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 June 28, 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 July 21, 1997, there were outstanding 10,732,494 common 
shares, no par value.
<PAGE>
<TABLE>
                      EXCEL INDUSTRIES, INC.

                                Index


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

         Consolidated Balance Sheet -
              June 28, 1997 and December 28, 1996              1

         Consolidated Statement of Income -
              Quarter Ended June 28, 1997 and
              June 29, 1996
              Six Months Ended June 28, 1997 and
              June 29, 1996                                    2

         Consolidated Statement of Shareholders'
          Equity -
              Six Months Ended June 28, 1997 and
              June 29, 1996                                    3

         Consolidated Statement of Cash Flows -
              Six Months Ended June 28, 1997 and
              June 29, 1996                                    4

         Notes to Consolidated Financial Statements          5-8

         Management's Discussion and Analysis of
          Financial Condition and Results of Operations     9-12

PART II  Other Information                                    13

         Signatures                                           14

         Bylaw Amendment Adopted by Board of Directors
          on April 17, 1997                          Exhibit 3.1

         Amended Bylaws                              Exhibit 3.2

         Financial Data Schedule                     Exhibit  27
</TABLE>
<PAGE>
                         EXCEL INDUSTRIES, INC.
                 CONSOLIDATED BALANCE SHEET (UNAUDITED)
                            (in thousands)
<TABLE>
<CAPTION>

                                        June 28,     December 28,
                                         1997             1996
ASSETS
<S>                                    <C>              <C>
Current assets
  Cash and short-term investments      $  1,932         $  6,580
  Marketable securities                  33,946           23,981
  Accounts receivable                   152,587          127,351
  Customer tooling to be billed          21,381           17,278
  Inventories                            46,718           43,960
  Prepaid expenses                       20,309           19,800
        Total current assets            276,873          238,950

Property, plant and equipment,
   less accumulated depreciation of
   (1997 - $107,461; 1996 - $90,723)    153,580          159,775
Goodwill                                 36,673           31,814
Other assets                             13,601           12,695
                                       $480,727         $443,234

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
  Accounts payable                     $ 85,883         $ 68,673
  Accrued liabilities                    59,674           46,583
  Current portion of debt                 9,414            9,554
        Total current liabilities       154,971          124,810

Long-term debt                          122,323          123,452
Other long-term liabilities              40,036           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,       92,365           92,187
   10,727, in 1996, 10,718
  Retained earnings                      71,340           58,653
  Minimum pension liability adjustment     (160)            (160)
  Cumulative translation adjustment        (148)              45
        Total shareholders' equity      163,397          150,725
                                       $480,727         $443,234

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.
</TABLE>
<PAGE>
                        EXCEL INDUSTRIES, INC.
             CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
                 (thousands, except per share amounts)

<TABLE>
<CAPTION>
                                           Quarter Ended
                                     June 28,            June 29,
                                       1997               1996
<S>                                  <C>                <C>
Net sales                            $264,474           $274,148

Cost of goods sold                    227,375            238,161
      Gross profit                     37,099             35,987
Selling, administrative and
 engineering expenses                  20,694             19,827
      Operating income                 16,405             16,160

Interest expense                       (2,902)            (2,989)
Other income, net                         445                 30
      Income before income taxes       13,948             13,201
Provision for taxes on income           4,881              5,148
      Net income                      $ 9,067           $  8,053

Net income per share:
      Primary                         $   .85           $    .75
      Fully diluted                   $   .76           $    .66
Cash dividends per share              $  .125           $    .11
</TABLE>
<TABLE>
<CAPTION>
                                           Six Months Ended
                                     June 28,            June 29,
                                       1997               1996
<S>                                  <C>                <C>
Net sales                            $515,690           $424,755

Cost of goods sold                    447,593            372,865
       Gross profit                    68,097             51,890
Selling, administrative and
 engineering expenses                  39,617             27,750
      Operating income                 28,480             24,140

Interest expense                       (5,671)            (3,798)
Other income, net                         835                430
      Income before income taxes       23,644             20,772
Provision for taxes on income           8,275              7,836
      Net income                     $ 15,369           $ 12,936

Net income per share:
      Primary                        $   1.43          $    1.21
      Fully diluted                  $   1.30          $    1.07
Cash dividends per share             $    .25          $     .22

The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE>
                     EXCEL INDUSTRIES, INC.
    CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (UNAUDITED)
     FOR THE SIX MONTHS ENDED JUNE 28, 1997 AND JUNE 29, 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                       15,369            
Dividends                        (2,682)            
Share options 
 exercised               22                     
Shares issued under
 employee stock
 purchase plan          156                      
Cumulative 
 translation
 adjustment                                         
Balance at
 June 28, 1997      $92,365    $ 71,340     $ (160)   

Balance at 
 December 30, 1995  $95,157    $ 44,412     $ (659)
Net income                       12,936             
Warrants issued       1,500                         
Dividends                        (2,356)         
Shares issued under
 employee stock 
 purchase plan           67                          
Cumulative 
 translation
 adjustment                                          
 

Balance at 
 June 29, 1996     $96,724     $54,992     $ (659)   

<PAGE>
<CAPTION>
                        CUMULATIVE
                        TRANSLATION   TREASURY
                         ADJUSTMENT    SHARES    TOTAL
<S>                      <C>          <C>       <C>
Balance at
 December 28, 1996       $    45      $   --    $150,725
Net income                                        15,369
Dividends                                         (2,682)
Share options
 exercised                                            22
Shares issued under
 employee stock
 purchase plan                                       156
Cumulative 
 translation
 adjustment                 (193)                   (193)
Balance at
 June 28, 1997           $  (148)     $    --   $163,397

Balance at 
 December 30, 1995       $  --        $(4,593)  $134,317
Net income                                        12,936
Warrants issued                                    1,500
Dividends                                         (2,356)
Shares issued under
 employee stock 
 purchase plan                                        67
Cumulative 
 translation
 adjustment                  (88)                    (88)

Balance at 
 June 29, 1996             $ (88)      $(4,593) $146,376
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE>

                        EXCEL INDUSTRIES, INC.
            CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                            (in thousands)
<TABLE>
<CAPTION>
                                             Six Months Ended
                                            June 28,    June 29,
                                              1997       1996
<S>                                         <C>        <C>
Cash flows from operating activities
   Net income                               $ 15,369   $ 12,936

Adjustments to reconcile net income
 to net cash from operating activities:
   Depreciation and amortization              18,451     11,563
   Deferred income taxes and other            (3,145)     1,688
   Changes in current assets and
    liabilities, excluding effect 
    of acquisitions:
    Accounts receivable and other            (21,403)    (6,417)
    Inventories and customer tooling          (6,628)    13,380
    Accounts payable and accrued 
     liabilities                              22,411      7,469
    Total adjustments                          9,686     27,683
 
    Net cash provided by operating
     activities                               25,055     40,619

Cash flows from investing activities
   Purchase of property, plant and
    equipment                                (16,398)   (12,034)
   Investment in marketable securities        (9,965)    14,941
   Businesses acquired                        (2,415)   (58,984)
   Proceeds from sale of product line          2,926       --   
   Net cash used for investing activities    (25,852)   (56,077)

Cash flows from financing activities
   Issuance of common shares                     178         67
   New debt                                     --      100,000
   Maturities of long-term debt               (1,347)   (70,692)
   Dividends                                  (2,682)    (2,356)
   Net cash from (for) financing activities   (3,851)    27,019

Net change in cash and short-term investments (4,648)    11,561
Cash and short-term investments at 
 beginning of year                             6,580        391

Cash and short-term investments at 
 end of second quarter                      $  1,932   $ 11,952

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>
                                  June 28,         December 28,
                                   1997               1996
      <S>                        <C>                 <C>
      Raw materials              $27,983             $24,047
      Work in process and
       finished goods             19,592              20,770
      LIFO Reserve                  (857)               (857)
                                 $46,718             $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           Six Months Ended
                   June 28,      June 29,    June 28,   June 29,
                     1997          1996        1997       1996
<S>                <C>            <C>        <C>        <C>
Primary             10,726        10,708     10,724     10,708
Fully diluted       12,391        12,979     12,389     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 was 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 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 and the Court.

      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 June 28, 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 
six months ended June 28, 1997 includes the operating results of 
Anderson.  Pro forma unaudited consolidated operating results of 
the Company and Anderson for the six months ended June 29, 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                                        $ 522,569
Net income                                          14,608
Net income per share, primary                         1.36
Net income per share, fully diluted                   1.20
</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 for the year.

      In January, 1997, the Company completed the purchase of the 
assets of the Compliance Group located in Greendale, Wisconsin 
for approximately $2.4 million in cash.  The excess of the 
purchase price over the estimated fair value of assets acquired 
has been acccounted for as goodwill.

                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 vehicle, 
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 June 28, 1997 Compared to
Quarter Ended June 29, 1996

Sales in the second quarter of 1997 decreased 3.5% or $9.6 
million to $264.5 million from $274.1 million in 1996.  The 
strikes at Chrysler and General Motors reduced sales in 1997 in 
excess of $8 million.  North American light vehicle production 
volumes overall declined 3%.  However, Ford truck production 
increased 16% which helped offset price reductions on products 
with long-term pricing agreements. Sales for the light vehicle 
products segment were $206.0 million in the second quarter of 
1997 compared to $215.0 million in the 1996 period.  For the 
RV/MT/HT products segment sales decreased slightly to $58.5 
million in 1997 from $59.1 million in 1996.

Gross profit was $37.1 million in the current quarter or 14.0% of 
sales, up from $36.0 million or 13.1% of sales in the second 
quarter of 1996.  The improvement in margin results from 
continued emphasis on cost reductions pertaining to the Anderson 
locations, continuous improvement efforts and an aggressive 
rationalization activity throughout Excel.  Costs incurred in 
connection with plant closings and relocation of $2.5 million 
recognized in the second quarter were approximately offset by a 
reduction in warranty accruals.

Selling, administrative and engineering expenses totaled $20.7 
million in the second quarter of 1997, up from $19.8 million in 
the 1996 second quarter.  The increase was primarily due to the 
increase in product development costs.

Interest expense totaled $2,902,000 in the 1997 second quarter 
down from $2,989,000 in the year ago second quarter.  The 
decrease was the result of reducing long-term debt through 
scheduled payments.

Other income of $445,000, which is primarily interest income on 
marketable debt securities, was up from the $30,000 in the 1996 
second quarter.  The 1996 interest income of $350,000 was offset 
by the recognition of our equity in losses of our Brazilian joint 
venture in 1996.

Provision for taxes on income was at an effective rate of 35% for 
1997, down from 39% in 1996.  The reduction was due to lower 
estimated state income taxes and favorable benefits of our 
foreign sales corporation.

Material Changes in Results of Operations:
Six Months Ended June 28, 1997 Compared to 
Six Months Ended June 29, 1996

Sales in the first half of 1997 increased 21.4% or $90.9 million 
to $515.7 million from the $424.8 million in 1996.  The 
acquisition of Anderson was effective the first of April, 1996.  
Sales in 1997 increased by $98.2 million due to this transaction.

Gross profit was $68.1 million in the six months ended June 28, 
1997 or 13.2% of sales, up from gross profit of $51.9 million or 
12.2% of sales in the first half of 1996.  The increase in gross 
profit in the half was due to continued cost reduction efforts 
pertaining to the Anderson locations, continuous improvement 
efforts and an aggressive rationalization activity throughout 
Excel.

Selling, administrative and engineering expenses totaled $39.6 
million in the first half up from $27.8 million in the 1996 first 
half.  The increase was due to the addition of Anderson locations 
and increases in product development expenses.

Interest expense totaled $5,671,000 in 1997 up from $3,798,000 in 
the year ago first half due to the additional long-term debt 
outstanding including Senior Notes issued in connection with the 
Anderson acquisition.

Other income of $835,000 consists primarily of interest income on 
marketable debt securities.  Other income of $430,000 in 1996 
included interest income of $722,000 which was offset in part by 
the recognition of our equity in losses of our Brazilian joint 
venture.

Provision for taxes on income was at an effective rate of 35% for 
1997, down from 37.7% in 1996.  The decrease was due to lower 
estimated state income taxes and favorable benefits of our 
foreign sales corporation.

Material Changes in Financial Condition:

For the six months ended June 28, 1997 cash flow from operations 
totaled $25.1 million of which $16.4 million was used for capital 
expenditures, $2.4 million for the acquisition of The Compliance 
Group and an additional $2.7 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.  Total charges to the reserve through 
June 28, 1997 were $2.0 million.  In addition, the Company 
expects that additional expenses to be incurred in 1997 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.  Actual expenditures through June 28, 
1997 were $3.3 million.  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 $2.4 million in cash.  The excess of the 
purchase price over the estimated fair value of assets acquired 
has been accounted for as goodwill.

In May, 1997, the Company completed the sale of the automotive 
parking brake product line for $2.9 million.  This product line 
was acquired when Excel purchased Anderson.  Sales in 1996 were 
approximately $12 million or less than 2% of total sales.

Cash and short-term marketable securities amounted to $35.9 
million at June 28, 1997, an increase of $5.3 million from 
December 28, 1996.  At June 28, 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 remediation requirements.

The Company has supply agreements with a majority of its 
automotive customers which require the absorption of the effects 
of inflation and require specified price reductions or 
productivity offsets to price reductions.  The Company believes 
that these types of agreements are 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 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.

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


ITEM 4.  Submission of Matters to a Vote of Security Holders

     At the annual Shareholders' Meeting on April 17, 1997, the 
shareholders approved by a vote of 7,709,035 For, 102,300 
Against, 64,099 Abstaining, and 2,977,201 Broker Non-Voting, the 
Excel Industries, Inc. 1997 Long-Term Incentive Plan (The 
"LTIP").  The LTIP reserves 500,000 common shares for issuance 
under the plan. Participants are key employees, including 
officers, of the Corporation and its subsidiaries who are in a 
position to make significant contributions to the growth and 
long-term success of the Corporation.  Under the LTIP, 
performance shares are awarded to key executives of the 
Corporation based on the attainment of one or more preestablished 
performance goals over a specified performance period.

     In an uncontested election of Directors, the following were 
elected.

<TABLE>
<CAPTION>
                                                 Authority
                                      For        Withheld
<S>                                <C>             <C>
James O. Futterknecht, Jr.         7,814,111       61,323
Joseph A. Robinson                 7,813,611       61,823
John G. Keane                      7,813,611       61,823
Richard A. Place                   7,811,111       64,323
James K. Sommer                    7,814,111       61,323
Ralph R. Whitney, Jr.              7,813,611       61,823
</TABLE>
                            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>                               <C>
Date:  August 8, 1997                    s/ James O. Futterknecht
                                          James O. Futterknecht
                                          Chairman, President and
                                          Chief Executive Officer



Date:  August 8, 1997                    s/ Joseph A. Robinson   
                                          Joseph A. Robinson
                                          Senior Vice President,
                                          Secretary and 
                                          Chief Financial Officer 



Date:  August 8, 1997                   s/ Ike K Eikelberner    
                                          Ike K. Eikelberner
                                          Vice President,
                                          Corporate Controller
                                          and Chief Accounting
                                          Officer
</TABLE>
                            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>                               <C>
Date:  August 8, 1997                  s/ James O. Futterknecht
                                          James O. Futterknecht
                                          Chairman, President and
                                          Chief Executive Officer



Date:  August 8, 1997                  s/ Joseph A. Robinson
                                          Joseph A. Robinson
                                          Senior Vice President,
                                          Secretary and 
                                          Chief Financial Officer



Date:  August 8, 1997                  s. Ike K. Eikelberner
                                          Ike K. Eikelberner
                                          Vice President,
                                          Corporate Controller
                                          and Chief Accounting
                                          Officer
</TABLE>