<PAGE> 1
===============================================================================
                   U.S. Securities and Exchange Commission
                            Washington, D.C. 20549
              ---------------------------------------------------
                                  Form 10-QSB

     /x/  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

          For the quarterly period ended December 31, 1996        
     
     / /  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1943

          For the transition period from          to
              ---------------------------------------------------
                        Commission file number 0-23898
              ---------------------------------------------------
                                MITY-LITE, INC.
       (Exact name of small business issuer as specified in its charter)

                                     Utah
                        (State or other jurisdiction of 
                         incorporation or organization)

                                  87-0448892
                      (I.R.S. Employer Identification No.)

                             1301 West 400 North
                               Orem, Utah 84057
                    (Address of principal executive offices)

                   Issuer's telephone number:  (801) 224-0589

                                      N/A
   (Former name, former address and former fiscal year, if changed since last
                                    report)
                                                               
     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

                       Yes   x                    No
     
     There were 3,114,650 shares of the registrant's Common Stock, par value
$.01 per share, outstanding on January 31, 1997.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (Check one:)  Yes       No   x

===============================================================================
<PAGE>  2
                        PART I:  FINANCIAL INFORMATION

Item 1.  Financial Statements

                                MITY-LITE, INC.
                                BALANCE SHEETS
                                  (unaudited)

                                              December 31,         March 31,
ASSETS                                            1996                1996
                                            ---------------     ---------------
Current assets:
  Cash and cash equivalents . . . . . . . .     $8,907,000          $7,346,000
  Accounts receivable, less allowances
    of $158,000 at December 31, 1996
    and $132,000 at March 31, 1996. . . . .      1,994,000           1,608,000
  Inventories . . . . . . . . . . . . . . .        646,000             509,000
  Related party receivable. . . . . . . . .          --                353,000
  Prepaid expenses and other current assets        226,000             101,000
  Deferred income taxes . . . . . . . . . .         91,000              91,000
                                            ---------------     ---------------
Total current assets. . . . . . . . . . . .     11,864,000          10,008,000
Property and equipment, net . . . . . . . .      1,634,000           1,313,000
                                            ---------------     ---------------
Total assets. . . . . . . . . . . . . . . .    $13,498,000         $11,321,000
                                            ===============     ===============


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable. . . . . . . . . . . . .     $  659,000          $  747,000
  Accrued expenses. . . . . . . . . . . . .        695,000             343,000
                                            ---------------     ---------------
Total current liabilities . . . . . . . . .      1,354,000           1,090,000

Stockholders' equity:
  Preferred stock, par value $.10 per
    share; authorized 3,000,000 shares; no
    shares issued and outstanding . . . . .          --                  --
  Common stock, par value $.01 per share;
    authorized 10,000,000 shares; issued
    and outstanding 3,114,376 shares at
    December 31, 1996 and 3,096,472 shares
    at March 31, 1996 . . . . . . . . . . .         31,000              31,000
  Additional paid-in capital. . . . . . . .      6,743,000           6,697,000
  Retained earnings . . . . . . . . . . . .      5,370,000           3,503,000
                                            ---------------     ---------------
                                                12,144,000          10,231,000
                                            ---------------     ---------------
Total liabilities and stockholders' equity.    $13,498,000         $11,321,000
                                            ===============     ===============

               See accompanying notes to financial statements.

<PAGE>  3
                                                          MITY-LITE, INC.
                                                       STATEMENTS OF INCOME
                                                            (unaudited)
<TABLE>
<CAPTION>
                                                      Three months ended                         Nine months ended
                                                         December 31,                               December 31,
                                                    1996               1995                   1996               1995
                                              ---------------    ---------------        ---------------    ---------------
<S>                                           <C>                <C>                    <C>                <C>
Net sales . . . . . . . . . . . . . . . . .       $4,517,000         $3,666,000            $14,103,000        $11,479,000
Cost of products sold . . . . . . . . . . .        2,652,000          2,144,000              8,186,000          6,746,000
                                              ---------------    ---------------        ---------------    ---------------
Gross profit. . . . . . . . . . . . . . . .        1,865,000          1,522,000              5,917,000          4,733,000
Expenses:
  Selling . . . . . . . . . . . . . . . . .          695,000            500,000              2,247,000          1,585,000
  General and administrative. . . . . . . .          218,000            173,000                685,000            556,000
  Research and development. . . . . . . . .          104,000            118,000                319,000            395,000
  Expenses related to potential
    acquisitions. . . . . . . . . . . . . .            --                34,000                  --               128,000
                                              ---------------    ---------------        ---------------    ---------------
Total expenses. . . . . . . . . . . . . . .        1,017,000            825,000              3,251,000          2,664,000
                                              ---------------    ---------------        ---------------    ---------------
Income from operations. . . . . . . . . . .          848,000            697,000              2,666,000          2,069,000
Other income (expense):
  Interest expense. . . . . . . . . . . . .            --                (1,000)                (2,000)            (3,000)
  Interest income . . . . . . . . . . . . .           92,000             65,000                265,000            183,000
  Other . . . . . . . . . . . . . . . . . .          (11,000)           (26,000)               (21,000)           (26,000)
                                              ---------------    ---------------        ---------------    ---------------
Total other income (expense). . . . . . . .           81,000             38,000                242,000            154,000
                                              ---------------    ---------------        ---------------    ---------------
Net income before provision for income taxes         929,000            735,000              2,908,000          2,223,000
Provision for income taxes. . . . . . . . .          341,000            269,000              1,063,000            834,000
                                              ---------------    ---------------        ---------------    ---------------
Net income. . . . . . . . . . . . . . . . .       $  588,000         $  466,000             $1,845,000         $1,389,000
                                              ===============    ===============        ===============    ===============

Net income per share. . . . . . . . . . . .         $ 0.18             $ 0.14                 $ 0.57             $ 0.43
                                              ===============    ===============        ===============    ===============

Weighted average common and common equivalent
  shares. . . . . . . . . . . . . . . . . .        3,301,940          3,239,867              3,264,602          3,238,444
                                              ===============    ===============        ===============    ===============

                                         See accompanying notes to financial statements.
</TABLE>

<PAGE>  4

                                MITY-LITE, INC.
                           STATEMENTS OF CASH FLOWS
                                  (unaudited)

                                               Nine months ended December 31,
                                                  1996                1996
                                            ---------------     ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income. . . . . . . . . . . . . . . . .     $1,845,000          $1,389,000
Adjustments to reconcile net income to net
  cash provided by operating activities:
    Depreciation and amortization . . . . .        294,000             264,000
    Deferred compensation . . . . . . . . .          8,000               6,000
    Loss on disposal of equipment . . . . .         21,000              26,000
    Changes in assets and liabilities:
      Accounts receivable . . . . . . . . .       (386,000)           (253,000)
      Inventories . . . . . . . . . . . . .       (137,000)           (114,000)
      Related party receivable. . . . . . .        353,000            (218,000)
      Prepaid expenses and other current
        assets. . . . . . . . . . . . . . .       (125,000)             51,000
      Federal tax deposit . . . . . . . . .          --                313,000
      Accounts payable. . . . . . . . . . .        (88,000)             27,000
      Accrued expenses and other. . . . . .        352,000             158,000
                                            ---------------     ---------------
Net cash provided by operating activities .      2,137,000           1,649,000

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of European sales
  branch. . . . . . . . . . . . . . . . . .          --                272,000
Purchases of property and equipment . . . .       (636,000)           (261,000)
                                            ---------------     ---------------
Net cash (used in) provided by investing
  activities. . . . . . . . . . . . . . . .       (636,000)             11,000

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock from stock options         46,000              84,000
Tax benefits from the exercise of stock
  options . . . . . . . . . . . . . . . . .         14,000              43,000
                                            ---------------     ---------------
Net cash provided by financing activities .         60,000             127,000
                                            ---------------     ---------------
Increase in cash and cash equivalents . . .      1,561,000           1,787,000
Cash and cash equivalents at beginning of
  period. . . . . . . . . . . . . . . . . .      7,346,000           4,823,000
                                            ---------------     ---------------
Cash and cash equivalents at end of period.     $8,907,000          $6,610,000
                                            ===============     ===============

               See accompanying notes to financial statements.


<PAGE>  5
                                MITY-LITE, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                  (unaudited)

1.  BASIS OF PRESENTATION
 
INTERIM PERIOD ACCOUNTING POLICIES
 
     In the opinion of the Company's management, the accompanying unaudited
financial statements contain all normal recurring adjustments necessary to
present fairly the Company's financial position for the interim period.
Results of operations for the nine months ended December 31, 1996 are not
necessarily indicative of results to be expected for the full fiscal year
ending March 31, 1997.

     The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for annual financial
statements.  Although the Company believes that the disclosures in these
unaudited financial statements are adequate to make the information presented
for the interim periods not misleading, certain information and footnote
information normally included in annual financial statements prepared in
accordance with generally accepted accounting principles have been condensed
or omitted pursuant to the rules and regulations of the Securities and Exchange
Commission, and these financial statements should be read in conjunction with
the Company's audited financial statements included in the Company's annual
report for the year ended March 31, 1996. 

2.  INVENTORIES
 
   Inventories consisted of the following:

                                    December 31,         March 31,
                                        1996                1996
                                  ---------------     ---------------
        Materials and supplies. .       $553,000            $432,000
        Work-in-progress. . . . .         51,000              51,000
        Finished goods. . . . . .         42,000              26,000
                                  ---------------     ---------------
                                        $646,000            $509,000
                                  ===============     ===============



<PAGE>  6
Item 2.

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

GENERAL
 
     The Company designs, manufactures and markets lightweight, durable,
folding leg tables, stacking chairs, and other related products used in multi-
purpose rooms of educational, recreational, hotel and hospitality, government,
office, health care, religious and other public assembly facilities.
Historically, the Company's growth has come from an expanding base of new
customers and from increasing sales to existing customers.  The Company's
current and future growth is largely dependent upon its ability to continue
increasing table sales to new and existing customers and its ability to
successfully introduce and market new product lines of multi-purpose room
furniture such as chairs, staging, flooring, partitions, podiums, risers and
bench seating.  The Company anticipates that over the next 12 months, its
primary business strategy and emphasis will be on acquiring and introducing
chair products while continuing to expand its share of the folding leg table
market.

     The Company currently markets five lines of stacking chairs, the
MityTuff(TM), the MityStack(TM), the MityFlex(TM), the MityDeluxe(TM), and
the Mity-Lite 900 Series(TM).  The MityTuff(TM), MityStack(TM), and Mity-Lite
900 Series(TM) chairs are distributed by the Company under original equipment
manufacturer (OEM) arrangements with the chair manufacturers.  Portions of the
MityFlex(TM) and the MityDeluxe(TM) chairs are manufactured by the Company.  In
addition, the Company performs final assembly on these two chair lines. 
 
     Net sales of the Company's table and chair products have increased during
the nine months ended December 31, 1996 as compared to the same period
last year.  Management expects, but cannot assure, that this trend of
current period results exceeding comparative period results will continue.
It is not anticipated that gross profit on table products as a percent of
table sales will increase significantly above current levels.  Gross margins
and expenses associated with chairs and other new product lines are difficult
to predict.  The Company believes that profitability rates less than those
achieved on table products will be realized on complementary products.
However, no assurance can be given that these results will be realized.  

COMPARISON OF THE THREE MONTHS AND NINE MONTHS ENDED DECEMBER 31, 1995 AND 1996

     NET SALES.  The Company's third fiscal quarter net sales of $4,517,000
increased 23 percent over third quarter net sales in the prior fiscal year.  The
increase reflected sales growth of 26 percent in the table product lines.  Chair
sales represented 5.0 percent and 7.0 percent of net sales for the third quarter
ended 1996 and 1995, respectively, while international sales represented 4.2
percent and 5.8 percent of net sales for the same respective time periods.
The sales increase has resulted mainly from increased sales in the hospitality
and office products market segments.  In addition, the Company maintained higher
than planned production levels during the traditionally slower holiday period.
This was done to meet customer delivery requirements and resulted in sales of
approximately $200,000 being shifted into the fiscal third quarter from the
fiscal fourth quarter of 1997.


<PAGE>  7
     For the nine month period ended December 31, 1996, the Company's net sales
of $14,103,000 increased 23 percent over the prior fiscal year.  The increase
reflected sales growth of 20 percent in the table product lines and 59 percent
in the chair product lines.  Chair sales represented 6.2 percent and 4.8 percent
of net sales for the nine months ended December 31, 1996 and 1995, respectively,
while international sales represented 8.0 percent and 5.4 percent of net sales
for the same respective time periods.  These increases have resulted mainly from
increased sales in the education, hospitality, office products, and recreation
market segments.

     GROSS PROFIT.  Gross profit as a percentage of net sales slightly decreased
over the prior year by 0.2 percentage points, to 41.3 percent for the three
months ended December 31, 1996.  For the nine month period ended December 31,
1996, gross profit as a percentage of net sales increased by 0.8 percentage
points over the prior year, to 42.0 percent.  The increase was primarily
due to increases in the average unit sales price realized on table products,
partially offset by lower gross profit margins realized on increasing sales
of the Company's chair products.

     SELLING EXPENSES.  Selling expenses were 15.4 percent of net sales in the
third quarter of fiscal 1997 as compared to 13.6 percent for the third quarter
of the prior fiscal year.  Actual spending increased by 39.0 percent, or
$195,000, resulting from higher personnel, tradeshow, and advertising costs.
For the nine month period ended December 31, 1996 and 1995, selling expenses
as a percentage of net sales were 15.9 percent and 13.8 percent respectively.
Actual spending increased by 41.8 percent, or $662,000, resulting from higher
personnel, tradeshow, and international selling expenses partially offset by
lower advertising costs.  Increased personnel costs resulted from the hiring
of 8 additional sales people at the beginning of the current fiscal year.  

     GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative expenses
were 4.8 percent of net sales in the third quarter of fiscal 1997 as compared
to 4.7 percent for the third quarter of the prior fiscal year.  Actual spending
increased by 26.0 percent, or $45,000.  For the nine month period ended
December 31, 1996 and 1995, general and administrative expenses as a percentage
of net sales were 4.9 percent while absolute spending increased 23.2 percent, or
$129,000.  The increases in spending resulted primarily from increases in
personnel related expenses incurred to support the growing business needs and
the implementation of a new management information system.
 
     RESEARCH AND DEVELOPMENT EXPENSES.  Research and development expenses were
2.3 percent of net sales in the third quarter of fiscal 1997 as compared to 3.2
percent for the third quarter of the prior fiscal year.  Actual spending
decreased by 11.9 percent, or $14,000.  For the nine month period ended December
31, 1996 and 1995, research and development expenses as a percentage of net
sales were 2.3 percent and 3.4 percent, respectively.  Actual spending
decreased 19.2 percent, or $76,000.  This decrease in research and development
expenditures primarily resulted from one-time expenses incurred in the June 1995
quarter associated with the development of the Company's Tesla(TM) folding chair
and the Mity-Lite Elite(TM) and Mity-Lite Aluminum(TM) tables and lower legal
expenses incurred for patents.  These new product lines were introduced at the
Neocon Trade Show and significant development resources were expended during
that quarter to prepare for the trade show.  The Company postponed developing
further the Tesla(TM), but began selling the Mity-Lite Elite(TM) and Mity-Lite
Aluminum(TM) tables during the previous fiscal year. 
   

<PAGE>  8
     EXPENSES RELATED TO POTENTIAL ACQUISITIONS.  Also included in operating
expenses for the three month and nine month periods ended December 31, 1995 were
certain expenses the Company incurred related to the proposed acquisitions of
Fixtures Manufacturing Company and The Lineal Group (Samsonite Furniture
Company).  When the Fixtures Manufacturing Company acquisition discussions
were terminated in August 1995, the Company recorded a $95,000 pre-tax charge.
In addition, the Company attempted to purchase The Lineal Group, Inc. which
was under bankruptcy protection.  The Lineal Group was eventually purchased
by another bidder.  The Company incurred approximately $34,000 in pre-tax
expenses related to this potential acquisition.  These one-time charges
represented 0.9% and 1.1% of net sales for the three month and nine month
periods ended December 31, 1995.

     OTHER INCOME AND EXPENSE.  Other income and expense netted to $81,000 in
the third quarter of fiscal 1997.  Third quarter interest income was $92,000,
an increase of $27,000 from the third quarter of the prior fiscal year due to
a greater average balance of cash and cash equivalents. During the third
quarter of fiscal 1997, an $11,000 loss was incurred from the disposition of
certain manufacturing assets. Other income and expense netted to $242,000 in
the first nine months of fiscal 1997.  Nine month interest income was $265,000,
an increase of $82,000 from the nine month period of the prior fiscal year due
to a greater average balance of cash and cash equivalents.  During the current
nine month period, the Company also incurred $2,000 in interest related charges
and a $21,000 loss from the disposition of certain manufacturing and research
and development assets.

     NET INCOME.  For reasons stated above, the Company's third fiscal quarter
net income of $588,000 increased 26.2 percent over third quarter net income in
the prior fiscal year.  For the nine month period, the Company's net income of
$1,845,000 increased 32.8 percent over the prior year nine month period.  


LIQUIDITY AND CAPITAL RESOURCES
 
     Cash and cash equivalents, which consist primarily of high-quality
municipal bonds and tax-advantaged money market instruments, totaled $8.90
million at December 31, 1996 compared to $7.35 million at March 31, 1996.  The
increase in cash and cash equivalents was due primarily to cash generated from
operations ($2.14 million).  This increase was partially offset by cash used
to purchase manufacturing and computer equipment, furniture, and certain
leasehold improvements ($.64 million).

     The Company has historically financed its growth through cash from
operations and borrowings under a revolving credit facility. The Company has
a revolving credit facility with First Security Bank of Utah, N.A.  The
agreement, which expires October 27, 1997, allows the Company to draw up to
$2,000,000 under the credit facility.  As of December 31, 1996, the Company
had no amounts drawn under the credit facilities.  The credit facility
requires the maintenance of certain financial ratios and levels of working
capital, all of which were met as of December 31, 1996. 
 

<PAGE>  9
     The Company believes that cash flow from its current operations together
with existing cash reserves will be sufficient to support its working capital
requirements for its existing operations for at least the next 12 months.
However, the Company's working capital requirements may significantly increase
if an acquisition is consummated.  No assurances can be given as to the
sufficiency of the Company's working capital to support the Company's operations
following any such acquisition.  If the existing cash reserves, cash flow from
operations and debt financing are insufficient or if working capital
requirements are greater than estimated, the Company could be required to raise
additional capital.  There can be no assurance the Company will be capable of
raising additional capital or that the terms upon which such capital will be
available to the Company will be acceptable.  Additional sources of equity
capital are available to the Company through the exercise by holders of
outstanding options.  At December 31, 1996, the proceeds which would have
been received by the Company upon exercise of outstanding options which were
exercisable on that date were approximately $539,000.  There is no assurance
that such options will be exercised.  The Company is also evaluating strategic
business and product line acquisitions.

     The Company's material cash commitments at December 31, 1996 consisted
primarily of current liabilities to be repaid from funds generated from
operations.  At December 31, 1996, the Company had total current liabilities
of $1,354,000.  The Company has also entered into a lease agreement from a
related party for its production and office facility under which it is
obligated to pay $17,100 per month through March 2000. 



<PAGE>  10
FORWARD-LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT FUTURE RESULTS OF
OPERATIONS

     All forward-looking statements contained herein are deemed by the Company
to be covered by and to qualify for the safe harbor protection provided by the
Private Securities Litigation Reform Act of 1995 (the "1995 Act").  Investors
and prospective investors in the Company should understand that several factors
govern whether any forward-looking statement contained herein will be or can
be achieved.  Any one of those factors could cause actual results to differ
materially from those projected herein.  These forward-looking statements
include plans and objectives of management for future operations, including
plans and objectives for products, marketing, customers, product line
expansions, enhancements to its manufacturing process, increasing net sales of
table and chair products, and potential acquisitions.  The forward-looking
statements included herein are based on current expectations that involve a
number of risks and uncertainties.  These forward-looking statements are based
on assumptions, among others, that the Company a) will be able to successfully
increase its share of the table and chair markets, introduce new product lines
to existing customers, increase net sales of table and chairs, market products
directly to end users, enter new markets, and continue enhancing its
manufacturing process, b) will continue to manufacture and market at current
margins high quality, high performance products at competitive prices, c) will
continue to profitably sell products to The Church of Jesus Christ of Latter-day
Saints, d) can continue to source acceptable raw materials at current prices,
e) will continue to experience current levels or lesser levels of warranty
service costs, f) will successfully implement its new sales incentive program
and management information system, and g) will be able to consummate
acquisitions of suitable companies or product lines on terms acceptable to the
Company.  Assumptions relating to the foregoing involve judgments with respect
to, among other things, future economic, competitive and market conditions and
future business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond the control of the Company.  Although
the Company believes that the assumptions underlying the forward-looking
statements contained herein are reasonable, any of those assumptions could
prove inaccurate and, therefore, there is and can be no assurance that the
results contemplated in any such forward-looking statement will be realized.
Budgeting and other management decisions are subjective in many respects and
thus susceptible to interpretations and periodic revision.  The impact of
actual experience and business developments may cause the Company to alter
its marketing, capital expenditure plans or other budgets, which may in turn
affect the Company's result of operations.  In light of the significant
uncertainties inherent in the forward-looking statements included herein, the
inclusion of any such statement should not be regarded as a representation by
the Company or any other person that the objectives or plans of the Company
will be achieved.

     Due to factors noted above and elsewhere in Management's Discussion and
Analysis of Financial Condition and Results of Operations, the Company's future
earnings and stock price may be subject to significant volatility, particularly
on a quarterly basis.  Past financial performance should not be considered a
reliable indicator of future performance and investors should not use historical
trends to anticipate results or trends in future periods.  Any shortfall in net
sales or earnings from the levels anticipated by securities analysts could
have an immediate and significant effect on the trading price of the Company's
common stock in any given period.  Additionally, the Company may not learn of
such shortfalls until late in a fiscal quarter, which could result in an even
more immediate and adverse effect on the trading price of the Company's common
stock.

<PAGE>  11
                          PART II:  OTHER INFORMATION


Item 6.    Exhibits and Reports on Form 8-K
       (a)  Exhibits
               11   Computation of Net Income per Share
               27   Financial Data Schedule
       (b)     Reports on Form 8-K:
               None


<PAGE>  12
                                  SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf  by the undersigned, thereunto
duly authorized.

                                            MITY-LITE, INC.

Date:  February 5, 1997                     /s/ Gregory L. Wilson
                                            ---------------------------
                                            Gregory L. Wilson
                                            Chairman of the Board, President,
                                            and Director (Principal Executive
                                            Officer)

Date:  February 5, 1997                     /s/ Bradley T Nielson               
                                            ---------------------------
                                            Bradley T Nielson
                                            Vice President of Finance, Chief
                                            Financial Officer (Principal
                                            Financial and Accounting Officer)