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 September 26, 1998

                         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 October 20, 1998, there were outstanding 12,204,444 common 
shares, no par value.
<PAGE>
<TABLE>
<CAPTION>
                        EXCEL INDUSTRIES, INC.

                                Index


                                                        Page No.

PART I   Financial Information
         <S>                                           <C>
         Consolidated Balance Sheet -
              September 26, 1998 and December 27, 1997         1

         Consolidated Statement of Income -
              Quarter Ended September 26, 1998 and
              September 27, 1997, Nine Months Ended
              September 26, 1998 and September 27, 1997        2

         Consolidated Statement of Shareholders'
          Equity -
              Nine Months Ended September 26, 1998 and
              September 27, 1997                               3

         Consolidated Statement of Cash Flows -
              Nine Months Ended September 26, 1998 and
              September 27, 1997                               4

         Notes to Consolidated Financial Statements           5-8

         Management's Discussion and Analysis of
          Financial Condition and Results of Operations      9-15

PART II  Other Information                                     16

         Signatures                                            17

         Financial Data Schedules                      Exhibit 27
</TABLE>
<PAGE>
<TABLE>


                         EXCEL INDUSTRIES, INC.
                 CONSOLIDATED BALANCE SHEET (UNAUDITED)
                            (in thousands)
<CAPTION>
                                     September 26,   December 27,
                                         1998             1997
ASSETS
<S>                                    <C>               <C>
Current assets
  Cash and short-term investments      $  15,780         $  2,317
  Marketable securities                     --             24,420
  Accounts receivable                    196,623          140,910
  Customer tooling to be billed           33,354           22,356
  Inventories                             61,635           40,929
  Prepaid expenses                        14,698           14,929
        Total current assets             322,090          245,861

Property, plant and equipment,
   less accumulated depreciation of
   (1998 - $142,527; 1997 - $119,361)    231,346          160,968
Goodwill                                  37,710           35,960
Other assets                              15,689           15,008
                                       $ 606,835         $457,797

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
  Notes payable                        $  15,000         $   --  
  Accounts payable                       119,654           85,469
  Accrued liabilities                     61,470           41,170
  Current portion of debt                 12,536            2,672
        Total current liabilities        208,660          129,311

Long-term debt                           153,673          105,943
Other long-term liabilities               45,843           37,228
Minority interest                          6,306             --  
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
   in 1998,12,450, in 1997, 12,414       115,331          114,730
  Retained earnings                       78,667           70,585
  Cumulative translation adjustment          733             --  
  Treasury shares at cost, 182 in 1998    (2,378)            --  	
        Total shareholders' equity       192,353          185,315
                                        $606,835         $457,797

NOTE:  The balance sheet at December 27, 1997 has been derived
        from the audited financial statements at that date.
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE>
<TABLE>
                        EXCEL INDUSTRIES, INC.
             CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
                 (thousands, except per share amounts)
<CAPTION>
                                           Quarter Ended
                                 September 26,      September 27,
                                       1998               1997
<S>                                  <C>                <C>
Net sales                            $280,231           $213,548

Cost of goods sold                    259,583            191,889
   Gross profit                        20,648             21,659
Selling, administrative and
 engineering expenses                  20,023             18,968
   Operating income                       625              2,691

Interest expense                       (3,798)            (2,805)
Other income, net                         417                572
   Income (loss) before income taxes   (2,756)               458
Provision (credit) for taxes on 
 income                                (4,432)               161
Minority interest                          87               --   
   Net income                        $  1,589           $    297

Net income per share:
   Basic                             $    .13           $    .03
   Diluted                           $    .13           $    .03
Cash dividends per share             $   .125           $   .125
<CAPTION>
                                           Nine Months Ended
                                  September 26,     September 27,
                                       1998               1997
<S>                                  <C>                <C>
Net sales                            $758,462           $729,238

Cost of goods sold                    681,584            639,482
   Gross profit                        76,878             89,756
Selling, administrative and
 engineering expenses                  56,157             58,585
   Operating income                    20,721             31,171

Interest expense                       (8,127)            (8,476)
Other income, net                       1,521              1,407
   Income before income taxes          14,115             24,102
Provision for taxes on income           1,304              8,436
Minority interest                          87               --   
   Net income                        $ 12,724           $ 15,666

Net income per share:
   Basic                             $   1.02           $   1.46
   Diluted                           $   1.01           $   1.33
Cash dividends per share             $   .375           $   .375
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE>
<TABLE>
                           EXCEL INDUSTRIES, INC.
                CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY   
                                (UNAUDITED)
                 FOR THE NINE MONTHS ENDED SEPTEMBER 26, 1998 
                         AND SEPTEMBER 27, 1997
                                           (in thousands)
<CAPTION>
                                                   MIN
                                                   PENS  
                            COMMON    RETAINED     LIAB  
                            SHARES    EARNINGS     ADJ.  
<S>                         <C>       <C>        <C>
Balance at 
 December 27, 1997          $114,730  $ 70,585   $  --   
Net income                              12,724           
Dividends                               (4,642)          
Share options exercised          125                     
Shares issued under employee
 stock purchase plan             476                     
Cumulative translation
 adjustment                                              
Purchase treasury shares 
Balance at 
 September 26, 1998         $115,331  $ 78,667   $  --   

Balance at 
 December 28, 1996          $ 92,187  $ 58,653   $  (160)
Net income                              15,666           
Dividends                               (4,077)          
Share options exercised           91                     
Shares issued under employee
 stock purchase plan             250                     
Cumulative translation 
 adjustment                                              
Balance at
 September 27, 1997         $ 92,528  $ 70,242   $  (160)

<CAPTION>
                              CUMULATIVE
                              TRANSLATION   TREASURY
                               ADJUSTMENT    SHARES   TOTAL
<S>                            <C>       <C>      <C>
Balance at 
 December 27, 1997             $  --     $  --    $ 185,315
Net income                                           12,724
Dividends                                            (4,642)
Share options exercised                                 125
Shares issued under employee
 stock purchase plan                                    476
Cumulative translation
 adjustment                         733                 733
Purchase treasury shares                  (2,378)    (2,378) 
Balance at 
 September 26, 1998            $    733  $(2,378) $ 192,353

Balance at 
 December 28, 1996             $     45  $  --    $ 150,725
Net income                                           15,666
Dividends                                            (4,077)
Share options exercised                                  91
Shares issued under employee
 stock purchase plan                                    250
Cumulative translation 
 adjustment                         (45)                (45)
Balance at
 September 27, 1997            $   --       --    $ 162,610

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>
                                             Nine Months Ended
                                      September 26, September 27,
                                              1998       1997
<S>                                         <C>        <C>
Cash flows from operating activities
   Net income                               $ 12,724   $ 15,666

Adjustments to reconcile net income
 to net cash from operating activities:
   Depreciation and amortization              27,703     26,956
   Deferred income taxes and other             3,398        536
   Changes in current assets and
    liabilities, excluding effect 
    of acquisitions:
    Accounts receivable and other            (11,759)   (11,644)
    Inventories and customer tooling          (1,329)    (9,071)
    Accounts payable and accrued 
     liabilities                              15,875      2,598
    Total adjustments                         33,888      9,375
 
    Net cash provided by operating
     activities                               46,612     25,041

Cash flows from investing activities
   Purchase of property, plant and
    equipment                                (32,383)   (25,346)
   Liquidation (investment) in 
    marketable securities                     24,420     (1,634)
   Business acquired                         (10,082)    (2,415) 
   Proceeds from sale of assets                 --        5,604
   Net cash used for investing activities    (18,045)   (23,791)

Cash flows from financing activities
   Issuance of common shares                     601        343
   New debt                                   15,000       --  
   Maturities of long-term debt              (23,685)    (2,075)
   Dividends                                  (4,642)    (4,077)
   Purchase of treasury shares                (2,378)      --   
   Net cash used for financing activities    (15,104)    (5,809)

Net change in cash and short-term investments 13,463     (4,559)
Cash and short-term investments at 
 beginning of year                             2,317      6,580

Cash and short-term investments at 
 end of third quarter                       $ 15,780   $  2,021

Supplemental Schedule of Noncash Activities:
      In connection with the restructuring reserve established 
for plant closures in March, 1997, goodwill was 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>
                               September 26,       December 27,
                                   1998               1997
      <S>                        <C>                 <C>
      Raw materials              $32,945             $23,591
      Work in process and
       finished goods             30,026              18,674
      LIFO Reserve                (1,336)             (1,336)
                                 $61,635             $40,929
</TABLE>
Note 3 - Net Income per Share:

At the end of 1997, the Company adopted Statement of Financial 
Accounting Standards (SFAS) No. 128, "Earnings Per Share".  All 
earnings per share amounts reported herein have been restated to 
comply with this Statement.

     Basic net income per share is computed using the weighted 
average number of shares outstanding during the period.  Diluted 
earnings per share assumes, when dilutive, the exercise of common 
share options and warrants outstanding and the conversion of the 
outstanding 10% convertible subordinated notes which were 
converted into common shares in October, 1997. 

     Net income used to compute diluted earnings per share in 
1997 included an add-back of $358,000 for the third quarter and 
$1,074,000 for the first nine months for the after-tax effect of 
interest on the convertible notes.  Shares used to compute net 
income per share data are as follows (amounts in thousands):
<TABLE>
<CAPTION>

                            Quarter Ended     Nine Months Ended
                         Sept. 26,  Sept. 27, Sept. 26, Sept. 27,
                           1998        1997      1998      1997
<S>                       <C>         <C>       <C>        <C>
Basic                     12,420      10,735    12,429     10,728

Exercise of options
 and warrants                  5         246       135        191
Conversion of notes         --         1,665      --        1,665
Diluted                   12,425      12,646    12,564     12,584
</TABLE>
Note 4 - Comprehensive Income

Comprehensive income as defined in SFAS No. 130 "Reporting 
Comprehensive Income" for both the three months and the nine 
months ending September 26, 1998 includes $733,000 for cumulative 
translation adjustments.  For the three months and the nine 
months ending September 27, 1997, net income as reported does not 
differ from comprehensive income.

Note 5 - Contingencies

A chemical cleaning compound, trichloroethylene (TCE), was 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 
was named as one of nine potentially responsible parties (PRPs) 
in the contamination of this site.

    On August 21, 1996 the United States Department of Justice 
lodged with the United States District Court for the Northern 
District of Indiana (the Court) 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 the Indiana Department of 
Environmental Management would bring Excel's total obligation to 
approximately $3.4 million, which had been accrued by the 
Company. 

     On June 9, 1998, the Court accepted the consent decree as 
filed and accordingly the Company funded in early July its 
obligation for the remedial clean-up.

     The Company has been named a potentially responsible party 
for costs at six 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 with the authorities 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 September 26, 1998 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 6 - Accounting Change

The Company historically depreciated plant and equipment using 
accelerated depreciation methods for both financial and tax 
reporting purposes.  A survey conducted by the Company confirmed 
that the straight-line method of depreciation as the predominant 
method used throughout the automotive supply industry.  
Accordingly, for new capital expenditures for the 1998 fiscal 
year and thereafter, the Company adopted the straight-line method 
of depreciation for financial reporting purposes.  The Company 
expects a favorable effect of the change on net income for the 
fiscal year ending January 2, 1999 of approximately $1.2 million.

Note 7 - Acquisitions

Effective July 1, 1998, the Company purchased through its wholly-
owned subsidiary, Excel Industries Germany GmbH, a German limited 
liability company (Excel GmbH), a number of shares of Schade 
GmbH, a German limited liability company, equal to 70% of the 
aggregate share capital of Schade GmbH, and a 56.67% 
participation in the fixed capital of Schade GmbH & Co. KG, a 
German limited partnership (Schade KG) of which Schade GmbH is 
the sole general partner.  The transaction was consummated on 
August 28, 1998.  As part of the purchase, the Company also 
agreed that Excel GmbH will make a contribution to the capital of 
Shade KG, which contribution will increase the Company's 
participation in Schade KG to 70%.  This contribution will be 
completed prior to the end of November, 1998 after all 
documentation has been completed.  The Company's financial 
statements have been prepared assuming the contribution has been 
made.

     The aggregate purchase price for the interests in Schade 
GmbH and Schade KG was DM 17,036,400, or approximately U.S. 
$9,688,600 plus transaction costs.  The amount of the Company's 
agreed upon contribution to the capital of Schade KG is DM 
27,340,000, or approximately U.S. $15,548,258.  Funds for the 
purchase price for the interests and the contribution came from 
the Company's cash on hand.

     The remaining 30 percent of Schade is owned by Hella KG 
Hueck & Co., another international OEM supplier.  Schade has 
sales and manufacturing operations in Germany, Portugal, Spain, 
United Kingdom and the Czech Republic with annual sales of more 
than $275 million.  Schade and its affiliated companies are 
engaged in the manufacture and distribution of ornament and roof 
moldings, door frames, plastic automobile body components (wind 
deflectors, air intakes and ventilation covers), plastic 
automobile inside fittings or equipment (center consoles, roof 
covers and panels as well as sliding roof covers) and glass 
modules for the automotive industry.

     The acquisition of Schade was accounted for as a purchase.  
Accordingly, the purchase price was allocated to the net assets 
acquired based upon their estimated fair market values.  The 
excess of the purchase price over the estimated fair value of net 
assets acquired, approximately $3 million, has been accounted for 
as goodwill and is being amortized over 40 years using the 
straight line method.  This allocation was based on preliminary 
estimates and may be revised at a later date.

     The accompanying consolidated statements of income include 
the operating results of Schade since the effective date of the 
acquisition.  Pro forma unaudited consolidated operating results 
of the Company and Schade for the nine months ended September 26, 
1998 and September 27, 1997, assuming the acquisition had been 
made as of the beginning of 1998 and 1997, are summarized below 
(in thousands except per share amounts):

<TABLE>
<CAPTION>
                                          Nine months ended
                                        9/26/98      9/27/97
<S>                                     <C>          <C>
Net sales                               $913,013     $938,553
Net income                                14,690        17,361
Net income per share, basic                 1.18          1.61
Net income per share, diluted               1.17          1.46
</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.

<PAGE>
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

The Company has two lines of business to distinguish activities 
for the light vehicle products segment separate from the 
recreational vehicle, mass transit and heavy truck products 
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.

     Effective July 1, 1998, the Company acquired 70 percent of 
Schade GmbH & Co. KG, Plettenberg, Germany as described below.

Material Changes in Results of Operations:
Quarter Ended September 26, 1998 Compared to
Quarter Ended September 27, 1997

Sales in the third quarter of 1998 increased 31.2% or $66.7 
million to $280.2 million from $213.5 million in 1997 as a result 
of the Schade acquisition.  Sales from Schade totaled $75.9 
million in the 1998 third quarter.  Sales for the light vehicle 
products segment (excluding Schade) were $149.2 million in the 
third quarter of 1998 compared to $162.8 million in the 1997 
third quarter.  North American light vehicle build was down 1.7% 
in the third quarter of 1998 compared to the same period in 1997. 
 Sales in 1998 were reduced by $6.9 million because of the 
strikes at General Motors.  Our largest customer, Ford Motor 
Company, discontinued its long-running Aerostar van and 
Thunderbird/Cougar programs in mid-1997 and ended its production 
of F-Series light trucks with vent windows. These programs 
accounted for approximately $5.1 million in revenue in the 1997 
third period. Sales were further affected by approximately 
$800,000 for customer selling price reductions associated with 
long-term supply agreements.  The remainder of the decrease was 
primarily due to changes in customers product mix, predominantly 
lower passenger car production and higher light truck and sport 
utility vehicles. For the RV/MT/HT products segment sales 
increased to $55.1 million in 1998 from $50.7 million in 1997 on 
the strength of the recreational vehicle and mass transit 
industries.

     Gross profit was $20.6 million in the current quarter or 
7.4% of sales, down from $21.7 million or 10.1% of sales in the 
third quarter of 1997.  The lower gross margins were primarily 
due to the start-up costs and below-cost pricing on major seat 
track programs ($6.8 million), the strikes at General Motors 
($2.2 million), lower sales volumes in the light vehicle products 
segment ($1.1 million), and the effects of the selling price 
reductions due to long-term supply agreements ($800,000).  These 
reductions were offset by the consolidation of Schade ($5.7 
million), product mix ($4.4 million), and higher sales volumes in 
the RV/MT/HT products segment ($800,000).

     The Company historically depreciated plant and equipment 
using accelerated depreciation methods for both financial and tax 
reporting purposes.  A survey conducted by the Company confirmed 
that the straight-line method of depreciation as the predominant 
method used throughout the automotive supply industry.  
Accordingly, for capital expenditures for the 1998 fiscal year 
and thereafter, the Company adopted the straight-line method of 
depreciation for financial reporting purposes.  The Company 
expects a favorable effect of the change on net income for the 
fiscal year ending January 2, 1999 of approximately $1.2 million.

     Selling, administrative and engineering expenses totaled 
$20.0 million in the third quarter of 1998, up from $19.0 million 
in the 1997 third quarter.  Excluding Schade's $3.4 million, 
expenses would have been $2.4 million lower.  Approximately 
$700,000 of the decrease was due to a reduction in product 
development expenses, $400,000 was due to the administrative 
costs of the North American facilities closed in late 1997 and 
$1.2 million in costs associated with closure of the Italian 
operation in 1997.

     Interest expense totaled $3.8 million in 1998 up from $2.8 
million in the year ago third quarter.  The increase was due to 
Schade ($1.3 million) which was partially offset by the 
conversion of the 10% convertible subordinated notes into common 
shares of the Company in October, 1997.

     Other income of $417,000 in the 1998 third quarter and 
$572,000 in the 1997 period consists primarily of interest income 
on marketable debt securities.

     Provision for taxes on income in 1998 includes an adjustment 
for tax credits for prior years.  The Company completed a review 
of qualified research and development expenditures for the years 
1994-1997 and recorded tax credits totaling $4 million.  The 
effective rate for U.S. taxes was lowered to 34% for 1998, down 
from 35% in 1997 due to the current year's effect of these 
credits.

Material Changes in Results of Operations:
Nine Months Ended September 26, 1998 Compared to
Nine Months Ended September 27, 1997

Sales in the first nine months of 1998 increased 4.0% or $29.3 
million to $758.5 million from $729.2 million in 1997.  Excluding 
sales of Schade of $75.9, sales for the light vehicle products 
segment decreased to $507.1 million in the first nine months of 
1998 from $565.5 million in the 1997 period.  North American 
light vehicle build was down 1.5% when compared to the 1997 first 
nine months. 

     Ford Motor Company discontinued its long-running Aerostar 
van and Thunderbird/Cougar programs in mid-1997 and ended its 
production of F-Series light trucks with vent windows which 
accounted for approximately $19.6 million in revenue in the 1997 
first nine months.  Sales in 1998 were reduced by $10.7 million 
because of the strikes at General Motors.  Also, approximately $4 
million of the decrease was a result of the sale of the parking 
brake product line which was sold on May 3, 1997.  Sales were 
further affected by approximately $3.5 million for customer 
selling price reductions associated with long-term supply 
agreements.  The remainder of the decrease was primarily due to 
changes in customers product mix, predominantly lower passenger 
car production and higher light truck and sport utility vehicles. 
For the RV/MT/HT products segment sales increased to $175.4 
million in 1998 from $162.8 million in 1997 on the strength of 
the recreational vehicle and mass transit industries.

     Gross profit was $76.9 million in the nine months ended 
September 26, 1998 or 10.1% of sales, down from $89.8 million or 
12.3% of sales in the same period of 1997.  The lower gross 
margins were primarily due to the startup costs and below-cost 
pricing on major seat track programs ($11.2 million), the strikes 
at General Motors ($3.0 million), lower sales volumes in the 
light vehicle products segment ($6.3 million), and the effects of 
the selling price reductions due to long-term supply agreements 
($3.5 million).  These reductions were offset by the 
consolidation of Schade ($5.7 million), product mix ($3.2 
million), and higher sales volumes in the RV/MT/HT products 
segment ($2.2 million).

     Selling, administrative and engineering expenses totaled 
$56.2 million (which includes $3.4 million for Schade) in the 
first nine months of 1998, down from $58.6 million in the 1997 
first nine months.  Approximately $2.9 million of the decrease 
was due to the administrative costs of the facilities closed in 
late 1997, $1.8 million was due to a reduction in product 
development expenses and $600,000 was due to lower accruals for 
management incentive in 1998.

     Interest expense totaled $8.1 million in 1998 down from $8.5 
million in the year ago first nine months.  The decrease was due 
to the conversion of the 10% convertible subordinated notes into 
common shares of the Company in October, 1997 offsetting Schade's 
interest expense.

     Other income of $1.5 million consists primarily of interest 
income on marketable debt securities of $1.3 million and $500,000 
for a state loan forgiven after all contractual requirements were 
met, less $485,000 for the Company's share of losses in its 
Brazilian joint venture.  The $1.4 million in the 1997 first nine 
months was primarily interest income on marketable securities.

     Provision for taxes on income in 1998 includes an adjustment 
for tax credits for prior years.  The Company completed a review 
of qualified research and development expenditures for the years 
1994-1997 and recorded tax credits totaling $4 million.  The 
effective rate for U.S. taxes was lowered to 34% for 1998, down 
from 35% in 1997 due to the current year's effect of these 
credits. 

Material Changes in Financial Condition:

For the nine months ended September 26, 1998 cash flow from 
operations totaled $46.6 million and the reduction of marketable 
securities provided $24.4 million.  Borrowings on the credit line 
totaled $15.0 million.  Capital expenditures totaled $32.4 
million, $23.7 million was used to repay debt (primarily Schade), 
$4.6 million was used for dividends, $10.1 million was used for 
the Schade acquisition and $2.4 million was used to acquire 
treasury shares in accordance with the buy back program announced 
on September 9, 1998.  Capital expenditures for the year are 
estimated to be $52 million.

     Cash and marketable securities amounted to $15.8 million at 
September 26, 1998, a decrease of $11.0 million from 
December 27, 1997.  At September 26, 1998, the Company had 
available unused lines of credit of approximately $40 million.  
For the next twelve months, the Company expects its current cash 
balances, operating cash flow and available credit lines to be 
sufficient to finance operating cash needs and capital 
expenditures.

     Effective July 1, 1998, the Company purchased through its 
wholly-owned subsidiary, Excel Industries Germany GmbH, a German 
limited liability company (Excel GmbH), a number of shares of 
Schade GmbH, a German limited liability company, equal to 70% of 
the aggregate share capital of Schade GmbH, and a 56.67% 
participation in the fixed capital of Schade GmbH & Co. KG, a 
German limited partnership (Schade KG) of which Schade GmbH is 
the sole general partner.  The transaction was consummated on 
August 28, 1998.  As part of the purchase, the Company also 
agreed that Excel GmbH will make a contribution to the capital of 
Shade KG, which contribution will increase the Company's 
participation in Schade KG to 70%.  This contribution will be 
completed prior to the end of November, 1998 after all 
documentation has been completed.  The Company's financial 
statements have been prepared assuming the contribution has been 
made.

     The aggregate purchase price for the interests in Schade 
GmbH and Schade KG was DM 17,036,400, or approximately U.S. 
$9,688,600 plus transactions costs.  The amount of the Company's 
agreed upon contribution to the capital of Schade KG is DM 
27,340,000, or approximately U.S. $15,548,258.  Funds for the 
purchase price for the interests and the contribution came from 
the Company's cash on hand.

     The remaining 30 percent of Schade is owned by Hella KG 
Hueck & Co., another international OEM supplier.  Schade has 
sales and manufacturing operations in Germany, Portugal, Spain, 
United Kingdom and the Czech Republic with annual sales of more 
than $275 million.  Schade and its affiliated companies are 
engaged in the manufacture and distribution of ornament and roof 
moldings, door frames, plastic automobile body components (wind 
deflectors, air intakes and ventilation covers), plastic 
automobile inside fittings or equipment (center consoles, roof 
covers and panels as well as sliding roof covers) and glass 
modules for the automotive industry.

     The acquisition of Schade was accounted for as a purchase.  
Accordingly, the purchase price was allocated to the net assets 
acquired based upon their estimated fair market values.  The 
excess of the purchase price over the estimated fair value of net 
assets acquired, approximately $3 million, has been accounted for 
as goodwill and is being amortized over 40 years using the 
straight line method.  This allocation was based on preliminary 
estimates and may be revised at a later date.

     The Company entered into a 1994 Supply Agreement with Ford 
Motor Company which requires the absorption of the effects of 
inflation and requires specified price reductions or productivity 
offsets to price reductions.  The Company believes that this type 
of agreement is typical in the automotive supply business, and 
the Company's ability to maintain gross margins at or near their 
present levels will be dependent on its ability to substantially 
offset the effects of this and other such agreements through 
productivity improvements, cost reduction programs and 
implementation of value analysis/value engineering programs, 
which reduce part weight and system costs to the customer.

Year 2000 Compliance

     In 1997, the Company started a program to ensure year 2000 
compliance (Y2K) issues would be addressed.  This program 
addresses information technology (IT), computer controlled 
manufacturing processes, and Non-IT systems, as well as, 
obtaining assurance that vendors supplying services and materials 
will be Y2K compliant.  This program is chaired by an internal 
committee made up of corporate personnel who have been using 
guidelines issued by the Automotive Industry Action Group (AIAG)

     The Company's program phases are: Inventory, Risk 
Evaluation, Contingency Plan, Remediation, and Testing.  The 
Company has completed the Inventory phase.  Risk Evaluation, 
Contingency Plan and remediation steps are scheduled to be 
completed by the end of 1998. Testing is scheduled to be 
completed by the end of the first quarter 1999.  The Company's 
program has been reviewed by two different third parties and 
received overall ratings of Low to Moderate Risk.

     Each plant facility has assigned a Year 2000 program 
coordinator to be a part of the committee to enable changes to be 
made efficiently.  Status reports, action plans and timeliness 
are reported to the Company's executive officers on a regular 
basis.  Newsletters are now being sent to customers on a regular 
basis to keep them informed of the Company's status.

     All mission critical informational systems software, 
manufacturing processes and Non-IT systems, including Schade's, 
have been deemed Y2K compliant.  Any additions or changes made to 
existing applications, which have already been tested, are 
reviewed for Y2K compliance.  The Company is in the process of 
surveying vendors and suppliers to ascertain their status.  Costs 
for the reviews and changes to date have been minimal (less than 
$100,000).  Future costs are not expected to exceed $500,000.

     The Company has yet to identify the most likely, worst case 
scenario.  This will be done in conjunction with the risk 
evaluation, contingency plan and testing phases of the Company's 
program.

The Euro Conversion

Eleven of the fifteen member countries of the European Union (the 
participating countries) have agreed to adopt the euro as their 
common legal currency on January 1, 1999, based on fixed 
conversion rates between their existing sovereign currencies (the 
legacy currencies) and the euro.  Following introduction of the 
euro, the legacy currencies are scheduled to remain legal tender 
in the participating countries as denominations of the euro 
between January 1, 1999 and January 1, 2002 (the transition 
period).  During the transition period, public and private 
parties may pay for goods and services using either the euro or 
the participating country's legacy currency.  The euro will then 
trade on currency exchanges and be available for non-cash 
transactions.  

     Schade has been reviewing this issue to ascertain that 
operations will not be adversely affected.  Accounting systems 
are being updated so as to be compatible with both the euro and 
legacy currency.  Schade has issued letters to vendors and 
suppliers stating that they will be ready by January 1, 1999 to 
execute payments in either the local currency or the euro.  No 
major problems are anticipated.

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.
<PAGE>

                     PART II.  OTHER INFORMATION
<TABLE>
ITEM 6.  Exhibits and Reports on Form 8-K
          <S> <C>
         (a)  The following exhibit is being filed herewith:
              
              (27)  Financial Data Schedule

         (b)  The Registrant filed its Current Report on 
              Form 8-K, reporting the acquisition on 
              August 28, 1998 through its wholly-owned 
              subsidiary, Excel Industries Germany GmbH,
              a German limited liability company, a number
              of shares of Schade GmbH, a German limited 
              liability company, equal to 70% of the aggregate
              share capital of Shade GmbH, and a 56.67% 
              participation in the fixed capital Schade GmbH
              & Co. KG, a German limited partnership of which
              Schade GmbH is the sole general partner.
</TABLE>
<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>
                                     EXCEL INDUSTRIES, INC.
                                         (Registrant)


<S>                                <C>
Date:  November 6, 1998            s/ James O. Futterknecht, Jr.
                                      James O. Futterknecht
                                      Chairman, President and
                                      Chief Executive Officer



Date:  November 6, 1998            s/ Joseph A. Robinson   
                                      Joseph A. Robinson
                                      Senior Vice President,
                                      Secretary and 
                                      Chief Financial Officer 



Date:  November 6, 1998            s/ Ike K Eikelberner    
                                      Ike K. Eikelberner
                                      Vice President,
                                      Corporate Controller
                                      and Chief Accounting
                                      Officer
</TABLE>