option granted under it, and members of the Board of 
Directors and the Committee shall be entitled to indemnification and 
reimbursement by Company in respect of any claim, loss, damage, or expense 
(including attorneys' fees, the costs of settling any suit, provided such 
settlement is approved by independent legal counsel selected by Company, and 
amounts paid in satisfaction of a judgment, except a judgment based on a 
finding of bad faith) arising therefrom to the full extent permitted by law 
and under any directors and officers liability or similar insurance coverage 
that may from time to time be in effect.

Sec. 9:4.	Information Confidential.  As partial consideration for the 
granting of each Option hereunder, the Holder shall agree with Company that 
he or she will keep confidential all information and knowledge that he or she 
has relating to the manner and amount of his participation in the Plan; 
provided, however, that such information may be disclosed as required by law 
and may be given in confidence to the Holder's spouse, tax, and financial 
advisors, or to a financial institution to the extent that such information 
is necessary to secure a loan.  In the event any breach of this promise comes 
to the attention of the Committee, it shall take into consideration such 
breach, in determining whether to recommend the grant of any future Option to 
such Holder, as a factor militating against the advisability of granting any 
such future Option to such individual.

Sec. 9:5.	Other Benefits.  Participation in the Plan shall not preclude the 
Holder from eligibility in any other stock option plan of Company or any 
Affiliate or any old age benefit, insurance, pension, profit sharing 
retirement, bonus, or other extra compensation plans which Company or any 
Affiliate has adopted, or may, at any time, adopt for the benefit of its 
employees.
                                Page 85 of 106

Sec. 9:6.	Execution of Receipts and Releases.  Any payment of cash or any 
issuance or transfer of shares of Stock to the Holder, or to his or her legal 
representative, heir, legatee, or distributee, in accordance with the 
provisions hereof, shall, to the extent thereof, be in full satisfaction of 
all claims of such persons hereunder.  The Committee may require any Holder, 
legal representative, heir, legatee, or distributee, as a condition precedent 
to such payment, issuance, or transfer, to execute a release and receipt 
therefor in such form as it shall determine.

Sec. 9:7.	No Guarantee of Interests.  Neither the Committee nor Company 
guarantees the Stock of Company from loss or depreciation.

Sec. 9:8.	Payment of Expenses.  All expenses incident to the administration, 
termination, or protection of the Plan, including, but not limited to, legal 
and accounting fees, shall be paid by Company or its Affiliates.

Sec. 9:9.	Company Records.  Records of Company or its Affiliates regarding 
the Holder's period of employment, termination of employment and the reason 
therefor, leaves of absence, re-employment, and other matters shall be 
conclusive for all purposes hereunder, unless determined by the Committee to 
be incorrect.

Sec. 9:10.	Information.  Company and its Affiliates shall, upon request or as 
may be specifically required hereunder, furnish or cause to be furnished, all 
of the information or documentation which is necessary or required by the 
Committee to perform its duties and functions under the Plan.

Sec. 9:11.	No Liability of Company.  Company assumes no obligation or 
responsibility to the Holder or his or her personal representatives, heirs, 
legatees, or distributees for any act of, or failure to act on the part of, 
the Committee.

Sec. 9:12.	Company Action.  Any action required of Company shall be by 
resolution of its Board of Directors or by a person authorized to act by 
resolution of the Board of Directors.

Sec. 9:13.	Severability.  If any provision of this Plan is held to be illegal 
or invalid for any reason, the illegality or invalidity shall not affect the 
remaining provisions hereof, but such provision shall be fully severable, and 
the Plan shall be construed and enforced as if the illegal or invalid 
provision had never been included herein.

Sec. 9:14.	Notices.  Whenever any notice is required or permitted hereunder, 
such notice must be in writing and personally delivered or sent by mail.  Any 
notice required or permitted to be delivered hereunder shall be deemed to be 
delivered on the date on which it is personally delivered, or, whether 
actually received or not, on the third business day after it is deposited in 
the United States mail, certified or registered, postage prepaid, addressed 
to the person who is to receive it at the address which such person has 
theretofore specified by
                                Page 86 of 106
written notice delivered in accordance herewith.  Company or a Holder may 
change, at any time and from time to time, by written notice to the other, 
the address which it or he had theretofore specified for receiving notices.  
Until changed in accordance herewith, Company and each Holder shall specify 
as its and his or her address for receiving notices the address set forth in 
the Agreement pertaining to the shares to which such notice relates.

Sec. 9:15.	Waiver of Notice.  Any person entitled to notice hereunder may 
waive such notice.

Sec. 9:16.	Successors.  The Plan shall be binding upon the Holder, his or her 
heirs, legatees, and legal representatives, upon Company, its successors, and 
assigns, and upon the Committee, and its successors.

Sec. 9:17.	Headings.  The titles and headings of Sections and Subsections are 
included for convenience of reference only and are not to be considered in 
construction of the provisions hereof.

Sec. 9:18.	Governing Law.  All questions arising with respect to the 
provisions of the Plan shall be determined by application of the laws of the 
State of Delaware except to the extent Delaware law is preempted by federal 
law.  Questions arising with respect to the provisions of an Agreement that 
are matters of contract law shall be governed by the laws of the state 
specified in the Agreement, except to the extent Delaware corporate law 
conflicts with the contract law of such state, in which event Delaware 
corporate law shall govern.  The obligation of Company to sell and deliver 
Stock hereunder is subject to applicable laws and to the approval of any 
governmental authority required in connection with the authorization, 
issuance, sale, or delivery of such Stock.

Sec. 9:19.	Word Usage.  Words used in the masculine shall apply to the 
feminine where applicable, and wherever the context of this Plan dictates, 
the plural shall be read as the singular and the singular as the plural.

Sec. 9:20.	Remedies.  Company may recover from a Holder reasonable attorneys' 
fees incurred in connection with the enforcement of the terms and provisions 
of the Plan and any Agreement whether by an action to enforce specific 
performance or for damages for its breach or otherwise.
                                Page 87 0f 106
                                  Article X
                         Approval of Shareholders
The Plan shall take effect on the date it is adopted by the Board of 
Directors.  However, if this Plan is not approved by the holders of a 
majority of the outstanding shares of Company's ClassA and ClassB Common 
Stock at the Annual Meeting of Shareholders scheduled to be held in 1999, any 
Options granted hereunder shall be null, void, and of no force and effect as 
of their grant date.

IN WITNESS WHEREOF, Supreme Industries, Inc., acting by and through its 
officers hereunto duly authorized has executed this instrument to be 
effective the 29th day of October, 1998.

                                             SUPREME INDUSTRIES, INC.

                                             By: _______________________
                                                 Herbert M. Gardner,
                                                 Chairman of the Board
                                Page 88 of 106
Exhibit 10.12
                              Employment Contract
                              Supreme Corporation
                                   (Kropf)
This Contract is entered into between Supreme Corporation, a Texas corporation
(hereafter called "Company"), and OmerG. Kropf (hereafter called "Employee").

Company is engaged in the business of manufacturing and selling specialized 
truck bodies.  Company desires to obtain the services of Employee as one of 
its key executives, and Employee is willing and able to perform in that 
capacity.

Accordingly, in consideration of the mutual covenants herein contained, the 
parties to this Contract agree as follows:

1.  Employment.  Company hereby employs Employee, and Employee hereby accepts 
such employment from Company, pursuant to those provisions herein contained.  

2.  Term of Employment.  Subject to the provisions for termination hereafter 
provided, the term of this Contract shall be for a total of four (4) years 
beginning on May1, 1998, and ending on April 30, 2002. 

3.  Duties of Employee.  Employee is employed as President of Company.  It is 
understood and agreed that Employee is subject to the direction and control 
of Company's Board of Directors, as required by the Texas Business 
Corporation Act, and as a result Employee shall, if required by Company's 
Board of Directors during the term of this Contract, serve in any other 
executive capacity considering his experience and performance record to date 
with Company.  Employee shall devote substantially all of his time, 
attention, best efforts, and energy to the business of Company, and may not, 
during the term of this Contract, be engaged in any other material business 
activities which interfere with his ability to carry out his obligations 
hereunder.  However, such restriction shall not be construed as preventing 
Employee from making investments in (non-competitive) business enterprises so 
long as Employee will not be required to render personal services to any such 
business enterprises during Employee's normal business hours with Company.
                                Page 89 of 106
4.  Compensation.  To the extent Employee continues to comply with all of the 
provisions of this Contract (including the covenants referenced in paragraph 
8 below and contained in Exhibits "A" and "B" attached hereto):

a.  Base Salary. For the first year of this Contract, Company shall pay to 
Employee a minimum base salary of $190,000 per year payable $15,833.33 per 
month (from which federal withholding and social security taxes will be 
deducted) in the same manner as monthly salary payments are paid to other key 
executives of Company.  For the last three years of this Contract, Company 
shall pay to Employee a minimum base salary of $240,000 per year payable 
$20,000 per month (from which federal withholding and social security taxes 
will be deducted) in the same manner as monthly salary payments are paid to 
other key executives of Company; and 

b.  Pre-Tax Bonus.  It is anticipated that at the end of each calendar year, 
Employee, in his capacity as President of the Company, will request approval 
of the Board of Directors for distribution from the Company's Bonus Payment 
Plan, the amount of which will be dependent upon the operating results of the 
Company for that year.  It is also anticipated that Employee is authorized to 
include himself as a recipient of a portion of such bonus pool.  In such 
event (and assuming approval by the Board of Directors of the portion of the 
bonus which Employee recommends be distributed to himself), Employee shall be 
entitled to receive, in addition to the base salary referred to above, a 
pre-tax bonus in the amount so approved by the Board of Directors.

c.  Increases.  The Board of Directors of Company may, at any time, elect to 
increase Employee's base salary and/or pre-tax bonus above the amounts 
referred to in subparagraphs"a" and "b" above.

5.  Fringe Benefits.  During the period that Employee continues to comply 
with all of the provisions of this Contract, Employee shall receive the 
following fringe benefits:

a.  Business Expenses.  Employee may incur reasonable expenses, as determined 
by the Chairman of the Board of Company, in connection with the promotion of 
Company's business including expenses for entertainment, travel, and similar 
items.  Company agrees to reimburse Employee for all such reasonable expenses 
upon the presentation by Employee, from time to time as required by Company, 
of an itemized account of such expenditures; provided, however, Employee 
shall not expend any sums in excess of those amounts permitted by the 
Internal Revenue Code of 1986, as amended, without prior written approval 
from the Chairman of the Board of Company;
                                Page 90 of 106
b.  Medical Benefits.  Employee may receive the same rights as have been 
given to Company's employees of like stature and caliber as to group 
hospitalization, accident, and major medical benefits for himself and the 
members of his family, except that Employee shall be under the same 
obligation to pay his pro-rata portion of such benefits as all other of 
Company's employees in the event he desires to receive such benefits;

c.  Paid Vacation.  Each calendar year (or proportion thereof), Employee may 
take a vacation of four (4) weeks during which time his compensation shall be 
paid in full;

d.  Dental Expenses.  Company shall pay or reimburse Employee for all family 
dental expenses up to a maximum of $5,000 per year;

e.  Automobile.  Company shall provide an automobile for Employee's use in 
connection with the services to be rendered by Employee to Company.  Company 
shall pay or reimburse Employee for maintenance and repair expenses of the 
automobile upon submission of vouchers or itemized lists of such expenses 
prepared in compliance with Company's policy.  For so long as Company owns 
(or leases) the automobile, Company shall insure the automobile with the same 
automobile insurance company coverage that is provided for executive officers 
of Company.  Company agrees that Employee shall be designated as an 
additional insured on any Company provided policy providing liability 
insurance coverage.  In the event the automobile is damaged or destroyed by 
reason of accident, theft, vandalism, or otherwise, Employee will not have 
any liability to Company for any such loss or damage (including out-of-pocket 
deductibles); 

f.  Life Insurance.  During the term of this Contract, Company shall pay for 
and keep in full force and effect accident and life insurance policies on the 
life of, and with the proceeds payable to, Employee (or his estate), it being 
understood that the proceeds payable under such life insurance policies 
(whether provided by Company and/or any one or more of its subsidiaries) 
shall at all times be a minimum of $1,500,000; and

g.  Other Benefits.  No provision of this Contract shall preclude Employee 
from participating in any fringe benefit plan now in effect or hereafter 
adopted by Company, but Company shall be under no obligation to provide for 
his participation in, or to institute, any such plan or to make any 
contribution under any such plan, unless such opportunities are provided to 
all Company employees as a group, or to all of Company's senior officers as a 
group.
                                Page 91 of 106
6.  Key-Man Insurance.  Company may, at any time during the term of this 
Contract, apply for and procure as owner, and for its sole benefit, life 
insurance on Employee's life in such amounts and in such forms as Company may 
select.  Employee hereby acknowledges the fact that he will have no interest 
whatsoever in any such insurance policy.  However, Employee agrees that he 
shall, at Company's request, submit to such medical examinations, supply such 
information, and execute such documents as may be requested by the insuring 
companies.

7.  Termination of Employment.

a.  By Company.

1)  Date of Termination.  Company may at any time terminate this Contract, in 
which event Employee shall leave the premises on such date (the "Date of 
Termination") as is specified by Company in the notice of termination (which 
date can be as early as the date of such notice).

2)  For Cause.  If such termination is "for cause," Company will have no 
obligation to pay to Employee any compensation or fringe benefits following 
the Date of Termination.  For purposes of the preceding sentence, the phrase 
"for cause" will be deemed to mean:

a)  absence from Company's offices, physical or mental illness, or any other 
reason, for any successive period of forty-five (45) days, or for a total 
period of ninety (90) days in any one of Company's fiscal years (except that 
any vacation periods, travel on Company business, or leaves of absence 
specifically granted by Company's Board of Directors shall not be considered 
as periods of absence from employment);

b)  Employee's commission of an act of gross negligence in the performance of 
his duties or obligations hereunder;

c)  Employee's commission of any act of fraud, malfeasance, disloyalty, or 
breach of trust against the Company, or Employee fails to observe any 
covenant referenced in paragraph8 below or contained in Exhibits "A" or "B" 
hereto;

d)  Employee's refusal, or substantial inability, to perform the duties 
assigned in good faith to him pursuant to paragraph 3 hereof;
                                Page 92 of 106
e)  Employee dies or gives affirmative indication, in the opinion of a 
majority of Company's Board of Directors, that he no longer intends to abide 
by the terms of this Contract; or

f)  Employee is guilty of acts of moral turpitude or dishonesty in Company's 
affairs, gross insubordination or the equivalent, or Employee violates, or 
fails to comply with, any of the provisions of this Contract.

3)  Not For Cause.  If such termination is based on any reason other than 
"for cause," Company shall be obligated to pay to Employee his base salary 
during the remainder of the term of this Contract (on a monthly basis at the 
same rate as payable immediately before the Date of Termination).  In 
addition, within ninety(90) days after the end of the calendar year during 
which occurred the event triggering such Date of Termination, Company shall 
pay to Employee his Proportionate Share of the pre-tax bonus referred to in 
paragraph4.b. above.  For this purpose, Employee's "Proportionate Share" will 
be a fraction the numerator of which is the number of days in such calendar 
year ending with such Date of Termination and the denominator of which is the 
total number of days in such calendar year.

a)  Included within the definition of a termination of Employee other than 
"for cause" will be a "Change in Control of Company."  For purposes of this 
Contract, the term "Change in Control of Company" will mean a change in 
control of a nature that would be required to be reported in response to Item 
5(f) of Schedule 14A of Regulation 14A under the Securities Exchange Act of 
1934 (the "Exchange Act"); provided that, without limitation, such a change 
in control will be deemed to have occurred if (Y) any "person" (as such term 
is used in Sections 13(d) and 14(d) of the Exchange Act), other than Company 
or any "person" who on the date hereof is a director or officer of Company, 
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the 
Exchange Act), directly or indirectly, of securities of Company representing 
25% or more of the combined voting power of Company's then outstanding 
securities, or (Z) during any period of two consecutive calendar years during 
the term of this Agreement, individuals who at the beginning of such period 
constitute the Board of Directors of Company cease for any reason to 
constitute at least a majority thereof, unless the election of each director 
who was not a director at the beginning of such period has been approved in 
advance by directors representing at least two-thirds of the directors then 
in office who were directors at the beginning of the period.
                                Page 93 of 106
b)  Company shall transfer the title (free and clear of any liens or other 
encumbrances) to any automobile then owned (or leased) for use by, or 
otherwise provided to, Employee upon the payment of One Dollar ($1.00) to 
Company by Employee.

c)  Employee shall not be required to mitigate the amount of any payment 
provided for in this subparagraph3) by seeking other employment or otherwise, 
nor shall the amount of any payment provided for in this subparagraph3) be 
reduced by any compensation earned by Employee as the result of self-
employment or employment by another employer.

b.  By Employee.  If such termination is caused by Employee for any reason, 
Company will have no obligation to pay to Employee any compensation or fringe 
benefits following the Date of Termination.

8.  Disclosure of Confidential Information; Covenant Not To Compete.  Company 
possesses secret and confidential equipment, techniques, processes, 
procedures, technical data and information, and customer lists used or 
intended for utilization in its operations of which Employee has obtained or 
may obtain knowledge, and Company would suffer serious harm if this 
confidential information were disclosed or if Employee used this information 
to compete against Company.  Further, Employee in the performance of services 
hereunder may develop or conceive new and additional inventions and 
improvements with respect to such matters.  Accordingly, Employee hereby 
agrees that simultaneously with the execution of this Contract he shall 
execute and deliver to Company and thereafter abide by the terms of a 
"Confidentiality Agreement and Covenant Not to Compete" and "Disclosure and 
Invention Agreement," copies of each of which are attached hereto 
respectively as Exhibits "A" and "B" and incorporated herein by reference.

9.  Remedies.  Employee agrees that in the event of his breach of his 
covenants and agreements contained or referenced in this Contract, Company 
shall be entitled to obtain injunctive or similar relief from a court of 
competent jurisdiction.  The covenants contained in Exhibits "A" and "B" 
hereof shall be construed as agreements independent of any other agreements 
between Company and Employee, and the existence of any claim or cause of 
action of Employee against Company, whether predicated on this Contract or 
otherwise, shall not constitute a defense to the enforcement by Company of 
those conveyances.  Company shall be entitled to reasonable attorneys' fees 
and related legal costs in the event of a breach, or attempted breach, of 
such covenants by the Employee.  The remedies of Company and Employee under 
this Contract are cumulative and will not exclude any other remedies to which 
any party may be entitled hereunder, including a right of offset, whether at 
law or inequity.
                                Page 94 of 106
10.  Notices.  All notices allowed or required to be given hereunder must be 
in writing and dispatched by United States certified mail, return receipt 
requested, to the address of the party entitled to such notice shown at the 
end of this Contract.  Either party hereto may change the address to which 
any such notice is to be addressed by giving notice in writing to the other 
party of such change.  Any time limitation provided for in this Contract 
shall commence with the date that the party actually receives such written 
notice, and the date or postmark of any return receipt indicating the date of 
delivery of such notice to the addressee shall be conclusive evidence of such 
receipt.  In addition to the parties hereto, copies of all notices should be 
sent to:

Mr. Herbert M. Gardner
26 Broadway, Eighth Floor
New York, NY  10004

Law, Snakard & Gambill
500 Throckmorton Street
Suite 3200
Fort Worth, TX  76102
Attn:	  Rice M. Tilley, Jr., Esq.

11.  Assignment.  Neither Employee nor anyone claiming under him may commute, 
encumber, or dispose of the right to receive benefits hereunder.  Such right 
to receive benefits hereunder is expressly declared to be non-assignable and 
non-transferable by Employee, and in the event of any attempted assignment or 
transfer, Company shall have no further liability hereunder; provided, 
however, the foregoing shall not apply to assignments by operation of law, 
such as to a guardian or to an executor of Employee's estate.

12.  Waiver.  The waiver by Company of Employee's breach of any provision 
hereof shall not operate or be construed as a waiver of any subsequent breach 
by Employee.

13.  Binding Effect.  This Contract shall be binding upon the parties hereto 
and their heirs, successors, executors, administrators, personal 
representatives, and except as provided in paragraph11, assigns.
                                Page 95 of 106
14.  Survival of Provisions.  All provisions of this Contract, including all 
representations, warranties, covenants, and agreements contained or 
referenced herein, will survive the execution and delivery hereof and any 
investigation of the parties with respect thereto.  The provisions of 
paragraphs8 and 9, and Exhibits"A" and "B," will survive the termination or 
amendment of this Contract.

15.  Validity.  If any provision of this Contract is held by a court of law 
to be illegal or unenforceable, the remaining provisions of the Contract will 
remain in full force and effect.  In lieu of such illegal or unenforceable 
provision, there shall be added automatically as a part of this Contract a 
provision as similar in terms to such illegal or unenforceable provision as 
may be possible and be legal and enforceable.

16.  Amendments.  This Contract may be amended at any time and from time to 
time in whole or in part by an instrument in writing setting forth the 
particulars of such amendment and duly executed by Company and the Employee.

17.  Duplicate Originals.  This Contract has been executed in duplicate 
originals, each of which for all purposes is to be deemed an original, and 
all of which constitute, collectively, one agreement; but in making proof of 
this Contract, it will not be necessary to produce or account for more than 
one such duplicate.

18.  Captions.  The captions or section headings of this Contract are 
provided for convenience and shall not limit or affect the interpretation of 
this Contract.

19.  Governing Law.  This Agreement has been made in, and its validity, 
interpretation, construction, and performance shall be governed by and be in 
accordance with, the laws of the State of Indiana, without reference to its 
laws governing conflicts of law.  Each party hereby irrevocably agrees that 
any legal action or proceedings with respect to this Agreement may be brought 
in the courts of the State of Indiana, or in any United States District Court 
of Indiana, and, by its execution and delivery of this Agreement, each party 
hereby irrevocably submits to each such jurisdiction and hereby irrevocably 
waives any and all objections which it may have as to venue in any of the 
above courts.  Each party further consents and agrees that any process or 
notice of motion or other application to either of said Courts or any judge 
thereof, or any notice in connection with any proceedings hereunder, may be 
served inside or outside the State of Indiana by registered or certified 
mail, return receipt requested, postage prepaid, and be effective as of the 
receipt thereof, or in such other manner as may be permissible under the 
rules of said Courts.

20.  Complete Understanding.  This Contract constitutes the complete 
understanding between the parties hereto, except as otherwise expressly 
provided or referenced herein, with respect to the employment of Employee.  
This Contract supersedes all prior agreements and understandings between the 
parties with respect to the subject matter hereof.
                                Page 96 of 106
Signed to be effective May 1, 1998. 

COMPANY:                                 EMPLOYEE:
      
      SUPREME CORPORATION

      By: ______________________              ______________________
          Herbert M. Gardner                  Omer G. Kropf
          Chairman of the Board               1077 East North Shore Drive
          26 Broadway, 8th Floor              Syracuse, IN  46567
          New York, NY  10004
                                Page 97 of 106
                                  Exhibit "A"
                                      to
                             Employment Contract
                        Confidentiality Agreement and
                           Covenant Not To Compete

Omer G. Kropf (hereafter called "Employee") has entered into an Employment 
Contract with Supreme Corporation, a Texas corporation (hereafter called 
"Company"), which is in the business of manufacturing and selling specialized 
truck bodies.

By signing this Agreement, Employee acknowledges his understanding of the 
following:

A.	All companies have information, generally not known outside the company, 
called "confidential information." All companies must conduct their 
businesses through their employees, and consequently many employees must have 
access to confidential information.  At times the employee himself may 
generate confidential information as a part of his job;

B.	The phrase "confidential information" as used in this Agreement includes 
information known as, referred to, or considered to be, trade secrets, and 
comprises, without limitation, any technical, economic, financial marketing, 
computer program, computer software, computer data (regardless of the medium 
on which they are stored), computer source and object programs or codes, job 
operating control language procedures, data entry utility programs, sorts, 
and miscellaneous utilities, disk record layouts, flow charts, data entry 
input forms, operations and installation instructions, report samples, data 
files, printouts, or other information about the Company or its business 
which is not common knowledge among competitors or other companies who might 
like to possess such confidential information or might find it useful.  Some 
examples of confidential information include customer lists, price lists, 
items in research or development, methods of manufacture, scientific studies 
or analyses, details of training methods, new products or new uses for old 
products, refining technology, merchandising and selling techniques, 
contracts, and licenses, purchasing, accounting, long-range planning, 
financial plans and results, computer programs and operating manuals, 
computer source codes, and any other information affecting or relating to the 
business of the Company, its manner of operation, its plans or processes.  
This list is merely illustrative and the confidential information covered by 
this Agreement is not limited to such illustrations; and 
                                Page 98 of 106
C.	Company's confidential information, including information referred to as, 
known as, or considered to be, trade secrets, represents the most important, 
valuable, and unique aspect of Company's business, and it would be seriously 
damaged if Employee breached the position of confidential trust in which 
Company has placed him by disclosing such confidential information to others 
or by departing and taking with him the aforesaid unique information compiled 
over a period of time for the purpose of himself competing against Company or 
disclosing such information to Company's competitors, now existing or 
hereafter formed.

Accordingly, in consideration of ONE DOLLAR paid to Employee by Company, the 
receipt and sufficiency of which are hereby acknowledged, and Company's 
agreement to employ him, Employee agrees as follows (which will constitute an 
agreement ancillary to Employee's Employment Contract with Company):

1.	Confidential information, including information referred to as, known as, 
or considered to be, trade secrets, is proprietary to Company.  Employee 
agrees to hold such information in strictest confidence, and not to make use 
thereof except in performance of duties under the Employment Contract.  
Whether during or after his employment with Company, Employee may not 
disclose to others (excepting Company officers or employees having a need to 
know who have also signed a written agreement expressly binding themselves 
not to use or disclose it) any confidential information originated, known to, 
or acquired by Employee while employed by Company.  Employee further agrees 
during such period not to remove from the premises any of Company's records 
or other written or tangible materials, including without limitation computer 
programs and floppy disks (whether prepared by Employee or others) containing 
any confidential information, except as required for Employee to properly 
perform his duties as an employee of the Company.  Exceptions to these 
restrictions may be made only by means of Company's permission given in 
writing signed by the Chairman of the Board of Directors of Company's parent, 
ESI Industries, Inc., pursuant to an affirmative approval by a majority of 
ESI's Board of Directors granting permission to disclose.

2.	During a period of two (2) years following the cessation of Employee's 
employment with Company, Employee covenants that Employee, either 
individually or in any capacity, including without limitation, as an agent, 
consultant, officer, shareholder, or employee of any business enterprises or 
person with which he may become associated or in which Employee may have a 
direct or indirect interest, shall not, directly or indirectly for himself or 
on behalf of any other person or business entity, engage in any business 
venture or other undertaking which is directly or indirectly competitive with 
the business or operations of Company (and/or any of its subsidiaries) as 
generally conducted at, or prior to, the cessation of Employee's employment 
with Company.  Without limiting the generality of the foregoing, Employee 
shall not (i) so compete with the Company or its subsidiaries, (ii) be 
                               Page 99 of 106
employed by, (iii) be an affiliate (as defined by Securities and Exchange 
Commission Rule 405 under the Securities Act of 1933), (iv) perform any 
services for, or (v) have an equity or ownership interest in, any person, 
firm, partnership, joint venture, or corporation that so competes, directly 
or indirectly, with the Company or any of its subsidiaries.  Further, 
Employee will not solicit for employment or advise or recommend to any other 
person that such person employ, or solicit for employment, any employee of 
the Company or any of its subsidiaries who was an employee at, or prior to, 
the cessation of Employee's employment with Company.  The foregoing covenant 
not to compete shall be limited to a territory consisting of those states in 
which the Company had manufacturing facilities as of the time of cessation of 
Employee's employment with Company.  If for any reason any court of competent 
jurisdiction finds these covenants to be unreasonable in duration or 
geographic scope, the prohibitions herein contained shall be restricted to 
such time and geographic areas as such court determines to be reasonable and 
enforceable.  However, the restrictions stated above will not apply if 
Company liquidates or if Employee becomes employed by a company (or its 
affiliate) which acquires (in a voluntary transaction) the stock or business 
assets of Company.

3.	Employee understands and agrees that his violation of any of the 
provisions of this Agreement will constitute irreparable injury to Company 
immediately authorizing it to enjoin Employee or the business enterprise with 
which he may have become associated from further violations, in addition to 
all other rights and remedies which Company may have under law and equity, 
including recovery of damages from Employee and a right of offset.

4.	Each party shall be entitled to receive from the other party reimbursement 
of attorney's fees and related legal costs to the extent incurred in 
connection with the successful enforcement or defense, as the case may be, of 
the terms and conditions hereof.

5.	The waiver by Company of Employee's breach of any provision hereof shall 
not operate or be construed as a waiver of any subsequent breach by Employee.
This Agreement shall be binding upon the parties hereto and their heirs, 
successors, executors, administrators, personal representatives, and assigns. 
Employee may not assign to any person his covenants, obligations and duties 
hereunder.  All provisions of this Agreement shall survive the termination or 
amendment of Employee's Employment Contract.

6.	If any provision of this Agreement is held by a court of law to be illegal 
or unenforceable, the remaining provisions of the Agreement shall remain in 
full force and effect.  In lieu of such illegal or unenforceable provision, 
there shall be added automatically as a part of this Agreement a provision as 
similar in terms to such illegal or unenforceable provision as may be 
possible and be legal and enforceable.
                                Page 100 of 106
7.	This Agreement has been made in, and its validity, interpretation, 
construction, and performance shall be governed by and be in accordance with, 
the laws of the State of Indiana, without reference to its laws governing 
conflicts of law.  Each party hereby irrevocably agrees that any legal action 
or proceedings with respect to this Agreement may be brought in the courts of 
the State of Indiana, or in any United States District Court of Indiana, and, 
by its execution and delivery of this Agreement, each party hereby 
irrevocably submits to each such jurisdiction and hereby irrevocably waives 
any and all objections which it may have as to venue in any of the above 
courts.  Each party further consents and agrees that any process or notice of 
motion or other application to either of said Courts or any judge thereof, or 
any notice in connection with any proceedings hereunder, may be served inside 
or outside the State of Indiana by registered or certified mail, return 
receipt requested, postage prepaid, and be effective as of the receipt 
thereof, or in such other manner as may be permissible under the rules of 
said Courts.

Signed to be effective May 1, 1998.

                                                ________________________
                                                Omer G. Kropf
                                                1077 East North Shore Drive
                                                Syracuse, IN  46567

ACCEPTED:
      SUPREME CORPORATION

      By: ______________________
          Herbert M. Gardner,
          Chairman of the Board
          26 Broadway, 8th Floor
          New York, NY 10004
                                Page 101 0f 106
                                  Exhibit "B"
                                      to
                             Employment Contract
                     Disclosure and Invention Agreement

Omer G. Kropf (hereafter called "Employee") has entered into an Employment 
Contract with Supreme Corporation, a Texas corporation (hereafter called 
"Company"), which is in the business of manufacturing and selling specialized 
truck bodies.

In consideration of TEN DOLLARS ($10.00) paid to Employee by Company, the 
receipt and sufficiency of which are hereby acknowledged, and Company's 
agreement to employ him pursuant to an Employment Contract (to which this 
Exhibit "B" is attached) between Company and Employee the provisions of which 
are herein fully incorporated by reference for all purposes, Employee agrees 
as follows:

1.	Employee shall communicate to Company promptly and fully all ideas and the 
expressions thereof, conceptions, improvements, discoveries, methods, 
techniques, processes, adaptations, creations, and inventions (whether 
patentable or copyrightable or not) conceived or made by Employee (whether 
solely by Employee or jointly with others) ("Ideas") from the time of 
entering Company's employment until one year after Employee's employment is 
terminated for any reason, or Employee resigns or retires for any reason, (a) 
which involve or pertain to, directly or indirectly, the business, assets, 
activities, computers or computer programs, or investigations of Company as 
existed at or prior to the cessation of Employee's employment by Company, or 
(b) which result from or are suggested by any work which Employee or other 
employees or independent contractors perform for or on behalf of Company, in 
whole or in part, as existed at or prior to the cessation of Employee's 
employment by Company.

2.	Employee shall assist Company during and subsequent to Employee's 
employment in every proper way (solely at Company's expense) to obtain 
patents and/or copyrights for its own benefit in any or all countries of the 
world, and to sign all proper papers, patent applications, assignments, and 
other documents necessary for this purpose, it being understood that such 
Ideas will remain the sole and exclusive property of Company, and shall not 
be disclosed to any person, nor used by Employee, except as expressly 
permitted herein.
                                Page 102 of 106
3.	Written records of Employee's Ideas in the form of notebook records, 
sketches, drawings or reports, will remain the property of and be available 
to Company at all times.

4.	Employee represents that Employee has no agreements with or obligations to 
others in conflict with the foregoing.

5.	Employee understands that this Agreement may not be modified or released 
except in writing signed by all members of the Company's Board of Directors.

6.	Employee understands and agrees that his violation of any of the 
provisions of this Agreement will constitute irreparable injury to Company 
immediately authorizing it to enjoin Employee or the business enterprise with 
which he may have become associated from further violations, in addition to 
all other rights and remedies which Company may have at law and equity, 
including recovery of damages from Employee and a right of offset.  Each 
party shall be entitled to recover from the other party reimbursement of 
attorney's fees and related legal costs to the extent incurred in connection 
with the successful enforcement or defense, as the case may be, of the terms 
of conditions hereof.

7.	This Agreement shall be binding upon the parties hereto and their 
respective heirs, successors, executors, administrators, personal 
representatives, and assigns.  Employee may not assign his covenants, duties, 
or obligations hereunder to any other person.  The waiver by Company of 
Employee's breach of any provision hereof shall not operate or be construed 
as a waiver of any subsequent breach by Employee.

8.	If any provision of this Agreement is held by a court of law to be illegal 
or unenforceable, the remaining provisions of the Agreement shall remain in 
full force and effect.  In lieu of such illegal or unenforceable provision, 
there shall be added automatically as a part of this Agreement a provision as 
similar in terms to such illegal or unenforceable provision as may be 
possible and be legal and enforceable.

9.	This Agreement has been made in, and its validity, interpretation, 
construction, and performance shall be governed by and be in accordance with, 
the laws of the State of Indiana, without reference to its laws governing 
conflicts of law.  Each party hereby irrevocably agrees that any legal action 
or proceedings with respect to this Agreement may be brought in the courts of 
the State of Indiana, or in any United States District Court of Indiana, and, 
by its execution and delivery of this Agreement, each party hereby 
irrevocably waives any and all objections which it may have as to venue in 
any of the above courts.  Each party further consents and agrees that any 
process or notice of motion or other application to either of said Courts or 
any judge thereof or any notice in connection with any proceedings hereunder, 
may be served inside or outside the State of Indiana by registered or 
certified mail, return receipt requested, postage prepaid, and be effective 
as of the receipt thereof, or in such other manner as may be permissible 
under the rules of said Courts.
                                Page 103 of 106
Signed to be effective May 1, 1998.

                                                 ________________________
                                                 Omer G. Kropf
                                                 1077 East North Shore Drive
                                                 Syracuse, IN  46567

ACCEPTED:
         SUPREME CORPORATION

         By: ____________________________
             Herbert M. Gardner,
             Chairman of the Board
             26 Broadway, 8th Floor
             New York, NY 10004
                                Page 104 of 106
Exhibit 21.1

Subsidiaries of the Registrant (a)

Supreme Corporation

Supreme Corporation of Texas, a Texas Corporation

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

Supreme Mid-Atlantic Corporation, a Texas Corporation

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

Atlantic Sales Corporation, a Texas Corporation

Atlantic Wood Products, S.A.

PA Land Holding Corp., a Texas Corporation

SC Freedom One, Inc.

SC Tower Structural Laminating, Inc.



(a)  All subsidiaries are 100% owned by the Registrant.
                                Page 105 of 106
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 report dated January 29, 1999, on our audits 
of the consolidated financial statements and financial statement schedule of 
Supreme Industries, Inc. and subsidiaries as of December 31, 1998 and 1997, 
and for each of the three years in the period ended December 31, 1998, which 
report is included in this Annual Report on Form 10-K.

                                          /s/PricewaterhouseCoopers LLP

South Bend, Indiana
March 24, 1999
                                Page 106 of 106