FORM 10-Q

                   SECURITIES AND EXCHANGE COMMISSION

                        WASHINGTON, D.C.  20549


                     ____________________________


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


                     ____________________________


              For the Quarterly Period Ended March 29, 1997

                         Commission File No. 1-8684



                  Excel Industries, Inc.                      
     (Exact name of registrant as specified in its charter)

     Indiana                                   35-1551685        
(State or other jurisdiction        (IRS Employer Identification
of incorporation or organization)    Number)


          1120 North Main Street, Elkhart, Indiana 46514         
(Address of principal executive offices)        (Zip Code)


Registrant's telephone number, including area code: (219)264-2131

Indicate by "X" whether the registrant (a) 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 prior that the registrant was required to file such 
reports), and (2) has been subject to such filing requirements 
for the past 90 days.

Yes    X         No        

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

At April 17, 1997, there were outstanding 10,727,123 common 
shares, no par value.



<PAGE>
<TABLE>                  EXCEL INDUSTRIES, INC.

                                Index
<CAPTION>

                                                        Page No.
<S>      <C>                                                  <C>
PART I   Financial Information

         Consolidated Balance Sheet -
              March 29, 1997 and December 28, 1996              1

         Consolidated Statement of Income -
              Quarter Ended March 29, 1997 and
              March 30, 1996                                    2

         Consolidated Statement of Shareholders'
          Equity -
              Quarter Ended March 29, 1997 and
              March 30, 1996                                    3

         Consolidated Statement of Cash Flows -
              Quarter Ended March 29, 1997 and
              March 30, 1996                                    4

         Notes to Consolidated Financial Statements           5-8

         Management's Discussion and Analysis of
          Financial Condition and Results of Operations      9-11

PART II  Other Information                                     12

         Signatures                                            13

         Financial Data Schedules                      Exhibit 27
</TABLE>

<PAGE>                    EXCEL INDUSTRIES, INC.
                 CONSOLIDATED BALANCE SHEET (UNAUDITED)
                            (in thousands)
<TABLE>
<CAPTION>
                                       March 29,     December 28,
                                         1997             1996
ASSETS
<S>                                    <C>              <C>
Current assets
  Cash and short-term investments      $  6,023         $  6,580
  Marketable securities                  35,339           23,981
  Accounts receivable                   140,660          127,351
  Customer tooling to be billed          16,993           17,278
  Inventories                            43,949           43,960
  Prepaid expenses                       19,540           19,800
        Total current assets            262,504          238,950

Property, plant and equipment,
   less accumulated depreciation of
   (1997 - $99,478; 1996 - $90,723)     159,161          159,775
Other assets                             51,473           44,509
                                       $473,138         $443,234

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
  Accounts payable                     $ 82,950         $ 68,673
  Accrued liabilities                    57,437           46,583
  Current portion of debt                 9,480            9,554
        Total current liabilities       149,867          124,810

Long-term debt                          122,951          123,452
Other long-term liabilities              44,735           44,247
Commitments and contingent liabilities     --               --
Shareholders' equity
  Preferred shares - no par value,
   authorized 1,000 shares,
   none issued                             --               --
  Common shares - no par value,
   authorized 20,000 shares;
   issued and outstanding in 1997,       92,258           92,187
   10,723, in 1996, 10,718
  Retained earnings                      63,614           58,653
  Minimum pension liability adjustment     (160)            (160)
  Cumulative translation adjustment        (127)              45
        Total shareholders' equity      155,585          150,725
                                       $473,138         $443,234
</TABLE>
NOTE:  The balance sheet at December 28, 1996 has been derived
        from the audited financial statements at that date.
The accompanying notes are an integral part of this statement.

<PAGE>
                        EXCEL INDUSTRIES, INC.
             CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
                 (thousands, except per share amounts)
<TABLE>
<CAPTION>
                                           Quarter Ended
                                     March 29,          March 30,
                                       1997               1996
<S>                                  <C>                <C>
Net sales                            $251,216           $150,607

Cost of goods sold                    220,218            134,704
      Gross profit                     30,998             15,903
Selling, administrative and
 engineering expenses                  18,923              7,923
      Operating income                 12,075              7,980

Interest expense                       (2,769)              (809)
Other income, net                         390                400
      Income before income taxes        9,696              7,571
Provision for taxes on income           3,394              2,688
      Net income                      $ 6,302           $  4,883

Net income per share:
      Primary                         $   .59           $    .46
      Fully diluted                   $   .54           $    .41
Cash dividends per share              $  .125           $    .11

The accompanying notes are an integral part of this statement.
</TABLE>

<PAGE>
                        EXCEL INDUSTRIES, INC.
     CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (UNAUDITED)
      FOR THE QUARTER ENDED MARCH 29, 1997 AND MARCH 30, 1996
                          (in thousands)
<TABLE>
<CAPTION>
                                             MINIMUM
                                             PENSION
                     COMMON    RETAINED     LIABILITY
                     SHARES    EARNINGS     ADJUSTMENT
<S>                 <C>        <C>          <C>
Balance at 
 December 28, 1996  $92,187    $ 58,653     $ (160)
Net income                        6,302            
Dividends                        (1,341)           
Share options 
 exercised                5                        
Shares issued under
 employee stock
 purchase plan           66                        
Cumulative 
 translation
 adjustment                                        
Balance at
 March 29, 1997     $92,258    $ 63,614     $ (160)


Balance at 
 December 30, 1995  $95,157    $ 44,412     $ (659)
Net income                        4,883            
Dividends                        (1,179)           
Shares issued under
 employee stock 
 purchase plan           67                        

Balance at 
 March 30, 1996     $95,224     $48,116     $ (659)
The accompanying notes are an integral part of this statement.

<PAGE>
                        EXCEL INDUSTRIES, INC.
 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (UNAUDITED)
  FOR THE QUARTER ENDED MARCH 29, 1997 AND MARCH 30, 1996
                          (in thousands)
<CAPTION>
                             CUMULATIVE
                            TRANSLATION      TREASURY
                             ADJUSTMENT        SHARES      TOTAL
<S>                        <C>              <C>         <C>
Balance at 
 December 28, 1996         $       45       $    --     $150,725
Net income                                                 6,302
Dividends                                                 (1,341)
Share options
 exercised                                                     5
Shares issued under
 employee stock
 purchase plan                                                66
Cumulative
 translation
 adjustment                     (172)                       (172)
Balance at
 March 29, 1997           $     (127)      $    --      $155,585


Balance at
 December 30, 1995        $     --         $ (4,593)    $134,317
Net income                                                 4,883
Dividends                                                 (1,179)
Shares issued under
 employee stock
 purchase plan                                                67


Balance at
 March 30, 1996           $     --         $ (4,593)    $138,088
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE>
<TABLE>
                        EXCEL INDUSTRIES, INC.
            CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                            (in thousands)
<CAPTION>
                                               Quarter Ended
                                            March 29,  March 30,
                                              1997       1996
<S>                                         <C>        <C>
Cash flows from operating activities
   Net income                               $  6,302   $  4,883

Adjustments to reconcile net income
 to net cash from operating activities:
   Depreciation and amortization               9,178      4,077
   Deferred income taxes and other             1,592        196
   Changes in current assets and
    liabilities, excluding effect 
    of acquisition:
    Accounts receivable and other             (8,707)    (5,468)
    Inventories and customer tooling             529      9,579
    Accounts payable and accrued 
     liabilities                              15,258      7,205
    Total adjustments                         17,850     15,589
 
    Net cash provided by operating
     activities                               24,152     20,472

Cash flows from investing activities
   Purchase of property, plant and
    equipment                                 (8,686)    (7,112)
   Investment in marketable securities       (11,358)   (11,814)
   Business acquired                          (2,741)       --  
   Net cash used for investing activities    (22,785)   (18,926)

Cash flows from financing activities
   Issuance of common shares                      71         67
   Maturities of long-term debt                 (654)      (203)
   Dividends                                  (1,341)    (1,179)
   Net cash used for financing activities     (1,924)    (1,315)

Net change in cash and short-term investments   (557)       231
Cash and short-term investments at 
 beginning of year                             6,580        391

Cash and short-term investments at 
 end of first quarter                       $  6,023   $    622

Supplemental Schedule of Noncash Activities:
      In connection with the restructuring reserve established 
for plant closures in March, 1997, goodwill has been increased by 
$5,400, which is net of income taxes.
The accompanying notes are an integral part of this statement.
</TABLE>

<PAGE>

                         EXCEL INDUSTRIES, INC.
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (UNAUDITED)

Note 1 - Basis of Presentation:

The financial statements have been prepared from the unaudited 
financial records of the Company.  In the opinion of management, 
the financial statements include all adjustments consisting only 
of normal recurring adjustments necessary for a fair presentation 
of the results of operations and financial position for the 
interim periods.

Note 2 - Inventories:
<TABLE>
      Inventories consist of the following:
       (in thousands of dollars)
<CAPTION>
                                  March 29,         December 28,
                                   1997               1996
      <S>                        <C>                 <C>
      Raw materials              $24,840             $24,047
      Work in process and
       finished goods             19,966              20,770
      LIFO Reserve                  (857)               (857)
                                 $43,949             $43,960
</TABLE>
Note 3 - Net Income per Share:

Primary net income per share is computed using the weighted 
average number of shares outstanding during the period.  In 
computing fully diluted earnings per share, the conversion of the 
Company's 10% Convertible Subordinated Notes is also assumed 
except when the effect of the conversion is anti-dilutive.  
Shares used to compute net income per share data are as follows: 
(amounts in thousands)
<TABLE>
<CAPTION>
                                       Quarter Ended
                                 March 29,         March 30,
                                   1997              1996
      <S>                         <C>               <C>
      Primary                     10,722            10,707
      Fully diluted               12,387            12,978
</TABLE>

Note 4 - Contingencies

A chemical cleaning compound, trichloroethylene (TCE), has been 
found in the soil and groundwater on the Company's property in 
Elkhart, Indiana, and in 1981 TCE was found in a well field of 
the City of Elkhart in close proximity to the Company's facility. 
The Company has been named as one of nine potentially responsible 
parties (PRPs) in the contamination of this site.

      The United States Environmental Protection Agency (EPA) and 
the Indiana Department of Environmental Management (IDEM) have 
conducted a preliminary investigation and evaluation of the site 
and have undertaken temporary remedial action in the nature of 
air-stripping towers.

      In early 1992, the EPA issued a Unilateral Order under 
Section 106 of the Comprehensive Environmental Response, 
Compensation and Liability Act which required the Company and 
other PRPs to undertake remedial work.  The Company and the other 
PRPs have reached an agreement regarding the funding of 
groundwater monitoring and the operation of the air-strippers as 
required by the Unilateral Order.  The Company was required to 
install and operate a soil vapor extraction system to remove TCE 
from the Company's property.  The Company has installed and is 
operating the equipment pursuant to the Unilateral Order.  In 
addition, the EPA and IDEM have asserted a claim for 
reimbursement of their investigatory costs and the costs of 
installing and operating the air-strippers on the municipal well 
field (the EPA Costs).  On February 22, 1993, the United States 
filed a lawsuit in the United States District Court for the 
Northern District of Indiana against eight of the PRPs, including 
the Company.  On July 20, 1993, IDEM joined in the lawsuit.  The 
lawsuit seeks recovery of the costs of enforcement, prejudgment 
interest and an amount in excess of $6.8 million, which 
represents costs incurred to date by the EPA and IDEM, and a 
declaration that the eight defendant PRPs are liable for any 
future costs incurred by the EPA and IDEM in connection with the 
site.  On September 5, 1996 the United States Department of 
Justice lodged with the United States District Court for the 
Northern District of Indiana a proposed partial consent decree 
which specifies payment of Federal Past Response Costs from 
certain PRPs which for Excel amounted to approximately $3.2 
million which together with amounts due IDEM would bring Excel's 
total obligation to approximately $3.4 million.  This consent 
decree has not been accepted by the Court, and comments objecting 
to the consent decree have been lodged with the United States 
Department of Justice.

      The Company does not believe the annual cost to the Company 
of monitoring groundwater and operating the soil vapor extraction 
system and the air-strippers will be material.  Each of the PRPs, 
including the Company, is jointly and severally liable for the 
entire amount of the EPA Costs.  The Company believes that 
adequate provisions have been recorded for its costs and its 
anticipated share of the EPA Costs and that its cash on hand, 
unused lines of credit or cash from operations are sufficient to 
fund any required expenditures.

      The Company has been named a PRP for costs at seven other 
disposal sites.  The remedial investigations and feasibility 
studies have been completed, and the results of those studies 
have been provided to the appropriate agencies.  The studies 
indicated a range of viable remedial approaches, but agreement 
has not yet been reached on the final remediation approach.  
Furthermore, the PRPs for these sites have not reached an 
agreement on the allocation of costs between the PRPs.  The 
Company believes it either has no liability as a responsible 
party or that adequate provisions have been recorded for current 
estimates of the Company's liability and estimated legal costs 
associated with the settlement of these claims.  It is reasonably 
possible that the Company's recorded estimate of its obligation 
may change in the near term.

      There are claims and pending legal proceedings against the 
Company and its subsidiaries with respect to taxes, workers' 
compensation, warranties and other matters arising out of the 
ordinary conduct of the business.  The ultimate result of these 
claims and proceedings at March 29, 1997 is not determinable, 
but, in the opinion of management, adequate provision for 
anticipated costs has been made or insurance coverage exists to 
cover such costs.


Note 5 - Acquisitions

On April 3, 1996, the Company completed the purchase of all of 
the outstanding common shares of Anderson Industries, Inc. 
(Anderson).

      The accompanying consolidated statement of income for the 
quarter ended March 29, 1997 includes the operating results of 
Anderson.  Pro forma unaudited consolidated operating results of 
the Company and Anderson for the three months ended March 30, 
1996, assuming the acquisition had been made as of the beginning 
of 1996, are summarized below (in thousands except per share 
amounts):
<TABLE>
<S>                                              <C>
Net sales                                        $ 248,421
Net income                                           6,574
Net income per share, primary                          .61
Net income per share, fully diluted                    .54
</TABLE>
      The unaudited pro forma financial information presented is 
not necessarily indicative either of the results of operations 
that would have occurred had the transactions been completed on 
the indicated dates or of future results of operations of the 
combined companies.

      In the first quarter of 1997 the Company recorded an $8.7 
million pre-tax restructuring reserve for closing manufacturing 
facilities in 1997 at Rockford, Illinois and Battle Creek, 
Michigan which had been acquired as part of the acquisition of 
Anderson.  The reserve consists of personnel related costs 
(mainly severance pay and fringe benefits) and costs related to 
the disposals of buildings and equipment.  The reserve increased 
the associated goodwill by $5.4 million (which is net of income 
taxes) and was not a charge to earnings.  In addition, the 
Company expects that additional expenses including relocation, 
start-up and other related costs not covered by the reserve will 
be approximately $4.2 million pretax or about 24 cents per share 
after tax.

      In January, 1997, the Company completed the purchase of the 
assets of the Compliance Group located in Greendale, Wisconsin 
for approximately $2.7 million in cash.  The excess of the 
purchase price over the estimated fair value of assets acquired 
has been acccounted for as goodwill.

Note 6 - Segment Information and Major Customers

The Company operates in two primary business segments.  They 
consist of sales to original equipment manufacturers of light 
vehicles and sales to the recreational vehicle, mass transit and 
heavy truck industries (RV/MT/HT).  The following information 
summarizes segment information for the Company's primary business 
segment.
<TABLE>
<CAPTION>
                   Light Vehicle   RV/MT/HT
	                      Products     Products   Corporate     Total
                                       (000 Omitted)
<S>                 <C>           <C>        <C>         <C>
Quarter Ended 
 March 29, 1997
Sales               $196,686      $ 54,530   $   --      $251,216
Operating income
  (expense)            9,991         4,440	     (2,356)     12,075
Depreciation and 
 amortization expense  6,724         2,139        315       9,178

Quarter Ended 
 March 30, 1996
Sales               $137,078      $ 13,529   $   --      $150,607
Operating income
  (expense)            8,664           747	     (1,431)      7,980
Depreciation and 
 amortization expense  3,696           110        271       4,077

March 29, 1997
Assets               306,694       113,656     52,788     473,138
Capital expenditures   6,414         1,907        365       8,686
December 28, 1996
Assets               297,042       106,915     39,277     443,234
Capital expenditures  23,582         4,002      1,625      29,209
</TABLE>
<PAGE>
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS


General

In 1996, the Company acquired all of the outstanding common 
shares of Anderson Industries, Inc., (Anderson) located in 
Rockford, Illinois.  With this acquisition, the Company 
established lines of business to distinguish activities for the 
light vehicle segment separate from the recreational vehicles, 
mass transit and heavy truck segment (RV/MT/HT).  The light 
vehicle products segment normally experiences reduced sales 
volumes in the months of July, August and December as vacation 
periods, model changeover and start-up and holidays affect the 
number of production days.  The RV/MT/HT products segment is 
seasonal in that sales in the quarter October through December 
are normally at reduced levels.

Material Changes in Results of Operations:
Quarter Ended March 29, 1997 Compared to
Quarter Ended March 30, 1996

Sales in the first quarter of 1997 increased 67% or $100.6 
million to $251.2 million from the $150.6 million in 1996. The 
acquisition of Anderson added $98.2 million in 1997.  The 
remainder of the increase was due to a slight increase in overall 
automotive volumes as selling prices remained stable.  Increases 
in production of our products for light trucks and sport utility 
vehicles were offset by decreases in production for passenger 
cars.  Sales for the light vehicle products segment were $196.7 
million in the first quarter of 1997 compared to $137.1 million 
in the 1996 period.  For the RV/MT/HT products segment sales 
increased to $54.5 million in 1997 from $13.5 in 1996.  Increases 
in both segments were due to the Anderson acquisition.

Gross profit was $31.0 million in the current quarter or 12.3% of 
sales, up from $15.9 million or 10.6% of sales in the first 
quarter of 1996.  The higher gross margin from Anderson had the 
effect of increasing overall gross margin by .5 percentage point. 
The remaining improvement in margin results from continued 
emphasis on cost reductions.

Selling, administrative and engineering expenses totaled $18.9 
million in the first quarter of 1997, up from $7.9 million in the 
1996 first quarter.  The increase was primarily due to the 
additional costs associated with the Anderson operations.

Interest expense totaled $2,769,000 in 1997 up from $809,000 in 
the year ago first quarter.  The increase was due to the 
increased long-term debt outstanding including new senior notes 
issued in connection with the Anderson acquisition.

Other income of $390,000, which is primarily interest income on 
marketable debt securities, was comparable to the $400,000 in the 
1996 first quarter.

Provision for taxes on income was at an effective rate of 35% for 
1997, down slightly from 35.5% in 1996.

Material Changes in Financial Condition:

For the quarter ended March 29, 1997 cash flow from operations 
totaled $24.2 million of which $8.7 million was used for capital 
expenditures, $2.7 million for the acquisition of The Compliance 
Group and an additional $1.3 million for dividends.  Capital 
expenditures for the year are estimated to be $50.5 million.

The Company recorded an $8.7 million pre-tax restructuring 
reserve in the first quarter of 1997 for closing manufacturing 
facilities in 1997 at Rockford Illinois and Battle Creek, 
Michigan which had been acquired in 1996 as part of the 
acquisition of Anderson. The reserve increased the associated 
goodwill by $5.4 million (which is net of income taxes) and was 
not a charge to earnings. In addition, the Company expects that 
additional expenses including relocation, start-up and other 
related costs not covered by the reserve will be approximately 
$4.2 million pretax or about 24 cents per share after tax.  The 
Company estimates that annual savings from the plant closures 
will be approximately $7 million to $8 million or 40 cents to 45 
cents per share.

In January, 1997, the Company completed the purchase of the 
assets of the Compliance Group located in Greendale, Wisconsin 
for approximately $2.7 million in cash.  The excess of the 
purchase price over the estimated fair value of assets acquired 
has been accounted for as goodwill.

Cash and short-term marketable securities amounted to $41.4 
million at March 29, 1997, an increase of $10.8 million from 
December 28, 1996. At March 29, 1997, the Company had available 
unused lines of credit of approximately $60 million.  For the 
remainder of 1997 the Company expects its current cash balances, 
operating cash flow and available credit lines to be sufficient 
to finance operating cash needs, capital expenditures and any 
environmental clean-up requirements.


Forward-Looking Statements

This report contains certain forward-looking statements which 
involve certain risks and uncertainties.  Such statements are 
subject to certain risks and uncertainties which could cause 
actual results to differ materially from those anticipated.  
Potential risks and uncertainties include economic factors, 
concentration of a substantial percentage of sales in a few major 
OEM customers, and other business factors.  Readers are cautioned 
not to place undue reliance on those forward-looking statements 
which speak only as of the date of this report.

                     PART II.  OTHER INFORMATION


All items in Part II are either not applicable or answerable in 
the negative.
<PAGE>
                            SIGNATURES


Pursuant to the requirement of the Securities Exchange Act of 
1934, the registrant has duly caused this report to be signed on 
its behalf by the undersigned hereunto duly authorized.
<TABLE>
<CAPTION>
                                     EXCEL INDUSTRIES, INC.
                                         (Registrant)


<S>                                      <C>
Date:  May 12, 1997                      s/ James O. Futterknecht
                                          James O. Futterknecht
                                          Chairman, President and
                                          Chief Executive Officer



Date:  May 12, 1997                      s/ Joseph A. Robinson   
                                          Joseph A. Robinson
                                          Senior Vice President,
                                          Secretary and 
                                          Chief Financial Officer 



Date:  May 12, 1997                      s/ Ike K Eikelberner    
                                          Ike K. Eikelberner
                                          Vice President,
                                          Corporate Controller
                                          and Chief Accounting
                                          Officer
</TABLE>