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                       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, 2002

         [ ]   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. :

       State issuer's revenues for its most recent fiscal year: $454,000.

As of December 31, 2002, 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
January 3, 2003) was approximately $166,626.

                                       1
**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. 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 2001 and 2000 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, 2001, the building was subject to an outstanding first mortgage in
favor of a commercial bank with a principal balance of approximately $1,733,000.
The loan accrues interest at prime less1/2% and is payable in 120 monthly
installments of $10,704, with a balloon payment of $1,354,000 due October 2009.
The loan is secured by the Company's land and building and a partial guarantee
of the Company's chairman.

**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 $5.50 per square foot and the occupancy rate in the
area is approximately 75%.

During the fiscal year ended April 30, 2002, approximately 80% of the Company's
building was leased, as follows:

        o   24,000 square feet of the building were leased under a three year
            lease. This lease expired in January 2003 and was not renewed. This
            lease provided for rent of $11,700 per month, plus increases based
            on changes in the consumer price index.

        o   38,500 square feet were leased under a three year lease expiring in
            March 2004. This lease provided for rent of $15,010 per month.

        o   16,000 square feet were leased under a five year lease which was
            scheduled to expire in September 2004. The tenant ceased operations
            in the summer of 2002 and vacated the premises in October 2002. The
            lease provided for an initial rent of $6,800 per month, with annual
            increases based on a schedule set forth in the lease.

The Company is currently seeking new tenants for its unoccupied space.

                                       2
**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 2001 were approximately $28,000.

**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.

**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 $1,200 on
this matter. 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.

**ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS**

None.

                                       3
**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:

           **FYE                 CLOSING BID                 CLOSING ASK

           2001           HIGH           LOW           HIGH          LOW
           ----           ----           ---           ----          ---**

MAY 3 TO JULY 30          $.06          $.04           $.08          $.05

AUG. 2 TO OCT. 29         $.06          $.06           $.08          $.07

NOV. 1 TO JAN 31, 2002    $.06          $.05           $.08          $.07

FEB 1, 2002 TO
APR. 30, 2002             $.05          $.05           $.08          $.08

           **FYE                 CLOSING BID                 CLOSING ASK

           2000           HIGH           LOW           HIGH          LOW
           ----           ----           ---           ----          ---**

FEB. 1 TO APR. 28         $.02           .02           .07           .05

MAY 1 TO JULY 31           .03           .02           .03           .07

AUG. 1 TO OCT. 31          .05           .02           .126          .025

NOV. 3 TO JAN 30, 2000     .05          .045           .07           .06

As of September 16, 2002, there were 477 holders of record of the Company's
common stock.

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 2002, the Company had rental income of $417,000, compared with
rental income of $381,000 in 2001. During 2002, approximately 80% of the
Company's warehouse was leased. Rental income was offset by rental expense of
$114,000 in 2002 compared to $112,000 in 2001.

During 2002, 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 2002 were $16,000 (with cost
of goods sold of $7,000).

The Company's administration expenses were $32,000 in 2002, compared to $37,000
in 2001.

As a result of the foregoing factors, the Company had net income, before
extraordinary items, of $118,000 in 2002 compared with net income of $84,000 in
2001. The improvement in net income reflects the Company's success in leasing a
substantial portion of its building at relatively profitable rental rates. The
Company's net income for 2002 was further increased by $57,000 in extraordinary
income arising from the realization of prior years tax benefits.

**Liquidity and Capital Resources**

The Company's cash increased by $145,000 during fiscal year 2002 compared with
an increase of approximately $76,000 during fiscal year 2001. The increase in
2002 in cash was primarily due to positive cash flow from operations. The
Company expended approximately $3,500 for improvements to its building,
including partial roof replacement and interior improvements to accommodate
tenants. As of April 30, 2002, the Company's cash position was approximately
$709,000.

At April 30, 2002, the Company's principal financing consisted of a loan with a
principal balance of $1,733,000 from a third party lender, secured by a lien on
the Company's building. The loan bears interest at 5%. It is payable $11,000 per
month for 120 months, with a balloon payment October 2009 in the approximate
amount of $1,354,000. The note is collateralized by the Company's land and
building, along with the personal guaranty of the Company's Chairman of the
Board in the amount of 50% of the mortgage balance.

The Company's working capital is limited. The Company believes that its working
capital needs over the next twelve months will principally consist of funding
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
continue to lease the space in its building at attractive rates.

**Current Leasing Activities**

As discussed in Item 1 above, two of the Company's prior tenants have vacated
their premises as of January 10, 2003. As a result, only 39% of the Company's
building is currently occupied. The Company is actively seeking new tenants for
the building.

As a result of the loss of these tenants, the Company will not be able to
generate positive cash flow from operations until it leases additional space in
its building.

                                       4
**Current Plans**

The Company operates as a real estate investment and management company. The
Company currently has three 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 continue to generate positive cash flow from
operations if it is able to maintain the current level of occupancy in the
building.

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 uncertainty. There can be no assurance
that the Company will be able to maintain a sufficient number of tenants to meet
its debt service requirements and operating expenses on an ongoing basis.
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.

**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.

                                       5

                                    PART III

**ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The directors and executive officers of the Company are as follows:

                                                                 Officer    Director
    Name                   Position                               Since      Since

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

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 66, 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 and
President 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 fiscal 2002 received compensation in excess of $100,000.

                           SUMMARY COMPENSATION TABLE

                  Name and Position                  Fiscal Year       Salary (1)     Stock Options
      ------------------------------------------ ------------------ -------------- ------------------

                                                        2002            $36,000                -
      ------------------------------------------ ------------------ -------------- ------------------
                                                        2001           $ 36,000                -
      ------------------------------------------ ------------------ -------------- ------------------
      Angelo Napolitano, Chief Executive Officer        2000           $ 36,000                -
      ------------------------------------------ ------------------ -------------- ------------------

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

**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. As of April 30,
2002, accrued management fees totaled $245,000. No fees have been paid since
March 2000.

                                       6
**Compensation of Directors**

No amounts were paid to directors during the 2002 fiscal year for services as
directors.

**ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**

To the knowledge of management, as of November 30, 2002, the following persons
beneficially owned 5% or more of the common stock of the Company:

        ----------------------------------- ---------------------- -------------
                 Name and Address of               Amount             Percent
                  Beneficial Owner            Beneficially Owned     of Class
        ----------------------------------- ---------------------- -------------
        Angelo Napolitano                        1,131,256(1)           37.9%
        1521 N.W. 165th Street
        Miami, FL 33169
        ----------------------------------- ---------------------- -------------
        Elizabeth Schuldiner Revocable
        Trust u/a 3/20/90 (2)
        80 West 12th Street
        New York, NY 10011                         182,967               6.1%
        ----------------------------------- ---------------------- -------------
        Walter P. Carucci (3)
        Carucci Family Partners (3)
        Carr Securities Corp. (3)
        One Penn Plaza
        New York, NY  10119                        236,417               7.9%
        ----------------------------------- ---------------------- -------------

(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.

(2) Based on information disclosed, as of September 8, 2000, in a Schedule 13G
    filed with the Securities and Exchange Commission ("SEC").  Elizabeth
    Schuldiner Revocable Trust u/a 3/20/90 has sole voting and investment power
    with respect to the shares.

(3) Based on information disclosed, as of August 31, 2000, in a Schedule 13G
    filed with the SEC.  Walter P. Carucci, Carucci Family Partners and Carr
    Securities Corp. have identified themselves as a "group" as that term is
    used in the Securities Exchange Act of 1934, as amended.  Walter P. Carucci
    has sole voting and investment power with respect to 76,000 shares. Carucci
    Family Partners has sole and investment power with respect to 147,450
    shares.  Carr Securities Corp. has sole and investment power with respect to
    12,967 shares.  There is no shared voting and investment power among Walter
    P. Carucci, Carucci Family Partners and Carr Securities Corp. with respect
    to the shares.

The shares of common stock beneficially owned by the Company's sole director and
executive officer as of November 30, 2002 were as follows:

        ----------------------------------- ---------------------- -------------
              Name and Address of             Amount Beneficially     Percent
                 Beneficial Owner                  Owned (1)          of Class
        ----------------------------------- ---------------------- -------------
        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.

                                       7
**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 Company. During fiscal 2000,
commissions in the amount of $1,572 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. After the end of the 2002 fiscal
year, the Company paid NRC $15,000 in full satisfaction of the amount due.

                                     **PART IV

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 10-KSB**

(a) Financial Statements

        Report of Independent Certified Public Accountants

        Balance Sheets As of April 30, 2002 and 2001

        Statements of Operations and (Deficit) for Years ended April 30, 2002
        and 2001

        Statements of Changes in Shareholders (Deficiency) for Years ended April
        30, 2002 and 2001

        Statements of Cash Flows for Years ended April 30, 2002 and 2001

        Notes to Financial Statements

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

(c) Exhibits

        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) Settlement Agreement with Granite (Note 6)
           (F) Amended, Restated and Consolidated Promissory Note dated October
               13, 1999 made by Miller Industries, Inc. in favor of City
               National Bank of Florida (Note 7)

        27.1 Financial Data Schedule (Filed Herewith)

        99.1 Certification under Sarbanes Oxley Act

         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 filed with the
                 Commission for the fiscal year ended April 30, 1994.
         Note 7. Incorporated by reference from the Form 10-K filed with the
                 Commission for the fiscal year ended April 30, 1999.

        (d) Reports on Form 8-K

There were no reports on Form 8-K for the three months ended April 30, 2002.

                                       8

                                   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 10th day of January, 2003.

                                               MILLER INDUSTRIES, INC.

                                               By: /s/ Angelo Napolitano
                                               ------------------------------------
                                                       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 10th day of January, 2003.

Signature                                                Title
---------                                                -----

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

                                       9

                                  CERTIFICATION
                                  -------------

I, Angelo Napolitano, certify, that:

1. I have reviewed this annual report on Form 10-KSB of Miller Industries, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
   statement of a material fact or omit to state a material  fact  necessary to
   make the statements made, in light of the circumstances under which such
   statements were made, not misleading with respect to the period covered by
   this annual report;

3. Based on my knowledge, the financial statements, and other financial
   information included in this annual report, fairly present in all material
   respects the financial condition, results of operations and cash flows of
   the registrant as of, and for, the periods presented in this annual report;

4. I am responsible for establishing and maintaining disclosure controls and
   procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
   registrant and I have:

        (a) designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this annual
            report is being prepared;

        (b) evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this annual report (the "Evaluation Date"); and

        (c) presented in this annual report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5. I have disclosed, based on my most recent evaluation, to the registrant's
   auditors and the audit committee of registrant's board of directors:

        (a) all significant deficiencies in the design or operation of the
            internal controls which could adversely affect the registrant's
            ability to record, process,  summarize and report financial data and
            have identified for the registrant's auditors any material
            weaknesses in internal controls; and

        (b) any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

6. I have indicated in this annual report whether or not there were significant
   changes in internal controls or in other factors that could significantly
   affect the internal controls subsequent to the date of our most recent
   evaluation, including any corrective actions with regard to significant
   deficiencies and material weaknesses.

        Date: January 10, 2003               By: /s/  Angelo Napolitano
             ---------------------            -----------------------------
                                                      Angelo Napolitano, President
                                                      and Chief Financial Officer
                                                      (Principal Executive Officer)

                                       10

                          INDEPENDENT AUDITOR'S REPORT

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

     I have audited the accompanying balance sheet of Miller Industries, Inc. as
of April 30, 2002 and 2001, and the related statements of operations,
shareholders' deficiency, and cash flows for each of the two years in the period
ended April 30, 2002. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.

     I conducted my audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that I 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. I believe that my audit provides a reasonable
basis for my opinion.

     In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Miller Industries, Inc. as
of April 30, 2002 and 2001 and the results of its operations and its cash flows
for each of the two years in the period ended April 30, 2002, in conformity with
accounting principles generally accepted in the United States of America.

                                                 /s/ Larry Wolfe
                                                 ----------------------------
                                                     LARRY WOLFE
                                                     Certified Public Accountant
Miami, Florida
June 19, 2002

                                      F-1

**MILLER INDUSTRIES, INC.
                                  BALANCE SHEET
                             APRIL 30, 2002 AND 2001
                             -----------------------**ASSETSInvestment Property:                              2002                    2001
    Land                                          $161,443              $161,443
    Building and Improvements                    1,022,462             1,018,936
    Machinery and Equipment                         11,106                11,106
    Furniture and Fixtures                         $10,251               $10,251
          Total Cost                             1,205,262             1,201,736
    Less: Accumulated Depreciation                 762,392               750,653
          Net Book Value                          $442,870              $451,083

 Other Assets:
    Cash                                          $708,531              $563,727
    Inventories                                         -                  2,627
    Prepaid Expenses and Other Assets               12,780                12,422
    Deferred Lease Incentive (Net of
    Accumulated Amortization of $13,696
    in 2002 and $8,218 in 2001)                     13,696                19,174
    Loan Costs, Less Accumulated Amortization
    of $6,587 and $3,952 in 2002 and 2001,
    respectively                                    19,761                22,396
    Deferred Tax Assets                                 -                     -
    Total Other Assets                            $754,768              $620,346
    TOTAL ASSETS                                $1,197,638            $1,071,429

                    LIABILITIES AND SHAREHOLDERS' DEFICIENCYLiabilities:
    Mortgages and Notes Payable                 $1,742,756            $1,773,284
    Accounts Payable and Accrued Expenses          321,497               342,310
    Tenant Security Deposits and Other              77,642                75,692
            Total Liabilities                   $2,141,895            $2,191,286

 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                                     (2,219,897)           (2,395,497)
            Total Shareholders' Deficiency       $(944,257)          $(1,119,857)
            Total Liabilities and Shareholders'
            Deficiency                          $1,197,638            $1,071,429

                 See accompanying notes to Financial Statements.

                                      F-2

**MILLER INDUSTRIES, INC.
                             STATEMENT OF OPERATIONS
                       YEARS ENDED APRIL 30, 2002 AND 2001
                       -----------------------------------**

                                                 Years Ended
                                                   April 30,
                                            2002               2001
    Revenues:
       Rental Income                       $417,209             $381,205
       Hardware Sales (Net)                  16,007               16,053
       Other Income                          20,563               28,510
                                           ---------            ---------

            Total Revenue                  $453,779             $425,768
                                                                                                                                                       ---------          ---------
    Expenses:
       Rental Expense (Except Interest)    $113,579             $112,297
       Cost of Hardware Sales                 7,383                7,298
       Administrative                        37,011               38,766
       Interest                             120,206              150,335
                                           ---------            ---------
            Total Expenses                 $278,179             $308,696
                                           ---------            ---------
            Income Before Tax Provision    $175,600             $117,072
                                                                                                                                                       ---------          ---------

     Provision for Income Tax:
        Federal Income Tax                  $48,075             $26,504
         State Income Tax                     9,383               6,164
                                           ---------            ---------
            Total Provision for Income Tax  $57,458             $32,668
                                           ---------            ---------
            Profit (Loss) Before
            Extraordinary Income           $118,142             $84,404

     Extraordinary Income:
        Realization of Prior Years Tax
        Benefits                             57,458              32,668
                                           ---------            ---------

            Net Income (Loss)              $157,600            $117,072
                                           =========            =========                                                                                                =========          =========

       Income per Common Share Before
       Extraordinary Income                    $.04                $.03
       Extraordinary Income                     .02                 .01
                                           ---------            ---------

            Net Income                         $.06                $.04
                                           =========            =========

       Average Shares of Common Stock
       Outstanding                        2,982,662           2,982,662
                                           =========            =========

                 See Accompanying Notes to Financial Statements.

                                      F-3

**MILLER INDUSTRIES, INC.
                             STATEMENT OF CASH FLOWS
                       YEARS ENDED APRIL 30, 2002 AND 2001
                       -----------------------------------**

                                                             Years Ended
                                                             April 31,
                                                      2002               2001
                                                   -------------------------------
     Cash Flows From Operating Activities:
            Profit Before Extraordinary Income     $ 118,142           $ 84,404
            Extraordinary Income                      57,458             32,668
                                                   ----------         ----------
                 Net Profit                        $ 175,600           $117,072
            Adjustments to Reconcile Net Income
            to Net Cash
               Provided by (used for) Operating
               Activities:
               Depreciation                           11,739             7,939
               Amortization                            8,113             8,114

     Changes in Operating Assets and Liabilities:
              (Increase) Decrease in Inventory         2,627             2,773
              (Increase) Decrease in Prepaid Expenses
               and Other                                (358)             (246)
              Increase (Decrease) in Accounts Payable
              and Accruals                           (20,813)           70,383
              Increase (Decrease) in Tenant Security
              Deposits                                 1,950             2,095
                                                   ----------         ----------
     Net Cash Provided by Operating Activities     $ 178,858          $208,130
                                                   ----------         ----------

     Cash Flows From Investing Activities:
            Acquisition of Property and Equipment  $  (3,526)        $(108,950)
            Acquisition of Deferred Lease Incentives      -                 -
                                                   ----------         ----------
         Net Cash (used by) Investing Activities   $  (3,526)        $(108,950)
                                                   ----------         ----------

         Cash Flows From Financing Activities:
            Principal Payments Under Borrowings    $ (49,879)        $ (40,581)
            Proceeds from Borrowings                  19,351            17,080
                                                   ----------         ----------
               Net Cash Provided by (used by)
               Financing Activities                $ (30,528)        $ (23,501)
                                                   ----------         ----------

               Net Increase in Cash and Cash
               Equivalents                         $ 144,804         $  75,679

         Cash and Cash Equivalents at the
         Beginning of Year                           563,727           488,048
                                                   ----------         ----------
         Cash and Cash Equivalents at the
         End of Year                               $ 708,531         $ 563,727
                                                   ==========         ==========

         Additional Cash Flow Information:
            Cash Payments during the Year          $ 123,374         $ 149,378
                                                   ==========         ==========
            Interest                               $      -           $     -
                                                   ==========         ==========
            Income Taxes

                See Accompanying Notes to Financial Statements.

                                      F-4

**MILLER INDUSTRIES, INC.
                      STATEMENT OF SHAREHOLDERS' DEFICIENCY
                       YEARS ENDED APRIL 30, 2002 AND 2001**

                                  Common Stock
                                  ------------

                                                                   Additional
                                                                    Paid-In
                                         Shares Issued    Amount    Capital     (Deficit)
                                         -------------    ------   ----------   ---------

            Balance at April 30, 2000      2,982,662     $149,133   $1,126,507  $(2,512,569)

            Net Income - 2001                     -            -            -       117,072
                                           ----------    ---------- ----------   ----------

            Balance at April 30, 2001      2,982,662     $149,133   $1,126,507  $(2,395,497)

            Net Income - 2002                     -            -            -       175,600
                                           ----------    ---------- ----------   ----------

            Balance at April 30, 2002      2,982,661     $149,133   $1,126,507  $(2,219,897)
                                           ==========    ========== ==========   ==========

                 See Accompanying Notes to Financial Statements.

                                      F-5

**MILLER INDUSTRIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             APRIL 30, 2002 AND 2001
                             -----------------------

NOTE A - Summary of Significant Accounting Policies

1.       Nature of Business -**

Miller Industries, Inc., a Florida corporation, currently and since August 1991,
has been engaged in the ownership and management of 98,000 square feet of
offices and warehouse located in Miami, Florida. During August 1991, the Company
discontinued its operations of manufacturing of aluminum windows and doors
pursuant to a plan of reorganization.

**2.       Inventories -**

Inventories are valued at the lower of cost or market, with cost generally
determined on a first-in, first-out basis and market based upon the lower of
replacement cost or realizable value. Inventories consisted of the following
amounts:

                                        2002             2001
                                        ----             ----

            Finished Hardware        $   -0-          $ 2,627
                                     =========       ==========

**3.       Investment Property -**

Investment property is carried at cost. The Company calculates depreciation
under the straight-line method at annual rates based upon the estimated service
lives of each type of asset. These service lives are generally as follows:

            Building and Improvements     10 to 30 years

            Machinery and Equipment       7 years

            Furniture and Fixtures        7 years

Real property and equipment, with an original cost of approximately $720,000,
have been fully depreciated at April 30, 2002.

**4.       Intangibles -**

Deferred lease incentive and loan costs are carried at cost. The Company
amortizes these assets on a straight line basis up to 10 years.

**5.       Income Taxes -**

The Company adopted Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes". Under SFAS 109, deferred tax assets and
liabilities are determined based on differences between the financial reporting
and tax basis of assets and liabilities and are measured by applying enacted tax
rates and laws to taxable years in which such differences are expected to
reverse.

                                      F-6

**MILLER INDUSTRIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             APRIL 30, 2002 AND 2001
                             -----------------------****6.       Income Per Share -**

Income (loss) per share is computed based upon the weighted average number of
common shares outstanding during each year.

**7.       Cash -**

The Company considers all short-term investments with an original maturity of
three months or less to be cash equivalents.

**8.       Financial Instruments -**

The carrying amounts of cash and cash equivalents, other assets, accounts
payable, and debt approximate fair value.

**9.       Concentrations of Credit Risk -**

The Company is subject to credit risk arising from the concentration of its
temporary cash investments. Most of the Company's temporary cash investments are
concentrated with a single financial institution.

The balances are insured by the Federal Deposit Insurance Corporation up to
$100,000. At April 30, 2002, the Company's uninsured cash balances approximated
$587,000.

**10.      Revenue Recognition -**

Rental income recognition is based upon the underlying lease provisions.
Hardware sales are recognized upon shipment of goods to customers.

**11.      Environmental Cleanup Matters -**

The Company expenses environmental expenditures related to existing conditions
resulting from past or current operations and from which no current or future
benefit is discernable. The Company determines its liability on a site-by-site
basis and records a liability at the time when it is probable and can be
reasonably estimated.

**12.      Use of Estimates -**

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates. The most significant estimates
included in the preparation of the financial statements are related to income
taxes, asset lives, and inventory valuation.

                                      F-7

**MILLER INDUSTRIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             APRIL 30, 2002 AND 2001
                             -----------------------****13.      Comprehensive Income -**

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130 "Reporting Comprehensive Income", which
is effective or 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. The adoption of this
standard does not have an effect on the Company's reported net earnings for
fiscal 2002 and 2001 as there is no additional comprehensive income under the
statement.

**14.      Impairment of Long-Lived Assets -**

In March 1995, Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of," was issued. Statement 121 requires that long-lived assets and certain
intangibles to be held and used or disposed of by an entity be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. The Company adopted this
statement and determined that no impairment loss need be recognized at this
time.

**15.      Segments -**

The Company adopted SFAS No. 131, Disclosures About Segments of an Enterprise
and Related Information ("SFAS 131"). SFAS 131 superseded SFAS No. 14, Financial
Reporting for Segments of a Business Enterprise. SFAS 131 establishes standards
for the way that public business enterprises report information about operating
segments in annual financial statements and requires that those enterprises
report selected information about operating segments in interim financial
reports. SFAS 131 also establishes standards for related disclosures about
products and services, geographic areas, and major customers. The adoption of
SFAS 131 did not affect results of operations or financial position.

**16.      Costs of Computer Software -**

In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1, Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use ("SOP 98-1"). SOP 98-1 provides
authoritative guidance on when internal-use software costs should be capitalized
and when these costs should be expenses as incurred.

Effective May 1, 2000, the Company adopted SOP 98-1, however, the Company has
not incurred costs to date which would require evaluation in accordance with the
SOP.

                                      F-8

**MILLER INDUSTRIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             APRIL 30, 2002 AND 2001
                             -----------------------****17.      Start-Up and Organization Costs -**

Start-up and organization costs are accounted for under the provisions of the
American Institute of Certified Public Accountants' Statement of Position (SOP)
98-5, "Reporting on the Costs of Start-up Activities". Adopted by the Company at
its inception, SOP 98-5 provides guidance on the financial reporting of start-up
and organization costs and requires such costs to be expensed as incurred. The
Company's adoption of SOP 98-5 will not have a significant effect on its
financial position or results of operation.

**18.      Derivative Instruments -**

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"), which
is required to be adopted in years beginning after June 15, 2000. SFAS 133 will
require the Company to recognize all derivatives on the balance sheet at fair
value. Derivatives that are not hedges must be adjusted to fair value through
income. If the derivative is a hedge, depending on the nature of the hedge,
changes in the fair value of derivatives will either be offset against the
change in fair value of hedged assets, liabilities, or firm commitments through
earnings or recognized in other comprehensive income until the hedged item is
recognized in earnings. The ineffective portion of a derivative's change in fair
value will be immediately recognized in earnings. The Company has determined
that the adoption of SFAS 133 is not expected to have a significant effect on
its financial position or results of operations.

**19.      Stock-Based Compensation -**

The Company adopted Statement of Financial Accounting Standard No. 123 (FAS
123), Accounting for Stock-Based Compensation beginning with the Company's
existence. Upon adoption of FAS 123, the Company continued to measure
compensation expense for its stock-based employee compensation plans using the
intrinsic value method prescribed by APB No. 25, Accounting for Stock Issued to
Employees. The Company did not pay any stock-based compensation during the
period presented.

**20.      Pensions and Other Post-Retirement Benefits -**

Effective January 3, 2001, the Company adopted the provisions of SFAS No. 132,
Employers' Disclosures about Pensions and other Post-Retirement Benefits ("SFAS
132"). SFAS 132 supersedes the disclosure requirements in SFAS No. 87,
Employers' Accounting for Pensions, and SFAS No. 106, Employers' Accounting for
Post-Retirement Benefits Other Than Pensions. The overall objective of SFAS 132
is to improve and standardize disclosures about pensions and other
post-retirement benefits and to make the required information more
understandable. The adoption of SFAS 132 did not affect results of operations or
financial position.

The Company has not initiated benefit plans to date which would require
disclosure under the statement.

**21.      Advertising Costs -**

Advertising costs generally will be charged to operations in the year incurred.
The Company has not incurred any advertising costs for fiscal 2002 and 2001.

**22.      Business Concentrations -**

Rental income of the Company's office and warehouse building is subject to the
economic conditions of the industrial real estate market place. Changes in this
industry may significantly affect management's estimates and the Company's
performance. (See Note D.)

                                      F-9

**MILLER INDUSTRIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             APRIL 30, 2002 AND 2001
                             -----------------------****NOTE B - Mortgage and Notes Payable**

         Principal  balances  outstanding  and details of notes payable are
summarized as follows:

                                                                                  2002             2001
                                                                                  ----             ----
**1.         Mortgage Payable -**
           5% (prime less1/2%)  note payable, collateralized by mortgage on land
           vements, personal property, collateral assignment of all rents and
           leases, along with the building, impropersonal guaranty of the
           Company's Chairman of the Board to 50% of all sums due under the
           loan. In addition, the guarantor shall indemnify lender from any and
           all liability which may result from the environmental condition of
           the property. The note is payable in monthly installments of $10,704
           (including interest) with a final payment of approximately $1,354,000
           due October 2009.                                                   $1,732,982       $1,764,781

**2.       Insurance Premium Note Payable -**
           4% insurance premium financing, payable in monthly installments
           of $1,629 (including interest) through November 2002
                                                                                    9,774            8,503
                                                                              -------------    --------------

           Total Notes Payable                                                 $1,742,756       $1,773,284
                                                                              =============    ==============

         Payments of principal required on the foregoing debt are as follows :

              Fiscal Year Ending

              2003                               $   52,543

              2004                                   44,958

              2005                                   47,258

              2006                                   49,675

              2007                                   52,217

              Thereafter                          1,496,105
                                                  ----------

              Total                              $1,742,756
                                                  ==========

Land, buildings and improvements, and insurance policies with an approximate
cost of $1,207,000 and an approximate net book value of $456,000 are pledged as
collateral for these obligations.

                                      F-10

**MILLER INDUSTRIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             APRIL 30, 2002 AND 2001
                             -----------------------****NOTE C - Income Taxes**

         The provision for income taxes consists of the following:

                                      2002              2001
                                      ----              ----

            Federal                 $48,075           $26,504

            State                     9,383             6,164
                                   ---------         ---------
                   Total            $57,458           $32,668
                                   =========         =========

            Current                 $58,361           $33,060

            Deferred                   (903)             (392)
                                   ---------         ---------
                   Total            $57,458           $32,668
                                   =========         =========

     Deferred income  taxes arise primarily due to temporary differences  in
recognizing certain revenues and expenses for tax purposes, the required use of
extended lives for calculation of depreciation for tax purposes, and the
expected use of tax loss carryforwards in future periods. The components of the
net deferred tax asset at April 30, 2002 and 2001 are as follows:

                                                          2002           2001
                                                       ----------     ---------

         Properties and Equipment principally
             due to depreciation                       $  55,866      $  55,063

         Net operating loss carryforwards                862,507        929,335
                                                       ----------     ---------

              Total Gross Deferred tax assets          $ 918,373      $ 984,398

              Less: Valuation allowance                 (918,373)      (984,398)
                                                       ----------     ---------

              Net Deferred Tax Assets                  $      -       $      -
                                                       ==========     =========

     A valuation allowance is provided to reduce the deferred tax assets to a
level which, more likely than not, will be realized. The net deferred assets
reflect management's assessment of the amount which will be realized from future
taxable earnings or alternative tax strategies. The valuation allowance was
decreased by approximately $66,000 for 2002.

                                      F-11

**MILLER INDUSTRIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             APRIL 30, 2002 AND 2001
                             -----------------------**

     At April 30, 2002, the Company had approximately $2,294,000 of Federal and
State net operating loss carryforwards available to offset future taxable
income. The State loss carryforwards are available indefinitely. The Federal net
operating loss carryforwards will expire as follows:

                  2006                 $ 600,000

                  2007                 1,083,000

                  2008                   205,000

                  2009                   132,000

                  2011                   100,000

                  2012                    68,000

                  2013                   105,800

                  2019                       200
                                        ----------

                         TOTAL        $2,294,000
                                        ==========

     At April 30, 2002, the  Company  had  alternative  minimum  tax  credit
carryforwards of approximately $3,500 which my be carried forward indefinitely.

     Total Federal tax expense for years ended April 30, 2002 and 2001 differed
from the amount computed by applying the U.S. federal income tax rate of 34% to
income (loss) from continuing operations before income tax for the following
reasons:

                                                             2002                      2001
                                                        ------------                ----------
                                                                Percent of                 Percent of
                                                    Amount   Pre-Tax Income     Amount    Pre-Tax Income
                                                   -------------------------    -------------------------

            Income before provision for
            income taxes                          $175,600        100%         $117,072         100%
                                                 ----------    ----------     ----------     ----------

            Computed expected tax expense         $ 59,704         34%         $ 39,804          34%

            Federal tax (benefit) of State
            Income Tax                              (3,190)        (2)           (2,096)         (2)

            Sur Tax Exemption                       (8,439)        (5)          (11,204)         (10)
                                                 ----------    ----------     ----------     ----------

            Actual Federal income tax expense      $48,075         27%          $26,504           22%
                                                 ==========    ==========     ==========     ==========

**NOTE D - Rental Income**

The Company leased offices and warehouse space for distribution during fiscal
2002 to three unrelated third parties under leases that expire in fiscal 2003,
2004, and 2005. Rental income approximated $417,000 and $381,000 for fiscal 2002
and 2001, respectively. Rental income from three of the Company's tenants
amounted to 100% and 91% of total rental income in 2002 and 2001, respectively.

                                      F-12

**MILLER INDUSTRIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             APRIL 30, 2002 AND 2001
                             -----------------------**

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

                          2003             $ 342,000

                          2004               235,000

                          2005                31,000
                                           ---------

                         TOTAL             $ 608,000
                                           =========

**NOTE E - Rental Expenses (Except for Interest)**

            Rental expenses consisted of:
                                                  2002               2001
                                                --------          --------
            Depreciation and Amortization      $ 19,852          $ 16,052

            Insurance                            16,562            15,973

            Management Fees                      36,000            36,000

            Outside Services                      2,873             3,723

            Repairs and Maintenance               2,476             5,790

            Utilities                             8,799             1,719

            Taxes                                27,017            33,040
                                                --------          --------

                  Totals                       $113,579          $112,297
                                                ========          ========

**NOTE F - Administrative Expenses**

            Administrative expenses consisted of
                                                     2002              2001

            Accounting and Legal               $ 18,975          $ 23,366

            Contract Labor                          241                65

            Office Supplies/Postage/Other         2,544             2,557

            Stockholders' Expenses               11,435             9,010

            Telephone                             3,816             3,768
                                                --------          --------

                  Totals                       $ 37,011           $38,766
                                                ========          ========

                                      F-13

**MILLER INDUSTRIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             APRIL 30, 2002 AND 2001
                             -----------------------****NOTE G - Related Party Transactions**

1.         Management fees in the amount of $36,000 per year were incurred by
           the Company for 2002 and 2001 to Harnap Corp., which is controlled by
           the Chairman of the Board of Miller Industries, Inc. Included in
           accounts payable is approximately $245,000 and $209,000 for 2002 and
           2001, respectively owed to Harnap Corp.

**NOTE H - Commitments, Contingencies, Subsequent Events and Other Matters****Environmental Matters -**

           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.

**NOTE I - Litigation**

           An attorney, whom the Company has a judgement against, has filed a
           complaint against Miller Industries, Inc. for malicious abuse of
           process, defamation and interference with economic relationships. On
           July 25, 2001 the Court issued an order of dismissal, with prejudice
           concluding the matter.

           The Company is involved in other legal actions arising in the normal
           course of business.  Management is of the opinion that their outcome
           will not have a significant effect on the Company's financial
           position.

                                      F-15****
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