SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

         [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)

         For the fiscal year ended April 30, 1998

         [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

         For the transition period from __________ to _______________

                           Commission File No. 1-5926

                             MILLER INDUSTRIES, INC.
--------------------------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)

        FLORIDA                                                    59-0996356
-------------------------------                                -----------------
(State or Other Jurisdiction of                                (I.R.S. Employer
Incorporation or Organization)                              Identification No.)

                   16295 N.W. 13TH AVE., MIAMI, FLORIDA 33169
                   ------------------------------------------
                    (Address of Principal Executive Offices)

                                 (305) 621-0501
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

                    Securities registered under Section 12(b)
                            of the Exchange Act: None

                Securities registered under Section 12(g) of the
                                 Exchange Act:

                          COMMON STOCK, $.05 PAR VALUE
                          ----------------------------
                               (Title of Class)

Check whether the issuer: (1) has 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 past 90 days.

                           Yes _______        No  ___X___

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in the definitive proxy or information
statement incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year:  $233,050.

As of September 11, 1998, the registrant had 2,982,662 outstanding shares of
common stock $.05 par value. The aggregate market value of the common stock of
the registrant held by non-affiliates (based on the average of the closing bid
and asked prices of the common stock in the over-the-counter market as of
September 11, 1998) was approximately $18,500.



<PAGE>


                                     PART I

ITEM  1. BUSINESS

GENERAL

         MILLER INDUSTRIES, INC. (the "Company") was incorporated under the laws
of the State of Florida on January 21, 1963. The administrative offices of the
Company are located at 16295 N.W. 13th Avenue, Miami, Florida 33169, and its
telephone number is (305) 621-0501.

         The Company's principal business is the ownership and management of a
98,000 square feet warehouse located in Miami, Florida. See Item 2. Properties.
As of the date of this report, the Company had not yet leased enough of its
warehouse to generate positive cash flow from operations. The Company also
intends to acquire other income-generating properties to add to the Company's
portfolio. The Company's current President, Angelo Napolitano, has extensive
experience in the real estate industry, and believes that he can provide the
Company with the expertise to locate, acquire and manage attractive properties.
The Company hopes to finance the acquisition of properties through a combination
of debt from third parties (including outside lenders and seller financing) and
issuance of equity securities.

EMPLOYEES

         The Company had no employees during the 1998 and 1997 fiscal years.

         The Company's President provides services to the Company as an
independent contractor. The Company also utilizes an independent contractor to
perform administrative and bookkeeping services.

ITEM 2.  PROPERTIES

DESCRIPTION OF WAREHOUSE

         The Company owns a one-story concrete block building located at 16295
N.W. 13th Avenue, Miami, Florida. This facility consists of 97,813 square feet,
7,000 of which is air-conditioned. The building is zoned for use as a warehouse
or light manufacturing facility. The building has a relatively low ceiling,
which has adversely affected leasing efforts.

FINANCING

         At April 30, 1998, the building was subject to an outstanding first
mortgage in favor of NationsBank with a balance of approximately $1,430,000.
Under the current terms of the loan, the Company is obligated to make monthly
payments of principal and interest of $13,285 (based on a 19-year amortization
schedule). The loan is due in full on September 16, 1999.

                                       -2-


<PAGE>


         Angelo Napolitano, the Company's Chairman of the Board, has currently
guaranteed $800,000 of the new loan balance. The guaranty will be reduced to
$400,000 once the Company stabilizes its tenant occupancy for ninety (90)
consecutive days, which has not yet occurred.

LEASING ACTIVITIES

         The Company continues to seek long term commercial tenants for its
building. The building is located in an industrial park which contains many
similar facilities. Current rents for such facilities range from approximately
$3.75 per square foot to approximately $5.00 per square foot and the occupancy
rate in the area is approximately 90%.

         The Company has leased approximately 44% of the building to their
tenants as follows:

         The Company has leased 24,000 square feet of the building under a
5-year lease which commenced in January 1995. This lease provides for rent of
$10,000 per month, plus increases based on changes in the consumer price index.

         The Company has leased 18,500 square feet under a three year lease
commencing in 1997. This lease provides for rent of $6,550 per month.

         Total rental income for fiscal 1998 was approximately $187,000.

INSURANCE, DEPRECIATION  AND TAXES

         The Company believes that the building is adequately insured.
Depreciation is determined using the straight-line method over five to 31.5
years for tax purposes and 5 to 30 years for accounting purposes. Real estate
taxes paid for calendar year 1997 were approximately $31,500.

BUSINESS PLAN

         The Company's current business plan is to make strategic investments in
commercial real estate. At the present time, the Company has not developed any
specific investment policy with regard to its proposed real estate activities.
Accordingly, the Company has not established any limitations in the percentage
of assets which may be invested in any one investment or type of investments.
The Company generally intends to seek real estate assets for income-generation
purposes rather than capital gains. The Company has not developed any particular
criteria for the types of real estate in which it may invest. Accordingly, the
Company may invest in office and apartment buildings, shopping centers,
industrial and commercial properties, special purpose buildings and undeveloped
acreage. The Company believes that any such acquisitions will occur in South
Florida. The Company hopes to finance the acquisition of properties through a
combination of financing from third parties, financing from the seller and
issuance of equity securities of the Company. The Company may also invest in
real estate through partnerships or other similar vehicles. There can be no
assurance that any of these plans will be realized

                                       -3-

<PAGE>


ITEM 3.  LEGAL PROCEEDINGS

SEABOARD CHEMICAL CORPORATION

         In late 1991, the Company was identified by the North Carolina
Department of Environment, Health, and Natural Resources ("DEHNR") as a member
of a large group of companies who had shipped hazardous waste to a disposal site
owner and operated by Seaboard Chemical Corporation ("Seaboard"). Accordingly,
DEHNR issued a Notice of Responsibility to advise the Company of its liability
as a potentially responsible party ("PRP") with respect to the site.

         Seaboard had operated the site in Jamestown, North Carolina for the
storage, treatment and disposal of hazardous waste materials for the period from
1976 to 1989. Operations at the site ceased in 1989 when Seaboard declared
bankruptcy. Beginning in 1990, the bankruptcy trustee for Seaboard attempted to
close the site in accordance with the terms of the Resource Conservation and
Recovery Act ("RCRA"). However, insufficient funds were available to allow the
trustee to complete this work. As a result, the Federal Environmental Protection
Agency (the "EPA") and the DEHNR advised the trustee that if the clean up work
were not completed, either one or both of the agencies would complete the work
and would sue the responsible parties to recover the costs involved. To avoid
the possibility of this lawsuit, in October 1991, the Company entered into an
agreement with other responsible parties to form a group to complete the site
clean up work. Over the next two years, the necessary steps were taken to
complete the clean up of the surface contamination of the site. In 1994, the
Company joined a group to complete the groundwater clean up ("Phase II"). Phase
II was to begin as soon as a satisfactory plan was approved by the concerned
authorities. To date, the Company has been required to expend only a minimal
amount on this operation. Therefore, no accrual has been made for further costs
to this point. No determination of the estimated additional expenditures has
been furnished to the group members.

GOLD COAST OIL

         In 1981, the Company was named by the U.S. Environmental Protection
Agency ("EPA") as one of many potential PRPs with respect to chemical pollution
discovered at a site known as "Gold Coast Oil."

         In 1988, a settlement was negotiated between the EPA and certain PRPs
including the Company which resulted in a settlement of the EPA claim. The PRPs
subsequently negotiated a settlement among themselves in which the Company
agreed to pay $50,000 of the anticipated clean up costs. The Company's insurance
carrier at the time of the alleged violations agreed to pay $45,000 of this
amount in return for a release from any future additional claims.

         In January 1993, it was determined that additional funds would be
required to complete the clean up of the Gold Coast Oil site. The Company
received an assessment of $10,000 for this obligation and has included such
amount in accrued expenses in the accompanying balance sheets.

                                       -4-


<PAGE>


ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None.

                                       -5-


<PAGE>


                                     PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
         STOCKHOLDER MATTERS

The Company's common stock is currently traded on the over-the-counter
market.

The range of the high and low bid quotations for each quarter of the past two
(2) fiscal years is as follows:

<TABLE>
<CAPTION>

                              CLOSING BID                      CLOSING ASK

1997                       HIGH              LOW          HIGH           LOW
----                       ----              ---          ----           ---
<S>                        <C>               <C>           <C>           <C>

MAY 1
THRU                       .02              .02           .06            .06
JULY 31

AUG. 1
THRU                       .02              .01           .06            .05
OCT. 31

NOV. 3
THRU                       .01              .01           .05            .05
JAN. 30, 1998

1998
----
FEB. 2
THRU                       .01              .01           .05             .05
APR. 30

MAY 1996 - APRIL 1997(1)                                 HIGH            LOW
-----------------------                                 ------          ------

First Quarter                                           $ .060           $ .020
Second Quarter                                          $ .060           $ .020
Third Quarter                                           $ .060           $ .020
Fourth Quarter                                          $ .060           $ .020
-----------------------

(1)      Over-the-counter prices do not reflect retail mark-ups, mark-downs, or
         commissions and may not necessarily represent actual transactions.
         Prices for fiscal years 1997 and 1998 were provided by National
         Quotation Bureau, Inc.
</TABLE>

         As of September 21, 1998, there were 490 holders of record of the
Company's common stock.

                                       -6-

<PAGE>


         The Company has not paid any cash dividends during the last three
fiscal years.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

RESULTS OF OPERATION

         For fiscal year 1998, the Company had rental income of $187,000,
compared with rental income of $180,000 in 1997. During 1997 and 1998, less than
half of the Company's warehouse was leased except for the last fiscal quarter of
1998. The Company needs to lease the balance of this space in order to achieve
positive cash flow from operations. Rental income was offset by rental expense
of $126,000 in 1998 compared to $125,000 in 1997.

         During 1998, the Company continued to operate a hardware sales
business, in which it sells replacement parts for the sliding glass door and
window products formerly manufactured by the Company. Net sales in 1998 were
$42,000 (with cost of goods sold of $16,000), compared to sales of $42,000 in
1997 (and cost of goods sold of $15,000).

         During 1997, the Company liquidated the remaining product lines for the
Company's former business. It also continues to sell equipment for which there
was no longer any use.

         The Company's administration expenses were $90,000 in 1998, compared to
$69,000 in 1997. The increase was due to building repairs and maintenance and
associated costs.

LIQUIDITY AND CAPITAL RESOURCES

         The Company's cash decreased by $46,700 during fiscal year 1998
compared with a decrease of approximately $49,000 during fiscal year 1997. The
decrease in 1998 in cash was primarily due to the loss from operations and
expenditures for completion of roofing replacement and building repairs on the
Company's warehouse. The decrease in cash was partially offset by $150,000 in
additional borrowing in 1998, consisting of a $100,000 increase in the Company's
mortgage loan and $50,000 received from the Company's principal shareholder. As
of April 30, 1998, the Company's cash position was approximately $34,000.

         The Company's working capital remains extremely limited. The Company
believes that its working capital needs over the next twelve months will consist
of funding operating losses, routine maintenance of its building, and
alterations to the interior of the building to accommodate new tenants. The
Company believes that its existing cash reserves, and funds available from third
parties, will allow the Company to continue operations at their current level
for at least 12 more months. However, the Company's long term prospects
ultimately depend on the Company's ability to lease the remainder of its
building at attractive rates.

                                       -7-


<PAGE>


CURRENT OPERATIONS

         The Company operates as a real estate investment and management
company. The Company currently has two tenants for its existing building and is
seeking to obtain additional commercial tenants.

         The Company's principal operating expenses consist of management and
professional fees associated with the administration of the Company, interest
expense on the Company's mortgage loan, real estate taxes and insurance. The
Company believes that it can generate positive cash flow from operations if it
is able to find additional tenants for the building. However, at the present
time, the Company does not receive enough in lease payments to cover its
expenses.

         The Company's business plan also contemplates the acquisition of
additional income-producing properties. The Company hopes to acquire such
properties through a combination of financing from third parties, seller
financing and issuance of the Company's equity securities.

         The Company's business plan is subject to considerable uncertainty.
There can be no assurance that the Company will be able to obtain a sufficient
number of additional tenants in order to fully lease its existing building and
to meet its debt service requirements and operating expenses. Furthermore, there
can be no assurance that the Company will be able to locate or acquire suitable
properties in order to expand its holdings of real property.

YEAR 2000 COMPLIANCE

         Many currently installed computer systems and software products are
coded to accept only two digit entries in the date code field. These date code
fields will need to accept four digit entries to distinguish 21st century dates
from 20th century dates. As a result, if not corrected, many computer
applications could fail or create erroneous results by or at the year 2000. The
Company relies on certain vendors to provide it with the requisite computer
support, and such vendors expect to resolve their Year 2000 issues before the
fourth quarter of 1999. Therefore, the financial impact to the Company to ensure
Year 2000 compliance has not been and is not anticipated to be material to the
Company.

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The Company's financial statements and supplementary financial
schedules are attached as an exhibit to this report. See Items 14(a) and 14(b).

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

         None.

                                       -8-


<PAGE>


                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

         The directors and executive officers of the Company are as follows:
<TABLE>
<CAPTION>

                                              OFFICER             DIRECTOR
NAME                  POSITION                SINCE               SINCE
----                  --------                -------             --------
<S>                   <C>                     <C>                 <C>

Angelo Napolitano     President, Chief         1992                1988
                      Executive Officer,
                      and Chairman of the
                      Board of Directors

</TABLE>

         Each director is elected for a period of one (1) year, or until his
successor is duly elected by the shareholders. Officers serve at the will of the
Board of Directors.

         ANGELO NAPOLITANO, age 62, has been President and Chief Executive
Officer of the Company since 1992. He has been a Director of the Company since
1988 and Chairman since July 1989. Mr. Napolitano is the Chairman and Chief
Executive Officer of Harnap Corp., a commercial real estate management company
which he founded in 1971. Since 1975, Mr. Napolitano has served as a director of
Sunshine State Industrial Park Authority, the property owners' association for
the industrial park in which the Company's building is located.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

         Based solely upon a review of Forms 3, 4 and 5 furnished to the
Company, all of the Company's directors have filed reports on a timely basis.

ITEM 10.  EXECUTIVE COMPENSATION

         The following table sets forth information regarding the compensation
paid by the Company to the Company's chief executive officer. None of the
Company's officers in 1998 received compensation in excess of $100,000.

                                       -9-


<PAGE>


                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

                                  FISCAL                               STOCK
NAME AND POSITION                 YEAR           SALARY(1)            OPTIONS
-----------------                 ------         ---------            --------
<S>                               <C>            <C>                  <C>

Angelo Napolitano,                1998           $ 36,000                 -
Chief Executive Officer           1997           $ 37,500                 -
                                  1996           $ 36,250                 -

----------
(1)   Includes management fees paid to Harnap Corp., a company controlled by Mr.
      Napolitano, and director fees paid to Mr. Napolitano.
</TABLE>

MANAGEMENT AGREEMENT

         In October 1992, the Company agreed to pay Harnap Corp. a monthly
management fee of $3,000. Harnap Corp. is owned and controlled by Angelo
Napolitano, the Company's Chief Executive Officer and Chairman of the Board. At
the close of the current fiscal year, accrued management fees totaled $101,000.
No fees have been paid since June 1995.

COMPENSATION OF DIRECTORS

         Each director receives a fee of $250 for attendance at each meeting of
the Board of Directors. Directors also receive $450 per day for any special
assignments which they undertake at the Board's request. Directors are also
reimbursed for out-of-pocket expenses which they incur while performing
activities on behalf of the Company.

         The total amount paid to directors during the 1998 fiscal year was $0.

                                      -10-

<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT

To the knowledge of management, as of August 1, 1998, the only person who
beneficially owned 5% or more of the common stock of the Company was as follows:


<TABLE>
<CAPTION>
                                                AMOUNT
NAME AND ADDRESS OF                       BENEFICIALLY OWNED         PERCENT OF
 BENEFICIAL OWNER                        AS OF AUGUST 1, 1998          CLASS
-------------------                      --------------------         ----------
<S>                                           <C>                       <C>
Angelo Napolitano                             1,131,256(1)              37.9%
1521 N.W. 165th Street
Miami, FL 33169


(1)   Mr. Napolitano has sole voting and investment power with respect to
      1,121,256 shares which he holds of record. Mr. Napolitano has shared
      voting and investment power with respect to 10,000 shares which he owns
      jointly with his wife, Mrs. Helen Napolitano.

</TABLE>

         The shares of common stock beneficially owned by each director and by
all the executive officers and directors of the Company as a group as of August
1, 1998 were as follows:

<TABLE>
<CAPTION>

     NAME OF                         AMOUNT BENEFICIALLY             PERCENT OF
  BENEFICIAL OWNER                          OWNED (1)                  CLASS
------------------                   -------------------             ----------
<S>                                        <C>                          <C>

Directors and Officers                     1,131,256                    38.8%
as a Group (consisting
of one person)

Angelo Napolitano                          1,131,256(2)                 37.9%(2)


(1)   Except as otherwise indicated, each person has sole voting and investment
      power as to the listed shares.

(2)   With respect to Mr. Napolitano's shares, see Note (1) to the preceding
      table.

</TABLE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The Company has entered into a brokerage agreement with Napolitano
Realty Corporation ("NRC") with respect to the lease of the Company's building.
The President of NRC is the son of Mr. Angelo Napolitano, the Company's
President and Chairman of the Board. The agreement provides for a 6% commission
to be paid to NRC on sales or lease proceeds received by the

                                      -11-

<PAGE>


Company. During fiscal 1998, commissions in the amount of $3,800 were paid to
NRC for rental income generated by the short term leases of portions of the
building. In addition, NRC will receive commissions of $18,000, payable at the
rate of $3,600 per year, for a 5-year lease which commenced in January 1995.
Payment of these commissions has been delayed by mutual agreement until the
Company's cash position improves. Accordingly, the Company's accrued expenses
include $14,400 representing the unpaid balance.

         In March 1998, Mr. Angelo Napolitano, the Company's President and
Chairman, loaned the Company $50,000, payable on demand. The note bears interest
at the rate of prime plus 1%, payable quarterly.

                                      -12-


<PAGE>


                                     PART IV

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
         FORM 10-KSB
                                                                       PAGE NO.
         (a) Financial Statements
             Report of Independent Certified Public

             Accountants.......................................................

             Balance Sheets As of April 30, 1998 and 1997......................

             Statements of Operations and (Deficit) for
             Years ended April 30, 1998 and 1997...............................

             Statements of Changes in Shareholders (Deficiency)
             for Years ended April 30, 1998 and 1997...........................

             Statements of Cash Flows for Years ended
             April 30, 1998 and 1997...........................................

             Notes to Financial Statements.....................................

         (b) Financial Statement Schedules 
             (Years ended April 30, 1998 and 1997)

             Schedule V. Property, Plant and Equipment.........................

             Schedule VI. Reserves for Depreciation of
             Property, Plant, and Equipment....................................

             Schedule VIII.  Valuation and Qualifying
             Accounts and Reserves.............................................

             Schedule X.  Supplementary Income

             Statement Information.............................................

             All other schedules have been omitted because they are
             inapplicable, not required or the information is included 
             elsewhere in the financial statements or notes thereto.

                                      -13-


<PAGE>

         (c)  Exhibits                                               SEQUENTIAL
                                                                    PAGE NUMBER
                                                                    ------------
              3. (A) Articles of Incorporation                         (Note 1)
                 (B) Articles of Amendment                             (Note 2)
                 (C) By-laws                                           (Note 1)
                 (D) Amendment to By-laws --
                     Indemnification                                   (Note 1)
                 (E) Amendment to By-laws --
                     Control Share Acquisitions                        (Note 5)

             10. Material Contracts

                (A)  Profit Sharing Plan                               (Note 3)
                (B)  Stock Option Plan                                 (Note 3)
                (C)  Incentive Bonus Plan                              (Note 3)
                (D)  Indemnification Agreement
                     with Directors                                    (Note 4)
                (E)  Option Agreement with
                     Angelo Napolitano                                 (Note 5)
                (F)  Settlement Agreement with
                     Granite                                           (Note 6)
                (G)  Promissory Note to
                     InterContinental Bank                             (Note 6)
                (H)  Amended and Restated Promissory
                     Note to NationsBank, N.A. (South)                 (Note 7)

                (I)  Promissory Note to Angelo Napolitano                 30

             27. Financial Data Schedule                                  33

         Note   1. Incorporated by reference from the Form 10-K filed with the
                   Commission for the year ended April 30, 1981.

         Note   2. Incorporated by reference from Form 10-K filed with the
                   Commission for the year ended April 30, 1985.

         Note   3. Incorporated by reference from Form 10-K filed with the
                   Commission for the year ended April 30, 1988.

         Note   4. Incorporated by reference from the Form 10-K filed with the
                   Commission for the year ended April 30, 1990.

         Note   5. Incorporated by reference from the Form 10-K filed with the
                   Commission for the year ended April 30, 1993.

         Note   6. Incorporated by reference from the Form 10-K with the
                   Commission for the fiscal year ended April 30, 1994.

         Note   7. Incorporated by reference from the Form 10-K with the
                   Commission for the fiscal year ended April 30, 1997.

               (d) Reports on Form 8-K

         There were no reports on Form 8-K for the three months ended April 30,
         1998.

                                      -14-


<PAGE>

                             MILLER INDUSTRIES, INC.

                              FINANCIAL STATEMENTS

                             APRIL 30, 1998 AND 1997

                                      -15-


<PAGE>



                          INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Miller Industries, Inc.
Miami, Florida

We have audited the accompanying balance sheets of Miller Industries, Inc. as of
April 30, 1998 and 1997, and the related statements of operations, shareholders'
deficiency, and cash flows for the years then ended. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Miller Industries, Inc. as of
April 30, 1998 and 1997, and the results of its operations and its cash flows
for the years then ended, in conformity with generally accepted accounting
principles.




Miami, Florida
June 23, 1998

                                      -16-


<PAGE>
<TABLE>
<CAPTION>


                             MILLER INDUSTRIES, INC.

                                 Balance Sheets

                             April 30, 1998 and 1997

                                   A S S E T S

                                                  1998                  1997
                                              ---------              --------
<S>                                            <C>                    <C>
Investment Property:
   Land                                      $   161,443            $  161,443
   Building and improvements                     894,501               749,118
   Machinery and equipment                        11,106                22,211
   Furniture and fixtures                         10,251                10,451
                                             -----------            ----------
                                               1,077,301               943,223
   Less:  Accumulated depreciation              (716,965)             (710,471)
                                             -----------            ----------
                                                 360,336               232,752

Other Assets:
   Cash                                           33,634                80,334
   Inventories                                    16,000                27,000
   Prepaid expenses and other ass                  9,956                11,000
   Deferred lease incentive                       24,854                39,475
   Loan costs, less accumulated 
   amortization of $22,245 and $16,178
   in 1998 and 1997, respectively                  9,226                14,155
                                             -----------            ----------
                                                  93,670                71,964
                                             -----------            ----------
                                             $   454,006            $  404,716
                                             -----------            ----------



                    LIABILITIES AND SHAREHOLDERS' DEFICIENCY

Liabilities:
   Mortgage note payable                       $1,429,475          $ 1,348,851
   Shareholder loan payable                        50,000                    -
   Accounts payable and accrued expenses          208,578              177,726
   Tenant security deposits                        48,951               33,247
                                               ----------          -----------
     Total Liabilities                          1,737,004            1,559,824
                                               ----------          -----------
Shareholders' Deficiency:
   Common stock - $.05 par, 5,000,000 shares
   authorized; 2,982,662 shares issued 
   and outstanding                                149,133              149,133
   Paid-in capital                              1,126,507            1,126,507
   Deficit                                     (2,558,638)          (2,430,748)
                                               ----------           ----------

      Total Shareholders' Deficiency           (1,282,998)          (1,155,108)
                                               ----------          -----------

                                               $  454,006          $   404,716
                                               ==========          ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                      -17-


<PAGE>
<TABLE>
<CAPTION>


                             MILLER INDUSTRIES, INC.

                            Statements of Operations

                       Years Ended April 30, 1998 and 1997

                                                   1998                  1997
                                                ----------            ----------
Revenues:
<S>                                              <C>                  <C>      
   Rental                                        $ 186,998            $ 179,653
   Net hardware sales                               41,826               42,341
   Sale of product lines                                 -               20,000
   Gain on sale of equipment and other income        4,226               13,496
   Settlement of environmental clean-up
   contingent liability                                                  38,010
                                                 ---------            ---------

      Total Revenues                               233,050              293,500
                                                 ---------            ---------

Expenses:
   Rental                                          126,229              125,014
   Cost of hardware sales                           16,133               14,598
   Administrative                                   90,334               69,095
   Interest                                        128,244              130,833
                                                 ---------            ---------

      Total Expenses                               360,940              339,540
                                                 ---------            ---------

Net Loss                                         $(127,890)           $ (46,040)
                                                 =========            =========
Net Loss per Share                               $    (.04)           $    (.02)
                                                 =========            =========
</TABLE>


The accompanying notes are an integral part of these financial statements.

                                      -18-


<PAGE>
<TABLE>
<CAPTION>

                             MILLER INDUSTRIES, INC.

                     Statements of Shareholders' Deficiency

                       Years Ended April 30, 1998 and 1997


                                  COMMON STOCK
                                  -------------
                                                        Additional
                                   SHARES                PAID-IN
                                   ISSUED     AMOUNT     CAPITAL     (DEFICIT)
                                 --------    -------    ----------    ---------


<S>                             <C>          <C>       <C>          <C>         
Balance at April 30, 1996       2,982,662    $149,133  $1,126,507   $(2,384,708)

Net Loss - 1977                         -          -            -       (46,040)
                                ---------    --------  ----------   ----------- 

Balance at April 30, 1997       2,982,662    $149,133   1,126,507    (2,430,748)

Net Loss - 1998                         _          _            -      (127,890)
                                ---------    --------  ----------   ----------- 
                            
Balance at April 30, 1998       2,982,662    $149,133  $1,126,507   $(2,558,638)
                                =========    ========  ==========   ===========

</TABLE>

The accompanying notes are an integral part of these financial statements.

                                      -19-


<PAGE>

<TABLE>
<CAPTION>
                             MILLER INDUSTRIES, INC.

                            Statements of Cash Flows

                       Years Ended April 30, 1998 and 1997

                                                         1998            1997
                                                       ---------       ---------

<S>                                                   <C>              <C>
Cash Flows from Operating Activities:
   Net loss                                            $(127,890)      $(46,040)
   Adjustments to reconcile net loss to net cash
   used by operating activities -
     Gain on sale of product lines                             -        (20,000)
     Gain on sale of equipment                            (2,400)        (7,500)
   Depreciation                                           17,800         14,112
   Amortization                                           20,687         20,687
   Changes in operating assets and liabilities -
    Decrease (increase) in:
      Inventories                                         11,000         11,224
      Prepaid expenses                                     1,044         (1,714)
   Increase (decrease) in:
      Accounts payable and accrued                        30,852         10,229
      Tenant security deposits                            15,704            155
                                                       ---------       -------- 
Net Cash Used by Operating Activities                    (33,203)       (18,847)
                                                       ---------       -------- 
Cash Flows from Investing Activities:
   Acquisition of property and equipment                (145,383)       (40,631)
   Proceeds on sale of product lines                           -         20,000
   Proceeds on sale of equipment                           2,400          7,500
                                                       ---------       -------- 
Net Cash Used by Investing Activities                   (142,983)       (13,131)
                                                       ---------       -------- 
Cash Flows from Financing Activities:
   Payments on mortgage note payable                     (19,376)       (17,236)
   Proceeds from additional mortgage                     100,000              -
   Proceeds from shareholder loan                         50,000              -
   Closing costs                                          (1,138)             -
                                                       ---------       -------- 
Net Cash Provided (Used) by Financing Activities         129,486        (17,236)
                                                       ---------       -------- 
Decrease in Cash                                         (46,700)       (49,214)

Cash at Beginning of Year                                 80,334        129,548
                                                       ---------       -------- 
Cash at End of Year                                    $  33,634       $ 80,334
                                                       =========       ========
Supplemental Disclosure of Cash Flow Information:
     Cash paid during the year for interest            $ 127,944       $130,833

</TABLE>

The accompanying notes are an integral part of these financial statements.


                                      -20-


<PAGE>


                             MILLER INDUSTRIES, INC.

                          Notes to Financial Statements

                       Years Ended April 30, 1998 and 1997

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         ORGANIZATION - In August of 1991, Miller Industries, Inc. (the
         "Company") discontinued its primary operations, manufacturing of
         aluminum windows and doors. Pursuant to a plan of reorganization, the
         Company currently operates as a rental real estate company.
         (See Note 2)

         CREDIT RISK - Financial instruments, which potentially subject the
         Company to concentrations of credit risk, consist principally of cash.
         The Company places its cash with high credit quality financial
         institutions. At certain times during the year the Company had amounts
         on deposit with financial institutions in excess of the F.D.I.C.
         insured limits.

         INVESTMENT PROPERTY - Investment property is recorded at cost.
         Depreciation is computed using the straight-line method over the
         estimated useful lives of the assets ranging from 5 to 30 years.

         INVENTORIES - Inventories consist primarily of miscellaneous hardware
         items and are stated at the lower of cost (first-in, first-out) or
         market.

         DEFERRED LEASE INCENTIVE - The deferred lease incentive is amortized on
         a straight-line basis over the term of the lease which is five years.

         LOAN COSTS - Loan costs are amortized on a straight-line basis over the
         term of the loan which is five years.

         INCOME TAXES - Deferred tax liabilities and assets are determined based
         on the difference between the financial statement carrying amounts and
         tax bases of assets and liabilities, primarily depreciation, using
         enacted tax rates in effect. Deferred tax assets are reduced by a
         valuation allowance if, based on the weight of available evidence, it
         is more likely than not that some portion or all of the deferred tax
         assets will not be realized.

         ESTIMATES - The preparation of financial statements in conformity with
         generally accepted accounting principles requires management to make
         estimates and assumptions that affect the reported amounts of assets
         and liabilities and disclosure of contingent assets and liabilities at
         the date of the financial statements and the reported amounts of
         revenues

                                      -21-


<PAGE>


         and expenses during the reporting period. Actual results could differ
         from those estimates.

         NET LOSS PER SHARE - The net loss per share is calculated using the
         weighted average number of common shares and dilutive potential common
         stock outstanding during the year. The number of shares used in the per
         share computations were 2,982,662 at April 30, 1998 and 1997. The
         Company did not have any potential common stock at April 30, 1998 and
         1997.

         RECENT PRONOUNCEMENTS IN ACCOUNTING STANDARDS - In February 1997, the
         Financial Accounting Standards Board issued Statement of Financial
         Accounting Standards No. 128 "Earnings Per Share" and Statement of
         Financial Accounting Standards No. 129 "Disclosure of Information About
         Capital Structure" which are both effective for fiscal years beginning
         after December 15, 1997. SFAS No. 128 simplifies the current required
         calculation of earnings per share ("EPS") under APB No. 15, "Earnings
         per Share", by replacing the existing calculation of primary EPS with a
         basic EPS calculation. It requires a dual presentation for complex
         capital structures of basic and diluted EPS on the face of the income
         statement and requires a reconciliation of basic EPS factors to diluted
         EPS factors. SFAS No. 129 requires disclosure of the Company's capital
         structure.

         In June 1997, the Financial Accounting Standards Board issued Statement
         of Financial Accounting Standards No. 130 "Reporting Comprehensive
         Income," which is effective for fiscal years beginning after December
         15, 1997. SFAS No. 130 establishes standards for the reporting and
         display of comprehensive income and its components in a full set of
         general purpose financial statements which requires the Company to (i)
         classify items of other comprehensive income by their nature in a
         financial statement and (ii) display the accumulated balance of other
         comprehensive income separately from retained earnings and additional
         paid-in-capital in the equity section of the balance sheet.

         Also in June 1997, the Financial Accounting Standards Board issued
         Statement of Financial Accounting Standards No. 131 "Disclosures About
         Segments of an Enterprise and Related Information," which is effective
         for fiscal years beginning after December 15, 1997. SFAS No. 131
         supersedes SFAS No. 14, "Financial Reporting for Segments of a Business
         Enterprise", and amends SFAS No. 94, "Consolidation of All
         Majority-Owned Subsidiaries". SFAS No. 131 requires annual financial
         statements to disclose information about products and services,
         geographic areas, and major customers based on a management approach,
         along with interim reports. The management approach requires disclosing
         financial and descriptive information about an enterprise's reportable
         operating segments based on reporting information the way management
         organizes the segments for making business decisions and assessing
         performance. It also eliminates the requirement to disclose additional
         information about subsidiaries that were not consolidated. This new
         management approach may result in more information being disclosed than
         presently practiced and require new interim information not previously
         presented.

                                      -22-


<PAGE>


         To the extent practicable the Company plans to adopt the above SFAS's
         and expects no material impact to the Company's financial reporting or
         presentation.

         YEAR 2000 - As of April 30, 1998, the management of the Company
         believes their system to be year 2000 compliant.

NOTE 2 - OPERATIONS

         The Company's principal asset is a building and the related real
         property. The Company's current business plan is to lease its building
         to one or more parties and use the cash flows generated to purchase
         additional investment real estate as selected by the Company's Board of
         Directors.

         During June 1996, the Company sold its Executive and Patrician single
         hung window lines, including trade names, trademark registration and
         rights, for $20,000.

NOTE 3 - INCOME TAXES

         The Company has net operating loss carryforwards of approximately
         $2,559,000 which may provide future income tax benefits that expire
         through 2012.

         The deferred tax asset at April 30, 1998, consists of the following:

         Net operating loss carryforwards                               870,000
         Valuation allowance                                           (870,000)
                                                                      ---------
                                                                      $       -
                                                                      =========

         Since any tax benefit is dependent on future taxable earnings, the
         Company has not recognized such benefits for financial reporting
         purposes.

         A reconciliation of income tax at the statutory rate to the Company's
         effective rate for the year ended April 30, 1998, is as follows:

         Federal income tax at statutory rate                              34.0%
         State income tax, net of Federal tax benefit                       3.6
         Benefit of net operating loss carryforward                       (37.6)
                                                                      ---------
         Income tax expense                                                  - %
                                                                      =========
                                      -23-

<PAGE>


NOTE 4 - MORTGAGE NOTE PAYABLE

         The Company has a $1,400,000 loan from a bank which bears interest at
         the Citibank prime rate plus 1/2% (9.00% at April 30, 1998) and may be
         adjusted annually. During fiscal year 1998, the Company borrowed an
         additional $100,000. Principal and interest are payable monthly based
         on a nineteen year amortization schedule. The remaining outstanding
         balance is payable in full in September 1999. The loan is secured by a
         first lien on the Company's building. At April 30, 1998, $1,429,425 was
         outstanding under this loan agreement.

         The Company's Chairman of the Board, Angelo Napolitano, guaranteed
         $800,000 of the loan. The guaranty will be reduced to $400,000 once the
         Company stabilizes its tenant occupancy for ninety consecutive days.
         This stabilization has not yet been achieved.

         Future maturities of the mortgage note payable are as follows:

              YEAR ENDING
              APRIL 30,
              ---------
              1999                                        $    35,768
              Thereafter                                    1,393,707
                                                          -----------
                                                          $ 1,429,475
                                                          -----------


NOTE 5 - NOTE PAYABLE - CHAIRMAN OF THE BOARD

         During March 1998, the Company executed a $50,000 demand promissory
         note with the Company's Chairman of the Board. Interest on the unpaid
         principal balance is payable quarterly at prime plus 1% (9 1/2% at
         April 30, 1998).

NOTE 6 - RENTAL INCOME

         The Company leases portions of its warehouse space to unrelated third
         parties for various short-term lease periods. Total rental income under
         these leases for fiscal 1998 and 1997 was approximately $187,000 and
         $180,000, respectively. Two of the Company's tenants accounted for
         approximately 94% and 97% of total rental income in 1998 and 1997,
         respectively.

                                      -24-


<PAGE>



         Future minimum rental income under these non-cancelable leases,
         excluding cost of living adjustments, is summarized as follows:

              YEAR ENDING
              APRIL 30,
              -----------
              1999                                          $ 207,000
              2000                                            109,000
              2001                                             65,000
                                                            ---------
                                                            $ 381,000

NOTE 7 - RELATED PARTY TRANSACTIONS

         MANAGEMENT FEES - The Company pays a monthly management fee of $3,000
         to Harnap Corp., a corporation related to the Company's Chairman of the
         Board. Total management fees under this agreement were $33,500 and
         $37,500 for 1998 and 1997, respectively of which approximately $101,000
         and $65,000 is included in accounts payable in the accompanying balance
         sheet in 1998 and 1997, respectively.

         COMMISSION CONTRACT - On November 1, 1990, the Company entered into a
         real estate listing agreement with Napolitano Realty Corporation
         ("NRC") for the purpose of marketing the Company's former manufacturing
         facility for lease or sale. The President of NRC is the son of the
         Company's Chairman of the Board. The agreement provides for the payment
         of a commission to NRC in the event that the building is leased or sold
         as the result of services rendered by NRC. During fiscal years 1998 and
         1997, $9,000 and $5,800, respectively, of fees were paid under this
         agreement. In January 1995, NRC executed a five year lease on a portion
         of the building and became entitled to commissions of $3,600 per year
         for a period of five years. Commissions in the amount of $14,400 have
         not been paid as of April 30, 1998. Consequently, this amount is
         included in accrued expenses on the 1998 balance sheet. The contract is
         on-going on a month-to-month basis.

NOTE 8 - CONTINGENCIES

         ENVIRONMENTAL MATTERS

         Since fiscal 1990, the Company has conducted various environmental
         evaluations of its land and building. In February 1993, the Company
         entered into a consent order with the State of Florida Department of
         Environmental Regulation (the "Department") agreeing to perform various
         tests to determine the extent, if any, of soil and ground water
         contamination. In prior years, based on the results of these tests, the
         Company accrued

                                      -25-

<PAGE>

         $48,620 for the estimated additional costs to complete the clean-up
         which was included in accrued expenses.

         During March 1997, the Department determined that the Company
         satisfactorily completed the tasks and objectives pursuant to the
         contamination assessment report and that no further action by the
         Company was required. Consequently, the Company reversed approximately
         $38,000, of the balance previously accrued, which is included in the
         accompanying statements of operations.

         During 1991, the Company was named by the North Carolina Department of
         Environmental, Health and Natural Resources as one of many Potentially
         Responsible Parties ("PRPs") for the closure and clean-up of a bankrupt
         Environmental Protection Agency ("EPA") approved hazardous waste
         processing facility in Jamestown, North Carolina. Over 1,000 of the
         PRPs, including the Company, have formed the Seaboard Group II for the
         purpose of limiting their exposure with respect to the site. To date,
         the Company has incurred approximately $200 in costs with respect to
         this site. However, the Company is unable to determine what its total
         costs might be, and no accruals have been made for future clean-up
         liability at this site.

         In 1981, the Company was named by the EPA as one of many PRPs with
         respect to chemical pollution discovered at a site known as "Gold Coast
         Oil". In 1988, a settlement was negotiated between the EPA and certain
         PRPs including the Company which resulted in a consent order in
         settlement of the EPA claim. The PRPs subsequently negotiated a
         settlement among themselves to raise the funds necessary to perform
         specified cleanup activities. To date, all but $15,000 of the Company's
         commitment has been covered by its insurance carrier, and clean-up
         operations are progressing at the site. The Company has accrued $10,000
         for the estimated additional costs to complete the clean-up which is
         included in accrued expenses in the accompanying balance sheets.

         TENANT MATTER

         In June 1996, the principal tenant of the Company's building indicated
         that it would seek to recover an unspecified amount of damages to its
         inventory and other property caused by roof leaks and the work
         performed by a contractor to repair those leaks. During fiscal year
         1997, the matter was settled, without the Company's involvement,
         between the roofer's insurance company and the tenant.

                                      -26-

<PAGE>

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereto duly authorized on the 28 day of October, 1998.

                                            MILLER INDUSTRIES, INC.

                                            /s/ ANGELO  NAPOLITANO
                                                ---------------------
                                            By: Angelo Napolitano, President
                                                and Chief Executive Officer

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities
indicated on the 28 day of October, 1998.

SIGNATURE                                   TITLE

/s/ ANGELO NAPOLITANO                      President, Chief Executive
----------------------                     Officer, and Director
Angelo Napolitano                          (Principal Executive Officer)
                                           (Principal Financial Officer)
                                           (Principal Accounting Officer)

                                      -27-
<PAGE>

                                 EXHIBIT INDEX


EXHIBIT                                                             DESCRIPTION
-------                                                             -----------


10.I - Promissory Note to Angelo Napolitano

27  -  Financial Data Schedule