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

                                  Form 10-QSB
(Mark One)

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

           For the quarterly period ended December 31, 1997


           [   ]  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                                            87-0448892
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            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 3,242,433 shares of the registrant's Common Stock, par value
$.01 per share, outstanding on January 29, 1998.

     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)
                                                   Dec. 31,        March 31,
ASSETS                                              1997             1997    
                                                 -----------      -----------
Current assets:
    Cash and cash equivalents. . . . . . . .     $ 9,934,000      $ 7,646,000
    Accounts receivable, less allowance of
      $245,000 at Dec. 31, 1997 and $161,000
      at March 31, 1997. . . . . . . . . . .       2,380,000        2,196,000
    Inventories. . . . . . . . . . . . . . .         974,000          700,000
    Deferred income taxes. . . . . . . . . .          72,000          129,000
    Prepaid expenses and other current
      assets . . . . . . . . . . . . . . . .         418,000           88,000
                                                 -----------      -----------
Total current assets . . . . . . . . . . . .      13,778,000       10,759,000
Property and equipment, net. . . . . . . . .       1,837,000        1,629,000
Note receivable from affiliate . . . . . . .       1,000,000        1,000,000
Investment in affiliate. . . . . . . . . . .       1,024,000          862,000
Intangibles. . . . . . . . . . . . . . . . .           1,000            1,000
                                                 -----------      -----------
Total assets . . . . . . . . . . . . . . . .     $17,640,000      $14,251,000
                                                 ===========      ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable . . . . . . . . . . . .     $   915,000      $   833,000
    Accrued expenses . . . . . . . . . . . .         779,000          485,000
                                                 -----------      -----------
Total current liabilities. . . . . . . . . .       1,694,000        1,318,000
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 3,241,025 at Dec. 31, 
      1997 and 3,161,359 at March 31, 1997 .          32,000           32,000
    Additional paid-in capital . . . . . . .       7,625,000        6,952,000
    Retained earnings. . . . . . . . . . . .       8,289,000        5,949,000
                                                 -----------      -----------
  Total stockholders' equity . . . . . . . .      15,946,000       12,933,000
                                                 -----------      -----------
Total liabilities and stockholders' equity .     $17,640,000      $14,251,000
                                                 ===========      ===========

                See accompanying notes to financial statements.
<PAGE> 3
                                MITY-LITE, INC.
                              STATEMENTS OF INCOME
                                  (unaudited)

                                                 Three months ended Dec. 31,  
                                                    1997             1996    
                                                 -----------      -----------
Net sales . . . . . . . . . . . . . . . . . .    $ 5,667,000      $ 4,517,000
Cost of products sold . . . . . . . . . . . .      3,664,000        2,652,000
                                                 -----------      -----------
Gross profit. . . . . . . . . . . . . . . . .      2,003,000        1,865,000
Expenses:
    Selling . . . . . . . . . . . . . . . . .        885,000          695,000
    General and administrative. . . . . . . .        170,000          218,000
    Research and development. . . . . . . . .        130,000          104,000
                                                 -----------      -----------
Total expenses. . . . . . . . . . . . . . . .      1,185,000        1,017,000
                                                 -----------      -----------
Income from operations. . . . . . . . . . . .        818,000          848,000
Other income (expense):
    Interest expense. . . . . . . . . . . . .           --               --  
    Interest income . . . . . . . . . . . . .        104,000           92,000
    Equity in income of affiliate . . . . . .        109,000             --  
    Other . . . . . . . . . . . . . . . . . .         (8,000)         (11,000)
                                                 -----------      -----------
Total other income. . . . . . . . . . . . . .        205,000           81,000
                                                 -----------      -----------
Income before provision for income taxes. . .      1,023,000          929,000
Provision for income taxes. . . . . . . . . .        379,000          341,000
                                                 -----------      -----------
Net income. . . . . . . . . . . . . . . . . .    $   644,000      $   588,000
                                                 ===========      ===========

Basic earnings per share. . . . . . . . . . .    $      0.20      $      0.19
                                                 ===========      ===========
Weighted average common shares 
  outstanding - basic . . . . . . . . . . . .      3,241,025        3,114,376
                                                 ===========      ===========


Diluted earnings per share. . . . . . . . . .    $      0.19      $      0.18
                                                 ===========      ===========
Weighted average common and common equivalent 
  shares - diluted. . . . . . . . . . . . . .      3,417,439        3,301,940
                                                 ===========      ===========

               See accompanying notes to financial statements.
<PAGE> 4
                                MITY-LITE, INC.
                              STATEMENTS OF INCOME
                                  (unaudited)

                                                  Nine months ended Dec. 31,  
                                                    1997             1996    
                                                 -----------      -----------
Net sales . . . . . . . . . . . . . . . . . .    $19,304,000      $14,103,000
Cost of products sold . . . . . . . . . . . .     12,098,000        8,186,000
                                                 -----------      -----------
Gross profit. . . . . . . . . . . . . . . . .      7,206,000        5,917,000
Expenses:
    Selling . . . . . . . . . . . . . . . . .      2,850,000        2,247,000
    General and administrative. . . . . . . .        665,000          685,000
    Research and development. . . . . . . . .        356,000          319,000
                                                 -----------      -----------
Total expenses. . . . . . . . . . . . . . . .      3,871,000        3,251,000
                                                 -----------      -----------
Income from operations. . . . . . . . . . . .      3,335,000        2,666,000
Other income (expense):
    Interest expense. . . . . . . . . . . . .           --             (2,000)
    Interest income . . . . . . . . . . . . .        274,000          265,000
    Equity in income of affiliate . . . . . .        231,000             --  
    Other . . . . . . . . . . . . . . . . . .         (8,000)         (21,000)
                                                 -----------      -----------
Total other income. . . . . . . . . . . . . .        497,000          242,000
                                                 -----------      -----------
Income before provision for income taxes. . .      3,832,000        2,908,000
Provision for income taxes. . . . . . . . . .      1,418,000        1,063,000
                                                 -----------      -----------
Net income. . . . . . . . . . . . . . . . . .    $ 2,414,000      $ 1,845,000
                                                 ===========      ===========

Basic earnings per share. . . . . . . . . . .    $      0.75      $      0.59
                                                 ===========      ===========
Weighted average common shares 
  outstanding - basic . . . . . . . . . . . .      3,216,937        3,106,791
                                                 ===========      ===========

Diluted earnings per share. . . . . . . . . .    $      0.71      $      0.57
                                                 ===========      ===========
Weighted average common and common equivalent 
  shares - diluted. . . . . . . . . . . . . .      3,380,834        3,264,602
                                                 ===========      ===========

               See accompanying notes to financial statements.
<PAGE> 5
                                MITY-LITE, INC.
                           STATEMENTS OF CASH FLOWS
                                  (unaudited)

                                                   Nine months ended Dec. 31, 
                                                     1997             1996    
                                                 -----------      -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income . . . . . . . . . . . .. . . . . .    $ 2,414,000      $ 1,845,000
Adjustments to reconcile net income to net cash
  provided by operating activities:
    Depreciation and amortization. . . . . . .       355,000          294,000
    Deferred compensation. . . . . . . . . . .          --              8,000
    Deferred tax expense . . . . . . . . . . .        57,000             --
    Equity in income of affiliate. . . . . . .      (231,000)            --
    Intercompany interest income . . . . . . .        75,000             --
    Tax benefit from exercise of stock options       360,000           14,000
    Loss on disposal of equipment. . . . . . .         8,000           21,000
    Changes in assets and liabilities:
      Accounts receivable. . . . . . . . . . .      (184,000)        (386,000)
      Inventories. . . . . . . . . . . . . . .      (274,000)        (137,000)
      Related party receivable . . . . . . . .          --            353,000
      Prepaid expenses and other current assets     (330,000)        (125,000)
      Accounts payable . . . . . . . . . . . .        82,000          (88,000)
      Accrued expenses and other . . . . . . .       294,000          352,000
                                                 -----------      -----------
Net cash provided by operating activities. . .     2,626,000        2,151,000
                                                 -----------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES    
Investment in affiliate. . . . . . . . . . . .        (6,000)            --
Purchases of property and equipment. . . . . .      (571,000)        (636,000)
                                                 -----------      -----------
Net cash used in investing activities. . . . .      (577,000)        (636,000)
                                                 -----------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Purchase of common stock for stock options. .       (104,000)            --
Issuance of common stock from stock options .        343,000           46,000
                                                 -----------      -----------
Net cash provided by financing activities . .        239,000           46,000
                                                 -----------      -----------
Net increase in cash and cash equivalents . .      2,288,000        1,561,000
Cash and cash equivalents at beginning of
  period . . . . . . . . . . . . . . . . . . .     7,646,000        7,346,000
                                                 -----------      -----------
Cash and cash equivalents at end of period . .   $ 9,934,000      $ 8,907,000
                                                 ===========      ===========

                See accompanying notes to financial statements.
<PAGE> 6
                                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 three months and nine months ended December 31,
1997 are not necessarily indicative of results to be expected for the full
fiscal year ending March 31, 1998.

     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 to shareholders for the fiscal year ended March 31,
1997.


2.  INVENTORIES
 
     Inventories consisted of the following:

                                                   Dec 31,         March 31,
                                                    1997             1997    
                                                 -----------      -----------
               Materials and supplies . . . .    $   839,000      $   611,000
               Work-in-progress . . . . . . .         16,000           58,000
               Finished goods . . . . . . . .        119,000           31,000
                                                 -----------      -----------
                                                 $   974,000      $   700,000
                                                 ===========      ===========


<PAGE> 7
3.  EARNINGS PER COMMON SHARE

     Effective December 31, 1997, the Company adopted SFAS No. 128, "Earnings
Per Share," which establishes new standards for computing and presenting
earnings per share (EPS).  Upon adoption, the Company restated its earnings
per share calculations for fiscal 1998 and 1997 to conform with SFAS No. 128.
The computations of EPS under SFAS No. 128 are summarized as follows:  

                                  Three months ended      Nine months ended
                                     December 31,            December 31,    
                                    1997        1996       1997       1996   
                                 ---------   ---------  ---------- ----------

Net income as reported . . . . .  $644,000    $588,000  $2,414,000 $1,845,000
                                 =========   =========  ========== ==========
                                

BASIC:
  Weighted average number of 
    common shares outstanding. . 3,241,025   3,114,376   3,216,937  3,106,791
                                 =========   =========  ========== ==========

  Basic earnings per share. . .      $0.20       $0.19       $0.75      $0.59
                                 =========   =========  ========== ==========


DILUTED: 
  Common and common equivalent shares
  outstanding:
    Weighted average number of 
      common shares outstanding. 3,241,025   3,114,376   3,216,937  3,106,791
    Common stock equivalents 
      from options computed on 
      the treasury-stock method 
      using the average fair 
      market value of common 
      stock during the period. .   176,414     187,564     163,897    157,811
                                 ---------   ---------  ---------- ----------
    Shares used in the 
      computation. . . . . . . . 3,417,439   3,301,940   3,380,834  3,264,602
                                 =========   =========  ========== ==========

 Diluted earnings per share. . .     $0.19       $0.18       $0.71      $0.57
                                 =========   =========  ========== ==========

Diluted earnings per common share include the effect of stock options
outstanding using the treasury stock method.  
<PAGE> 8
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
MityHost(TM).  The MityTuff(TM) and MityStack(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.  The MityHost(TM) is manufactured by
the Company in its Orem, Utah facility.
 
     Net sales of the Company's table and chair products have increased during
the three months and nine months ended December 31, 1997 as compared to the
three months and nine months ended December 31, 1996.  Management expects, but
cannot assure, that this trend will continue.  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.  

     Manufacturing and labor costs have increased and the Company has
developed and begun to implement measures designed to increase the
productivity and efficiency of its manufacturing operations.  As part of this
plan and in an effort to reduce turnover and increase the quality of its
workforce, the Company has increased its manufacturing workforce wage rates.  

<PAGE> 9
Comparison of the Three Months and Nine Months Ended December 31, 1997 and
1996

     NET SALES.  The Company's third quarter of fiscal 1998 net sales of
$5,667,000 represented an increase of 25 percent over third quarter net sales
in the prior fiscal year. The increase reflected sales growth of 33 percent in
the table product lines and 89 percent in the chair product lines.  Chair
sales represented 7.5 percent and 5.0 percent of net sales for the third
quarter ended December 31, 1997 and 1996, respectively.  International sales
represented 5.9 percent of net sales for the same respective time periods. 
The overall sales increase has resulted mainly from increased sales in the
church and hospitality market segments.  

     For the nine month period ended December 31, 1997, the Company's net
sales of $19,304,000 represented an increase of 37 percent over the same
period in the prior fiscal year. The increase reflected sales growth of 33
percent in the table product lines and 95 percent in the chair product lines. 
Chair sales represented 8.8 percent and 6.2 percent of net sales for the nine
month period ended December 31, 1997 and 1996, respectively.  International
sales represented 7.0 percent and 7.3 percent of net sales for the same
respective time periods.  The overall sales increase has resulted mainly from
increased sales in the hospitality, public assembly, education, and church
market segments.  

     GROSS PROFIT.  Gross profit as a percentage of net sales decreased over
the prior year by 6.0 percentage points, to 35.3 percent for the three months
ended December 31, 1997.  The majority of the decrease was caused by increased
production costs related to the implementation of a new bonding process,
additional production and labor costs associated with a second production
shift, increasing personnel and labor rates, increasing freight costs, and
increasing chair sales which, when compared to table products, have lower
gross profit margins. 

     For reasons stated above, gross profit as a percentage of net sales
decreased over the prior year by 4.7 percentage points, to 37.3 percent for
the nine months ended December 31, 1997.  The Company has developed and begun
to implement measures focused on improving its gross margins.  

     SELLING EXPENSES.  Selling expenses were 15.6 percent of net sales in the
third quarter of fiscal 1998 as compared to 15.4 percent for the third quarter
of the prior fiscal year.  Actual spending increased by 27.3 percent, or
$190,000, resulting from higher personnel and commission related costs and
higher advertising costs tied to the higher sales volume. 

     Selling expenses were 14.8 percent of net sales in the nine months ended
December 31, 1997 as compared to 15.9 percent for the same period in the prior
fiscal year.  The decrease in selling expenses as a percentage of net sales
resulted from one-time costs incurred in the prior year related to a new sales
incentive program.  Actual spending increased by 26.8 percent, or $603,000,
resulting from higher personnel and commission related costs and higher
advertising costs tied to the higher sales volume. 

<PAGE> 10
     GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative expenses
were 3.0 percent of net sales in the third quarter of fiscal 1998 as compared
to 4.8 percent for the third quarter of the prior fiscal year.  General and
administrative expenses as a percentage of net sales decreased as a result of
overhead leverage from increased sales base and a decrease in actual spending. 
Actual spending decreased by 22.0 percent, or $48,000, resulting from lower
personnel related expenses.  

     General and administrative expenses were 3.4 percent of net sales in the
nine months ended December 31, 1997, as compared to 4.9 percent for the same
period in the prior fiscal year. General and administrative expenses as a
percentage of net sales decreased as a result of overhead leverage from
increased sales base and a decrease in actual spending.  Actual spending
decreased by 2.9 percent, or $20,000, resulting from decreased personnel
related expenses.  

     RESEARCH AND DEVELOPMENT EXPENSES.  Research and development expenses
were 2.3 percent of net sales in the third quarter of fiscal 1998 and remained
flat as a percentage of sales with the third quarter of the prior fiscal year. 
Actual spending increased by 25.0 percent, or $26,000, resulting from
increased personnel related expenses partially offset by lower prototyping
costs. 

     Research and development expenses were 1.8 percent of net sales in the
nine months ended December 31, 1997, as compared to 2.3 percent for the same
period in the prior fiscal year.  Research and development expenses as a
percentage of net sales decreased as a result of overhead leverage from the
increased sales base.  Actual spending increased by 11.6 percent, or $37,000,
resulting from increased personnel related expenses. 

     OTHER INCOME AND EXPENSE.  Other income and expense netted to $205,000 in
the third quarter of fiscal 1998.  Third quarter interest income was $104,000,
an increase of $12,000 from the third quarter of the prior fiscal year.  The
increase was due to interest earned on the higher cash balance held in the
current fiscal year.  The Company also recognized income of $109,000 from its
investment in DO Group, Inc.  The Company bought a 49.9 percent interest in
the DO Group on March 31, 1997.  The $109,000 represents Mity-Lite's
proportionate share of DO Group's net income for the three months ended
December 31, 1997.

     Other income and expense netted to $497,000 in the nine months ended
December 31, 1997.  Nine month interest income was $274,000, an increase of
$9,000 from the same period in the prior fiscal year.  The Company also
recognized income of $231,000 from its investment in DO Group, Inc.  The
$231,000 represents Mity-Lite's proportionate share of DO Group's net income
for the nine months ended December 31, 1997.

     NET INCOME. For reasons stated above, the Company's third quarter of
fiscal 1998 net income of $644,000 increased $56,000, or 9.5 percent over
third quarter net income in the prior fiscal year.  The Company's net income
of $2,414,000 for the nine month period ended December 31, 1997 increased
$569,000, or 30.8 percent over same period in the prior fiscal year.  
<PAGE> 11
LIQUIDITY AND CAPITAL RESOURCES
 
     Cash and cash equivalents, which consist primarily of high-quality
municipal bonds and tax-advantaged and non-tax-advantaged money market
instruments, totaled $9.9 million at December 31, 1997 compared to $7.6
million at March 31, 1997.  The increase in cash and cash equivalents was due
primarily to cash generated from operations ($2.6 million) and net proceeds
from the exercise of stock options ($0.3 million).  This increase was
partially offset by cash used to purchase manufacturing equipment, furniture,
computer equipment and software ($0.6 million).  

     The Company has historically financed its growth through cash from
operations.  The Company has revolving credit facilities with Zions First
National Bank and First Security Bank of Utah, N.A.  The agreements, which
expire on December 1, 1998 and October 25, 1998, respectively, allow the
Company to draw up to an aggregate $5.0 million under the credit facilities. 
As of December 31, 1997, the Company had no amounts drawn under the credit
facilities.  The credit facilities require the maintenance of certain
financial ratios and levels of working capital, all of which were met as of
December 31, 1997.  

     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 is currently seeking strategic business and product line
acquisition opportunities and its working capital requirements may
significantly increase if any acquisitions are 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, 1997, the proceeds which
would have been received by the Company upon exercise of outstanding options
which were exercisable on that date were approximately $557,000.  There is no
assurance that such options will be exercised. 

     The Company's material cash commitments at December 31, 1997, consisted
primarily of current liabilities to be repaid from funds generated from
operations.  At December 31, 1997, the Company had total current liabilities
of $1,694,000.  The Company has also entered into a lease agreement with a
related party for its production and office facility under which it is
obligated to pay $17,100 per month through March 2000. 
<PAGE> 12
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, cash flow availability, enhancements to the Company's
manufacturing process, increasing table and chair sales, 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
market, introduce new product lines to existing customers, market products
directly to end users, enter new markets, and continue enhancing its
manufacturing process, b) will manufacture and market at improved margins high
quality, high performance products at competitive prices, c) can continue to
source acceptable raw materials at current prices, d) will continue to
experience current levels of warranty service costs, e) will realize an
acceptable return on investment from the DO Group, Inc. acquisition, f) will
be able to source labor at current rates, g) will be able to identify and
consummate strategic business and product line acquisitions on acceptable
terms, and h) will increase the productivity and efficiency of its
manufacturing operation by increasing employee wage rates and employee
retention.  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. 

<PAGE> 13
     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 project 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.  


                        PART II:  OTHER INFORMATION



Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits:
              11    Computation of Earnings per Share
              27.1  Financial Data Schedule
              27.2  Financial Data Schedule - Restated

         (b)  Reports on Form 8-K:
              None





<PAGE> 14

                                  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 4, 1998                  /s/ Gregory L. Wilson                
                                        ------------------------------------
                                        Gregory L. Wilson
                                        Chairman of the Board, President,
                                        and Director (Principal Executive
                                        Officer)

Date: February 4, 1998                  /s/ Bradley T Nielson                
                                        ------------------------------------
                                        Bradley T Nielson
                                        Chief Financial Officer
                                        (Principal Financial and Accounting
                                        Officer)