I enclose for filing the Annual Report on Form 10-KSB of Mod-U-
Kraf Homes, Inc. for the year ended December 31, 1999.  The
financial statements included in the Annual Report do not reflect
any change from the preceding year in any accounting principles or
practices or in the methods of application of those principles or
practices.

                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D. C.  20549

                                FORM 10-KSB

      (Mark One)
     [ X ] Annual report under Section 13 or 15(d) of the Securities
Exchange
Act of 1934 (Fee required)
     For the fiscal year ended  December 31, 1999
                               -------------------
     [   ]  Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No fee required)
     For the transition period from __________ to __________

                   Commission file number:   0 - 7 0 9 3

                          MOD-U-KRAF HOMES, INC.
              ----------------------------------------------
              (Name of Small Business Issuer in Its Charter)

           VIRGINIA                                  54-0893908
 -------------------------------                -------------------
 (State or Other Jurisdiction of                 (I.R.S. Employer
  Incorporation or Organization)                Identification No.)

      P. O. BOX 573, ROCKY MOUNT, VIRGINIA              24151
    ----------------------------------------         ----------
    (Address of Principal Executive Offices)         (Zip Code)

                             540 - 483 - 0291
             ------------------------------------------------
             (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
                             ----------------
                             (Title of Class)

     Check whether the issuer: (1) filed all reports to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.

Yes [ X ] No [   ]

      Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-KSB.
[ X ]


	State issuer's revenues for its most recent fiscal year. $22,245,279
                                                               -----------

	State the aggregate market value of the voting stock held by non-
affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date
within the past 60 days.

                        $3,009,953 at March 8, 2000


                 APPLICABLE ONLY TO CORPORATE REGISTRANTS

	State the number of shares outstanding of each of the issuer's classes
of common equity, as of March 16, 2000.

               825,649 shares of Common Stock, $1 par value


	Transitional Small Business Disclosure Format: Yes [   ] No [ X ]


Item 1.    Description of Business
           -----------------------
	Mod-U-Kraf Homes, Inc. (the "Company"), was incorporated as a Virginia
corporation on August 19, 1971.  It is engaged in the business of
manufacturing and selling custom-built sectionalized single family housing
units of its own design.  The Company also customizes a commercial line of
products consisting of multi-family and diversified specialty structures.
	The Company's sectionalized housing units, available in 65 standard
models, ranging in size from 705 square feet to 4,300 square feet for one
and two family dwellings, consist of two or more virtually complete sections
which are manufactured side by side on an assembly line.  Various designs
are available, including Victorian, Cape Cod, vacation homes, two stories
and country homes.  There are over 100 options to allow for custom choices.
 Interior designs provide for great rooms, spacious kitchen-dining-living
areas, ample closets, and fireplaces.  Multi-family projects can contain up
to 24,000 square feet and are custom designed to meet the needs of the
builder and as dictated by building site conditions (including inside and
outside painting and installation of kitchen cabinets and floor coverings).
 After completion, the units are loaded on specially designed transporters
for delivery to the building site where they are off-loaded to a permanent
foundation previously prepared by the purchaser.  After the sections are
off-loaded, either by crane or rollers, they are secured together by a "zip
up" procedure by purchaser.  The purchaser may then complete the sections by
making plumbing and electrical connections, carrying out final grading and
landscaping, and adding brick veneer, if desired.  Prices on our products
can vary depending upon the region into which they are to be shipped.  The
Company believes that when completely erected on a lot, landscaped and ready
for occupancy, its single family homes retail from $55,000 to $320,000 or
more depending on the cost of the lot.  The prices of multi-family projects
can range up to $1,300,000 or more depending on the total size of the
project.
	During the past several years, the Company, utilizing the manufactured
section concept, has increasingly entered into a new commercial building
market consisting of condominiums, town-house apartments, dental clinics,
medical office buildings, churches, motels and many other commercial
structures adaptable to the Company's manufacturing methods and
capabilities.
	During 1999, the Company produced 440.5 units as compared to 291.5
units in 1998.  Gross sales of $22,245,279 and $15,586,511 in 1999 and 1998
were comprised of 435.5 and 301.5 units sold, respectively.
	The chief raw materials used in production are lumber and lumber
products, including plywood, moldings, door and window assemblies; general
building materials such as roofing, insulation, wallboard, fixtures and
hardware; and heating equipment and other appliances.  These materials are
presently available at competitive prices through several suppliers serving
the area, and the Company has not experienced and does not foresee
dependency upon any single source of supply for raw material.  The price of
lumber has been subject to significant fluctuations which may affect the
Company's profit margin and the prices it charges for its products.  The
Company passes increased cost on to its customers by increasing sales prices
from time to time.
	At March 1, 2000, the Company had a backlog of un-shipped orders for
68.0 units (representing approximately $3,016,558 in gross sales).
Comparable backlog figures at March 1, 1999 and 1998 were 108.0 units
(representing approximately $4,764,418 in gross sales) and 70.0 units
(representing approximately $3,125,458 in gross sales), respectively.  The
Company believes that approximately 80% of the orders comprising the current
backlog are firm.  The Company believes that 20% of the back log balance may
not be treated as firm due to a variety of factors, including unavailability
of financing for its customers, title defects or objections with respect to
land upon which customers expect to erect their homes, and weather
conditions which can affect delivery against contracts.  The average time
required between booking and shipment of an order is approximately 75 days.
	Company units are sold primarily in Virginia, Maryland, West Virginia
and North Carolina, South Carolina, eastern Kentucky and eastern Tennessee.
The Company offers its products primarily to home builders, land developers
and realtors, although the Company also acts as a "turnkey" contractor,
selling sectionalized homes directly to retail customers and, depending on
the contract, either "zipping-up" the units or completing the entire home
to final grade.  Orders consist primarily of from one to three homes,
although larger orders are accepted.
 	The Company does not have long-term agreements with any customer and
does not have any single customer or large group of customers upon which a
material part of its business depends.  Sales terms are flexible, varying
from cash 15 days prior to delivery to a completely secured sale with a
nominal down payment, in which the Company provides construction financing
pending sale of the units and disbursement of financing by the permanent
lender.  	The Company provides permanent financing in connection with a
small number of sales. (See Note 3 of Item 7, Financial Statements)
	The Company does not have any material patents, licenses, franchises or
concessions, has not made any material expenditures for research and
development during the past three years and does not anticipate doing so.
The Company employs approximately 35 persons on its administrative and
office staff, 20 persons on its sales staff and 160 persons on its
production and delivery staff.  None of its employees is represented by a
labor union.  The Company's employment level has fluctuated, and will
continue to fluctuate with the demand for code-complying manufactured
housing.  Production employment levels have been stable for the last two
years and are expected to remain stable with the new Company's manufacturing
facility in operation.
	Competition in the housing industry is intense.  The Company competes
not only with local, regional and national producers of manufactured
housing, including modular, panelized and mobile homes, but also with local,
regional and national home builders as well.  Many of these competitors have
financial resources and production facilities which far exceed those of the
Company.  Moreover, five manufactured housing firms have plants located in
or near Rocky Mount, Virginia, and the Company must accordingly compete with
these firms for labor as well as sales.
	To the extent weather conditions affect the construction or erection of
houses, the business of the Company can be seasonal, with a larger portion
of sales and shipments of its units occurring in the warmer months of the
year, generally from May through November, than during the winter months.
	To the best of its knowledge, the Company is in compliance with all
applicable regulations and does not currently foresee that material capital
expenditures will be necessary to maintain such compliance or that future
compliance will significantly affect the earnings or competitive position of
the Company.
	The marketing direction of the Company has recently developed two
thrusts.  While the overall trend has been towards larger structures, the
Company has developed a series of smaller, lower-cost units to enable it to
compete for entry-level housing and governmental loan programs.
Improvements made in manufacturing facilities have put the Company in the
position to produce both large and smaller units efficiently.
	The products of the Company are manufactured at two facilities in Rocky
Mount, Virginia.  See Item 2, below.  The original plant has a production
capacity of 5 units per week and the new facility has a production capacity
of 15 units per week.
      On March 13, 2000, the Company and Coachmen Industries, Inc. of
Elkhart, Indiana, announced that they had signed a letter of intent calling
for Coachmen to buy all of the outstanding stock of the Company for $11.75
per share.  Closing of the transaction is expected in late April or early
May, subject to the completion of due diligence by Coachmen, negotiation
of a definitive agreement, approval by the Company's shareholders and other
customary conditions.  The proposal includes plans for the Company to
continue to operate as a separate entity under the Coachmen Housing Group.
The proposal also calls for the Company's current management team to remain
in place, as well as the Company's employees.

Item 2.	Description of Property.
        -----------------------

	The Company's production and transportation office and original
manufacturing plant are located in a one-story steel building, approximately
40 years old, on State Highway 40, one mile east of Rocky Mount, Virginia.
The building is insulated and heated with a concrete floor and totals 20,000
square feet.  Production and transportation offices, located within the
plant facility, are air conditioned and contain approximately 1,000 square
feet of floor space.  In 1982 there was a one story metal and wood
plumbing and electrical storage addition with 700 square feet and a one
story metal and wood breakroom addition, heated and air conditioned, with
700 square feet completed. In 1984 construction was completed on a 7,200
square foot addition to the plant.  In 1988 a one story metal and wood
addition containing a supply room and a "Binks" paint booth was completed
containing 1,600 square feet.  In 1993 a one story metal building that was
built in 1984 which has a concrete floor and 16' overhead doors and has
3,600 square feet was converted to a component manufacturing area.  A
small portion of the plant is used for storage of materials which will not
withstand exposure to the elements.
Total manufacturing area contains approximately 33,800 square feet of space.
	Four enclosed storage buildings on the property adjacent to the
manufacturing plant are used to store materials.  These buildings are wood
and metal construction with concrete floors and either three or four walls
enclosed.  Total enclosed storage is 17,370 square feet.
	The corporate headquarters building, including the engineering office,
which is located adjacent to the Rocky Mount plant, was completed and
occupied in December 1973 and contains over 7,800 square feet of office
space.  The building was constructed in the Rocky Mount plant from seven
single modules completed in the plant with plant installation of wiring,
lighting, plumbing, carpet, vinyl, and rest rooms with ceramic walls and
floors.
    The property is served by a rail siding.  The property includes
approximately seven acres of land that provides for, in addition to the
plant buildings, storage buildings and corporate headquarters building, room
for employee and visitor parking, storage of completed sections pending
shipment and one sales model.
	In October 1977, the Company purchased a 10-acre parcel adjacent to its
Rocky Mount facilities for possible future expansion.  In March 1993, an
additional 16.92 acres were purchased adjacent to the 10 acre parcel.  In
October 1994 the Company exchanged, at no cost, 20.229 acres of the total
26.92 acres for 17.983 acres in the Franklin County/Town of Rocky Mount,
Virginia Industrial Park.  After the exchange, there are remaining 6.691
acres owned by the Company adjacent to its Rocky Mount facilities.

	The 7 acre parcel that contains the manufacturing, storage and office
buildings are separated from the 6.691 acre parcel referred to above by a
rail line.
	The Company's second manufacturing facility is located on 17.983 acres
in the Franklin County/Town of Rocky Mount, Virginia Industrial Park.  The
facility is a steel building, insulated with a standing rib roof.  The
104,325 square foot building has a 32'6" eave height and has a sprinkler
system throughout.  There is 6,680 square feet of mezzanine for additional
storage and 800 square feet of office space inside the building.  The size
of the building allows for storage of all materials for the construction of
the units, reducing damage to inventory due to movement and weather.  The
entire floor area is covered by 6" of finished concrete.  There are 10 large
doors of which 8 are designed for "drive" through and 2 are "dock" doors for
receiving materials.  There are five 4 ton bridge cranes installed to assist
in the "off-line" production of various components such as floor systems,
walls, and roof systems.  The entire building is heated by propane with an
air rotation system.  To allow for future expansion of the building, an
additional 8,750 square feet of finished floor and grade beams have been
added to the building.  Three storm water run-off retention ponds are
located on the property.  All roof drains on the building have been "piped"
to those ponds.  The remainder of the finished lot is covered by a 6"
compacted surface with approximately 42,000 square yards of high traffic
area underlaid with a surface retention fabric.  The property is fenced for
security purposes.  The IDA of Franklin County, VA issued bonds in the amount
of $3,000,000 to finance the construction of this manufacturing facility.
The Series 1995 Variable Rate Demand Industrial Revenue Bonds are secured
by the Company's Irrevocable Letter of Credit with Crestar Bank.
	The Company's transportation and delivery fleet consists of twelve tractor
cabs and 57 transporters, all of which are owned by the Company.  Four of the
tractor cabs were purchased in 1996 and these transporters were placed in
service during the first quarter of 1997.  Two additional tractor cabs
were purchased in 1999 and placed in service in 2000.
	The Company considers its properties and equipment generally to be well
maintained and in good condition, and adequate for the needs of its
business.  All properties are considered to be adequately insured by the
Company.

Item 3.  	Legal Proceedings.
          ------------------
         A suit against the Company is pending in the United States
         District Court by a former employee who is seeking damages
         for unlawful termination.  The Company is vigorously
         contesting the suit.  The ultimate outcome of the litigation
         is unknown at this time.  However, potential losses,
         including fees and costs, could reach $300,000.


Item 4.   Submission of Matters to a Vote of Security Holders.
          ---------------------------------------------------

       None

Item 5.	Market for Common Equity and Related Stockholder Matters.
          --------------------------------------------------------


	The Corporation's common stock is traded in the over-the-counter
market.  The number of shareholders as of February 15, 2000 was 368.  The
range of bid and ask quotations and dividends declared for each quarter
during the last two calendar years are listed below.

	QUOTATIONS ON COMMON STOCK

	               1999                          1998           Dividends
            BID            ASK            BID            ASK       Declared
     	 High    Low    High    Low    High   Low    High    Low     1999  1998

First  5 3/4  5 3/4    8       8     6      6      7 1/2   7 1/2  $0.03 $0.03
Second 5 3/4  5 3/4    8       8     5 7/8  5 7/8  7 1/2   7 1/2  $0.03 $0.03
Third  5 3/4  5 3/4    8       8     5 7/8  5 7/8  7 1/2   7 1/2  $0.03 $0.03
Fourth 5 3/4  5 3/4    8       8     5 3/4  5 7/8  8       7 1/2  $0.03 $0.03

Source:  Wheat First Union & Koonce Securities, Inc.

For the past 89 consecutive quarters a quarterly dividend of $0.03 per share
of common stock has been declared.  The Company presently expects to pay
dividends in the future as earnings permit.  The quotations herein reflect
inter-dealer prices, without mark-up, mark-down or commission, and may not
represent actual transactions.


Item 6.	Management's Discussion and Analysis of Financial Condition and
            Results of Operations.
          ----------------------------------------------------------

      Net Sales for 1999 of $22,245,279 increased 42.72% over 1998 net sales
of $15,586,511.  This increase in revenues is the result of a 44% increase in
the number of modular units sold due to having both plants running the
entire year and a strong demand for our homes.
	Gross Profit percentage increased in 1999 to 24.72% from 22.13% in
1998.  The manufacturing process in our new facility showed significant
improvement over the prior two years of operation.  The old manufacturing
facility was started back up at the beginning of 1999 due to the increased
demand for our houses.  This facility did not experience the production
inefficiencies the newer facilty did upon opening.
	Our Selling, General and Administrative Expense as a percentage
of sales dropped in comparison to the prior year.  Actual dollars spent
increased 25% for the year, a majority of which was sales related for
sales commissions and builder discounts on the increased sales volume.
The percentage to net sales decreased for 1999 to 17.44% from 19.90 in
1998.
	We are reporting a Non-operating income for the year as opposed to
non-operating expense in the prior year due to the gain on the property
taken by the state in order to widen Route 40 which runs in front of
our home office.  The State has deposited $175,596 in a bank account
based on their assessed value of the land.  Management has not settled
with the State on the final value of the land.  The Non-Operating
income is also partly attributable to increased investment income.  At the
end of 1999, the Company had $700,000 in certificates of deposits and
a majority of the remaining cash was in either a money market account
or an investment sweep account.
	Management believes that the market for its modular housing is likely to
remain strong for the foreseeable future.  The Company intends to capitalize
on this anticipated demand by continuing to improve its production
capacities and efficiency, resulting in improved revenues and gross
profit margins.  The Company's success in realizing these goals will
be affected by weather conditions in its market and its ability to
effectively control manufacturing costs, both of which may negatively
impact performance.  Demand for the Company's products also is
sensitive to general economic conditions in its market and would be
negatively affected by any economic downturn.
	To date, the year 2000 problem has had no significant effect
on Mod-U-Kraf Homes, Inc. We surveyed our key vendors as to their year
2000 readiness during 1999, and all returned responses were positive.
The only directly related cost to the Company for this problem was our
need to replace our telephone system, at a cost of $27,000.
	On December 18, 1997, management of the Company determined to
temporarily suspend production at its Highway 40 facility.  The suspension
was required by adverse weather conditions that delayed the Company in
delivering new units.  Production at that facility remained idle throughout
all of 1998.  The new production facility was sufficient to meet our
production needs until the fourth quarter of 1998.  At that time, demand was
approaching a level necessitating either re-opening the old plant or risk
losing sales due to the production backlog of houses waiting to go into the
new plant.  Preparations were begun in December of 1998 to retool and restock
the old plant.  Production resumed in the Highway 40 facility on January 4,
1999 and remained open for all of 1999.  We do not foresee a need to close
it again in the near future.

Capital Resources and Liquidity

     Total funds generated were sufficient to meet the requirements for
plant and equipment, debt retirement and dividends.  By virtue of the
cash and accounts receivable levels, the company feels that it has
adequate liquidity for continued successful operations.
      The Company completed and put into operation our new manufacturing
facility in August 1996.  The cost of the 104,000 sq. ft. facility,
including improvements and equipment was approximately $2,800,000 which
was financed by an Industrial Development Bond Issue.  The debt associated
with this issue has a remaining life of 17 1/2 years and bears interest at
a variable rate based on variable, tax exempt bonds.  At December 31, 1998,
the actual interest rate was 5.75%.
     The Company believes that the effect of inflation on the results for
the periods presented is not material. To the extent permitted by
competition, the Company passes increased cost on to its customers by
increasing sales prices from time to time.




Item 7.	Financial Statements.
          ---------------------

                  MOD-U-KRAF HOMES, INC. AND SUBSIDIARY
                       CONSOLIDATED FINANCIAL REPORT
                             December 31, 1999

                              C O N T E N T S

                    INDEPENDENT AUDITOR'S REPORT ON
                       THE FINANCIAL STATEMENTS

                    FINANCIAL STATEMENTS
                      Consolidated Balance Sheets
                      Consolidated Statements of Income
                      Consolidated Statements of Stockholders' Equity
                      Consolidated Statements of Cash Flows
                      Notes to Consolidated Financial Statements

<PAGE>                        * * *

	INDEPENDENT AUDITOR'S REPORT



To the Board of Directors and Stockholders of
Mod-U-Kraf Homes, Inc. and Subsidiary
Rocky Mount, Virginia


	We have audited the accompanying consolidated balance sheets of Mod-U-Kraf
Homes, Inc. and Subsidiary as of December 31, 1999 and 1998, and the
related consolidated statements of income, stockholders' equity and cash
flows for the years ended December 31, 1999, 1998, and 1997.  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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Mod-U-Kraf
Homes, Inc. and Subsidiary as of December 31, 1999 and 1998, and the results
of their operations and their cash flows for the years ended December 31,
1999, 1998 and 1997 in conformity with generally accepted accounting
principles.


                                    Brown, Edwards & Company, L.L.P.

                                    CERTIFIED PUBLIC ACCOUNTANTS

Roanoke, Virginia
January 25, 2000


<PAGE>                        * * *


	OTHER BUSINESS DATA
	SELECTED FINANCIAL DATA

	Year Ended December 31,

                       1999        1998        1997	   1996        1995

Net Sales          $22,245,279 $15,586,511 $16,072,448 $11,372,471 $9,083,419
0perating Inc(Loss)  1,617,544     348,365     376,446     323,643    542,434
Net Earnings(Loss)   1,042,985     115,397     180,685     177,663    378,824
Earnings(Loss) Per Share
Primary & Fully Diluted(1)1.26        0.14        0.22        0.22       0.46
Cash Dividends Per Sh  (1)0.12        0.12        0.12        0.12       0.12
Total Assets        11,008,450   9,235,319   9,075,041   9,617,921  7,845,504
Current Ratio        2.77 to 1   3.67 to 1   4.40 to 1   3.72 to 1  5.17 to 1
Deferred comp.         925,123   1,003,402   1,075,307   1,147,186  1,206,188
Book Value Per Share   (1)6.91        5.76        5.74        5.65       5.55

(1) 	Primary and fully diluted earnings per common share are based on the
 weighted average number of shares of common stock outstanding and common
 stock equivalents of dilutive stock options.


           Management's Discussion and Analysis of
         Financial Condition and Results of Operations



<PAGE>                        * * *

                  MOD-U-KRAF HOMES, INC. AND SUBSIDIARY

                       CONSOLIDATED BALANCE SHEETS
                       December 31, 1999 and 1998

            ASSETS                          1999            1998
CURRENT ASSETS
  Cash and cash equivalents            $  2,694,694      1,653,742
  Trade and other receivables               663,622        351,972
  Inventories (Note 2)                    2,214,484      1,618,016
  Notes receivable(Note 3)                  548,063        645,962
  Income taxes receivable (Note 7)              -           76,900
  Prepaid expenses                           26,557         34,627
                                          ---------      ---------
            Total current assets          6,147,420      4,381,219

NOTES RECEIVABLE (Note 3)                   142,277          7,663

PROPERTY AND EQUIPMENT(Note 4 and 6)      3,350,249      3,574,488
OTHER ASSETS
  Deferred taxes (Note 7)                   344,810        416,381
  Cash surrender value of officers' life
  insurance                                 167,773        157,732
  Reimbursement account (Note 6)            174,149        155,160
  Eminent domain deposit (Note 11)          175,596            -
  Debt issue costs                           61,430         65,390
  Model Homes                               444,746        477,257
                                          ---------      ---------

                                        $11,008,450     $9,235,290
                                          =========      =========
                  LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Current maturities of long-term debt
    (Note 6)                           $    150,000     $  150,000
  Postretirement benefits (Note 5)           85,206         78,279
  Accounts payable, trade and other
    liabilities                             776,934        545,378
  Income taxes payable (Note 7)             572,050            -
  Accrued compensation                      366,881        220,408
  Customer deposits                         264,653        157,200
                                          ---------      ---------
            Total current liabilities     2,215,724      1,151,265
POSTRETIREMENT BENEFITS(Note 5)             839,917        925,123
LONG-TERM DEBT (Note 6)                   2,250,000      2,400,000
COMMITMENTS AND CONTINGENCIES (Notes 6
 and 11)                                        -                -
                                          ---------      ---------
            Total liabilities             5,305,641      4,476,388
                                          ---------      ---------
STOCKHOLDERS' EQUITY
  Common stock, $1 par value,
   2,000,000 shares authorized; 825,649
   shares issued and outstanding       $    825,649     $  825,649
  Additional paid-in capital                459,671        459,671
  Retained earnings                       4,417,489      3,473,582
                                          ---------      ---------
                                          5,702,809      4,758,902
                                          ---------      ---------
                                       $ 11,008,450      9,235,290
                                          =========      =========

The Notes to Consolidated Financial Statements
  are an integral part of these statements.

<PAGE>                        * * *

                    MOD-U-KRAF HOMES, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF INCOME
                Years Ended December 31, 1999, 1998, and 1997

                                 1999         1998          1997
                              ----------   ---------     ---------
Net sales                    $22,245,279  $15,586,511   $16,072,448

Cost of goods sold (Note 12)  16,832,786   12,137,023    12,613,342
                              ----------   ----------    ----------
         Gross profit          5,412,493    3,449,488     3,459,106

Selling, general and
  administrative expenses      3,794,949    3,101,123     3,082,660
                              ----------   ----------    ----------
         Operating income      1,617,544      348,365       376,446

Postretirements benefits
  expense (Note 5)                82,292       88,666        89,132

Non-operating income(expense),
 net (Note 10)                   167,375      (83,863)          349
                              ----------    ---------     ---------

  Income before income taxes   1,702,627      175,836       287,663

Federal and state income tax
  expense (Note 7)               659,642       60,439       106,978
                              ----------    ---------     ---------

            Net income       $ 1,042,985      115,397     $ 180,685
                              ==========    =========     =========

Earnings per share           $      1.26    $    0.14    $     0.22
                              ==========    =========     =========

The Notes to Consolidated Financial Statements
  are an integral part of these statements.



                     MOD-U-KRAF HOMES, INC. AND SUBSIDIARY

                CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
                 Years Ended December 31, 1999, 1998, and 1997



                                    1999     1998        1997
                                ---------- ---------- -----------

 Balance, beginning            $ 3,473,582 $3,457,263  $3,375,656

  Net income                     1,042,985    115,397     180,685

  Dividends paid
  ($.12 per share)                 (99,078)   (99,078)    (99,078)

                                 ---------  ---------   ---------
Balance, ending                $ 4,417,489 $3,473,582  $3,457,263



The Notes to Consolidated Financial Statements
  are an integral part of these statements.

<PAGE>                        * * *

                   MOD-U-KRAF HOMES, INC. AND SUBSIDIARY

                   CONSOLIDATED STATEMENTS OF CASH FLOWS
               Years Ended December 31, 1999, 1998, and 1997


                                   1999         1998        1997
                                ---------    ---------   ---------
OPERATING ACTIVITIES
  Net income                   $1,042,985   $  115,397   $  180,685
  Adjustments to reconcile
    net income to net cash
    provided by operating
    activities:
    Depreciation and
      amortization                490,812      517,421      487,496
    Deferred taxes                 71,571       47,892       21,866
    Loss (gain) on sale
      of equipment              (   7,000)      21,807    (   4,706)
    Increase in cash value of
      life insurance            (  10,041)   (  19,854)   (  21,651)
    Adjustment to post-
     retirement benefits        (  78,279)   (  71,905)   (  71,879)
    Eminent domain gain         ( 175,596)         -            -
    Change in certain current
     assets and liabilities:
       (Increase) decrease in:
         Trade and other
           receivables          ( 311,650)   ( 206,528)   (  92,516)
         Inventories            ( 596,468)     635,047       36,633
         Income tax receivable     76,900    (  76,900)      46,123
         Prepaid expenses           8,070       10,259    (   1,496)
         Model homes            (   1.124)   ( 264,755)   ( 158,067)
       (Decrease) increase in:
         Accounts payable,
           trade and other
           liabilities            231,556      179,068    ( 158,918)
         Income taxes payable     572,050    (   5,847)       5,847
         Accrued compensation     146,473       58,896    (  39,609)
         Customer deposits        107,453       73,473    ( 209,928)
                                ---------    ---------    ---------
            Net cash provided
             by operating
             activities         1,567,712    1,013,471       19,880
                                ---------    ---------    ---------
INVESTING ACTIVITIES
  Proceeds from sale of
    equipment                       7,000       45,003        8,200
  Purchase of property and
   equipment, net of debt
   incurred 1999 $0:
   1998 $60,245; 1997 $0        ( 228,927)   (  48,645)   ( 602,303)
  Principal received on notes
  receivable                      596,597      299,486      852,984
  Notes receivable arising
    from sales                  ( 633,363)   ( 115,181)  (  701,287)
  Decrease (increase) in
    certificates of deposit           -             -       200,000
                                ----------    ---------   ---------
     Net cash provided by
      (used in) investing
      activities                ( 258,693)     180,663   (  242,406)
                                ----------    ---------   ---------
FINANCING ACTIVITIES
  Payments on long-term debt    ( 150,000)   ( 150,000)  ( 150,000)
  Cash dividends paid           (  99,078)   (  99,078)  (  99,078)
  Funding of reimbursement
    account                     (  18,989)       5,082   (   7,536)
  Earnings on unused
    bond proceeds                     -        113,612   (   8,138)
                               ----------    ---------   ----------
      Net cash used in
       financing activities     ( 268,067)   ( 130,384)  ( 264,752)
                               ----------    ---------   ----------
      Increase in cash and
       cash equivalents         1,040,952    1,063,750   ( 487,278)

CASH AND CASH EQUIVALENTS
  Beginning                     1,653,742      589,992   1,077,270
                                ---------   ----------   ---------
  Ending                       $2,694,694   $1,653,742  $  589,992
                                =========   ==========   =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION
  Cash payments for:
    Income taxes, net of
      refunds received         $  (54,732)  $   95,294   $   33,142
                                =========   ==========    =========
    Interest                   $   86,423   $  101,521   $  104,746
                                =========   ==========    =========
  Non-cash investing activity:
    Eminent domain deposit     $  175,596   $      -     $      -
                                =========    =========   ==========

The Notes to Consolidated Financial Statements
  are an integral part of these statements.

<PAGE>                        * * *

                   MOD-U-KRAF HOMES, INC. AND SUBSIDIARY

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              December 31, 1999


Note 1.  Nature of Business and Significant Accounting Policies

         Nature of Business:
         ------------------
         The Company is engaged in the business of manufacturing
         and selling sectionalized building units of its own
         design.  The Company also customizes a commercial line of
         products consisting of multi-family and diversified
         specialty structures.  The units are sold primarily to
         home builders, land developers and realtors in Virginia,
         Maryland, West Virginia and North Carolina.



         Principles of Consolidation:
         ---------------------------
         The consolidated financial statements include the accounts
         of the Company's wholly-owned subsidiary, Mountain Resort
         Building Systems, Inc.  All significant intercompany
         accounts and transactions have been eliminated.

         Concentrations of credit risk:
         -------------------------------
         In some cases, the Company provides short-term construction
         financing which is generally limited to 75 to 80 percent of
         the estimated fair market value of the completed property.
         The Company retains a security interest in the property
         until the contract is paid.  The Company's exposure to loss
         on these contracts is limited to the difference between the
         receivable and the value of the collateral.  The Company
         has not experienced any significant loss on the previous
         sales of repossessed collateral.  In other cases, short term
         financing is provided through trade receivables, which are
         unsecured.

         Cash and Cash Equivalents:
         -------------------------
         For purposes of reporting cash flows, the Company
         considers most highly liquid investments with an original
         maturity of three months or less to be cash equivalents.

         The Company maintains its cash accounts in commercial
         banks located in Virginia.  Accounts in each bank are
         guaranteed by the Federal Deposit Insurance Corporation
         (FDIC) up to $100,000 per bank.  A portion of the
         Company's cash balance is uninsured at year end.

         During 1999, the Company entered into a treasury services
         agreement with a commercial bank to invest in Eurodollars.
         At December 31, 1999, the Company had approximately
         $660,000, which is not insured by the Federal Deposit
         Insurance Corporation (FDIC) and is subject to Cayman Islands
         Sovereign risk.

         Valuation of Trade Receivables:
         ------------------------------
         Trade and notes receivable are stated at face amount with no
         allowance for doubtful accounts because probable
         uncollectible accounts are immaterial.

         Inventories:
         -----------
         Raw materials are stated at the lower of cost (determined
         on a first-in, first-out basis) or market.  Work in
         progress and finished goods are stated at the lower of
         average cost (determined on a standard cost basis) or
         market.  Land and units held for sale are stated at the
         lower of cost (determined on a specific property basis) or
         market.

         Depreciation:
         ------------
         Depreciation is provided principally on the straight-line
         method over the estimated useful lives of the depreciable
         assets for financial reporting purposes. Statutory methods
         and lives are used for income tax purposes.

         Model Homes:
         -----------
         Model homes consist of manufactured units at cost plus site
         preparation and completion costs.  All costs except the
         manufactured unit are amortized over the estimated useful
         life of the model, typically five years.  The manufactured
         units are transferred to inventory and sold at the conclusion
         of their useful life.

         Income Taxes:
         ------------
         Income taxes are provided for the tax effects of
         transactions reported in the financial statements and
         consist of taxes currently due plus deferred taxes related
         primarily to differences from current recognition of
         deferred compensation for financial reporting purposes and
         deferred recognition for income tax purposes.  The deferred
         taxes represent the future tax return consequences of those
         differences, which will either be taxable or deductible when
         the assets and liabilities are recovered or settled.

         Customer deposits:
         -----------------
         Customer deposits consist primarily of payments received for
         which the revenue recognition criteria described below has not
         been met.  Ultimately, the deposits are applied to the cost
         of the purchase.

         Recognition of Revenue:
         ----------------------
         Revenue is recognized for cash-in-advance sales when
         production of the unit is complete and for sales on account
         when the unit is delivered.  Revenue is recognized for Company
         financed sales when the financing instrument is executed and
         production of the unit is complete.

<PAGE>                        * * *

         Estimates:
         ---------
         Management uses estimates and assumptions in preparing
         financial statements.  Those estimates and assumptions
         affect the reported amounts of assets and liabilities, the
         disclosure of contingent liabilities and the reported
         revenues and expenses.  Actual results could differ from
         those estimates.

         Earnings Per Share:
         ------------------
         Earnings per share are based on the weighted average number
         of shares of stock outstanding, which were 825,649 for
         1999, 1998 and 1997.

         Advertising costs:
         -----------------
         Advertising costs, which consist primarily of newspaper and
         yellow page advertisements, brochures and signage are
         expensed as incurred

         Reclassification:
         ----------------
         The amounts presented for prior years have been reclassified,
         where appropriate, to conform to the presentation used
         for the current year.

Note 2.  Inventories

         The components of inventories are as follows:

                                          1999            1998
                                      -----------     -----------
            Raw materials            $  1,038,047    $    761,513

            Work-in-process               362,259         203,636

            Finished goods                526,900         360,451

            Land and units held
              for sale                    287,278         292,416
                                      -----------     -----------
                                     $  2,214,484    $  1,618,016
                                      ===========     ===========

         Total general and administrative costs incurred and the
         portion of those costs remaining in inventory are as
         follows:
                                1999         1998         1997
                              --------     --------     --------

           Incurred         $1,103,022    $ 975,754    $ 983,821
                              ========     ========     ========
           Remaining in
            inventory       $   43,521   $   43,401    $  60,997
                              ========     ========     ========
Note 3.  Notes Receivable

         Notes receivable consist of the following:

                                                 1999        1998
                                               --------    --------
        Mortgage notes receivable,
        interest ranging from 8% to 9%,
        payable in various monthly install-
        ments and balloon payments due at
        various dates through July 2003.
        Secured by deeds of trust on
        certain real estate.                 $  150,326  $  157,718

        Credit line deed of trust notes
        receivable, interest ranging from
        9% to 10.5%, payable at various
        dates through 2000.  Secured by
        deeds of trust on certain real estate.  532,351     478,862

        Other notes                               7,663      17,045
	                                        ---------   ---------
                                                690,340     653,625
                Less current portion           (548,063)   (645,962)
                                              ---------   ---------
                                             $  142,277  $    7,663
                                             ==========  ==========

<PAGE>                        * * *

Note 4.  Property and Equipment

         Major classes of property and equipment are as follows:

                                               1999         1998
                                             ---------     --------
            Land and improvements          $  775,724   $  775,724
            Buildings                       2,934,429    2,918,912
            Manufacturing equipment         2,286,299    2,150,733
            Other furniture, fixtures
              and equipment                   712,230      660,203
                                            ---------    ---------
                                            6,708,682    6,505,572
           Less accumulated depreciation   (3,358,433)  (2,931,084)
                                            ---------    ---------
                                            3,350,249    3,574,488

           Maintenance and repairs expense incurred amounted to
           $283,008, $169,324 and $219,212 for 1999, 1998, and
           1997, respectively.

Note 5.  Postretirement Benefits

         The Company is obligated under postretirement benefits
         agreements with two former officers.  The present value of
	   these obligations, discounted at 8.5% are as follows:

                                               1999         1998
                                             ---------   ----------
         Deferred compensation benefits
         payable to the widow of O.Z. Oliver,
         former Treasurer and Chairman of
         the Board, at $6,311 monthly until
         the earlier of her death or
         September 2006.                     $  387,965   $ 428,786

         Deferred compensation benefits
         payable to Robert K. Fitts, former
         President and Chairman of the Board,
         at $5,560 monthly until his death
         after which the benefits are payable
         to his spouse, Mary L. Fitts until
         the earlier of her death or July
         2007.                                  418,742     448,491

         Postretirement benefits other than
         pensions. Details are presented below. 118,416     126,125
                                              ---------   ---------
                                                925,123   1,003,402
                  Less current portion          (85,206)    (78,279)
                                              ---------   ---------
                                             $  839,917  $  925,123
                                              =========   =========
         The Company is obligated to pay a fixed monthly amount
         for health care coverage to the above payees.  The
         Company is also obligated to pay up to $10,000 annually
         in premiums for a life insurance policy assigned to the
         former President.

         The Company accounts for these obligations in a manner
         similar to that described in Statement of Financial Accounting
         Standards No. 106, "Employer's Accounting for Postretirement
         Benefits Other than Pensions" under which such costs are
         recognized as incurred rather that when paid.  The statement
         is not required to be applied to benefits payable to selected
         employees under terms of individual contracts.  However, it is
         management's opinion that adoption of the standard is preferable
         for financial reporting purposes.

<PAGE>                        * * *

Note 6.  Debt

         On July 12, 1995, the IDA of Franklin County, VA issued
         bonds in the amount of $3,000,000 to finance the
         construction of a manufacturing facility.  The Series 1995
         Variable Rate Demand Industrial Revenue Bonds are secured
         by the Company's Irrevocable Letter of Credit with Crestar
         Bank.  The letter of credit agreement subjects the Company
         to certain financial and operating covenants, all of which
         the Company was in compliance with at year end.  Crestar
         Bank holds a first lien and security interest on the new
         facility.  The bonds are payable in equal annual principal
         amounts of $150,000 through 2015.  The interest rate was 5.75,
         4.15 and 4.25 percent at December 31, 1999, 1998 and 1997,
         respectively.

         The Company has entered an agreement of sale to purchase
         the facility from the IDA.  The Company's obligation under
         the Agreement of Sale is equal to the required principal
         and interest payments on the bonds and is payable in
         monthly installments currently estimated at $22,000.  The
         monthly payments are deposited into a Reimbursement
         Account with Crestar Bank and used to pay all principal,
         interest and fees related to the Bonds.  The Company also
         agreed to maintain an additional required deposit in the
         reimbursement account equal to 55 days of interest at 15.0
         percent on the bonds.  The Reimbursement Account balance
         was follows:

                                                 1999         1998
                                                 ----         ----
           Required prepaid interest deposit  $ 67,811    $  67,811
           Unused monthly principal deposits    75,000       75,000
           Earnings                             31,338       12,349
                                              --------     --------
                                              $174,149     $155,160
                                              ========     ========

         The Company's policy is to reflect the balance of the
         reimbursement account as an asset until the funds are used
         by the trustee for payment of bond obligations, at which
         time the Company reduces its obligations under the asset
         sale agreement.

         In July 1998, all of the remaining bond proceeds were drawn
         from the trustee. Debt issue costs will be amortized over
         the term of the debt, or 20 years.

	   Lines of Credit
	   ---------------
	   The Company has an unsecured $500,000 line of credit with
         Crestar Bank bearing interest at LIBOR plus .75%, payable
         on demand, and expiring on January 31, 2001.  The
         Company also has an unsecured $500,000 line of credit
         with BB&T bearing interest at LIBOR plus 2.00%,
         payable on demand, with no established expiration.
         There were no amounts outstanding under the lines of credit
         as of December 31, 1999 and 1998.



Note 7.  Income Taxes

         The provision for income taxes consists of the following
         components:
                                 1999       1998        1997
                              ---------   --------    --------
          Current              $588,071   $ 12,547    $ 85,112

          Deferred               71,571     47,892      21,866
                                -------    -------     -------
                               $659,642   $ 60,439    $106,978
                               ========   ========    ========

Deferred taxes results from temporary  differences in the
recognition of revenue and expense for tax and financial
reporting purposes.  The sources of the differences and the tax
effect of each are as follows:

                                      1999       1998      1997
                                    --------  --------  ---------
     Differing cost basis of
       property and equipment      $  (2,533) $ 15,278  $   4,394
     Eminent domain gain              64,192       -          -
     Amounts expensed when
       incurred, deducted when paid:
       Deferred Compensation          19,729    26,782     27,314
       Warranty & accrued vacation   (10,619)    1,058   (  8,675)
       Other, net                        802     4,774   (  1,167)
                                    --------   -------   --------
                                   $  71,571    47,892  $  21,866
                                    ========   =======   ========

<PAGE>                        * * *

The provision for income taxes differs from amounts computed by
applying the statutory Federal income tax rate to income before taxes
for the following reasons:

                       1999             1998             1997
                   ---------------  ---------------  --------------
                          Percent          Percent          Percent
                             of               of               of
                           Pretax           Pretax           Pretax
                   Amount  Income   Amount  Income   Amount  Income
                  -------- ------  -------- ------  -------- ------
Tax expense at
  federal rate    $578,893  34.0%  $ 59,784  34.0%  $ 97,805  34.0%
Increase (decrease)
 in taxes from:
 State taxes, net
 of federal tax
 effect             68,105   4.0      7,033   4.0    11,507    4.0
 Other, net         12,644   0.7    ( 6,378) (3.6)   (2,334)  (0.8)
                   --------  -----  --------  -----  --------  ----
                  $659,642  38.7%  $ 60,439  34.4% $106,978   37.2%
                  ========  =====  ========  =====  ========  =====

Note 8.  Fair Value of Financial Instruments

         The methods used to estimate the fair value of each
         material class of financial instruments are as follows:

         Cash and cash equivalents, trade receivables and payables
         and customer deposits:
         ---------------------------------------------------
         The carrying amount is a reasonable estimate of the fair
         value because of the short maturity of these instruments.

         Notes Receivable:
         ----------------
         Fair values are estimated by discounting the future cash
         flows using the current rates at which similar loans would
         be made with similar credit ratings and for the same
         remaining maturities. Carrying values approximate fair values.

         Debt:
         ----
         The interest rate on the long-term debt is reset weekly to
         reflect current market rates.  Consequently, the carrying
         value of debt approximates fair value.


 Note 9. Profit Sharing Plan and Trust

         The Company has a contributory profit-sharing plan
         complying under Section 401(k) and certain other
         provisions of the Internal Revenue Code.  The plan covers
         a majority of all employees meeting minimum eligibility
         requirements.  Participants may elect to have before-tax
         (salary reduction) contributions to be made to the plan on
         their behalf.  The Company matches such before-tax
         contributions in the proportion determined by the Board of
         Directors at its discretion on an annual basis.
         Additionally, the Company may at the Board's
         discretion make an additional contribution based on the
         Company's pre-tax earnings.  The Company's total
         contributions to the plan were $85,586, $27,815 and $46,134
         for 1999, 1998 and 1997, respectively.

<PAGE>                        * * *

Note 10. Non-operating Income(Expense)

         Non-operating income(expense)consists of the following:

                                  1999        1998        1997
                                --------    --------    --------
         Interest income       $  98,310   $  79,063   $ 108,421
         Interest expense        (86,423)  ( 101,668)   (102,290)
         Bond service fees       (26,126)  (  69,135)   ( 13,260)
         Eminent domain gain
            (Note 11)            164,596         -           -
         Other, net               17,018       7,877       7,478
                                --------    --------    --------
                               $ 167,375     (83,863)  $     349
                                ========    ========    ========

Note 11. Commitments and Contingencies

         Employment Contracts:
         --------------------
         The Company is obligated under employment contracts with
         the President and Vice President.  Combined base annual
         compensation under the contracts is approximately
         $145,000.  The contracts provide for payment of incentive
         compensation based on certain percentages of pretax income
         of the Company, exclusive of any extraordinary items.

         Death Benefit:
         -------------
         The Company is obligated to provide a death benefit to the
         estate of the Vice President in the amount of $35,000. The
         Company has recognized a liability in the amount of
         $19,772, the estimated present value of this obligation
         discounted at 8.50 percent.  The Company is carrying a
         term life insurance policy in the amount of $35,000, the
         purpose of which is to fund the death benefit.

         Eminent domain
         --------------
         The Commonwealth of Virginia acquired title to certain of
         the Company's property through the eminent domain statues.
         In connection therewith, the Commonwealth deposited funds
         With the Clerk of the Circuit Court of Franklin County,
         Virginia, representing its offer for the property.  The
         Company has recorded a gain (see Note 10) based on this
         offer, as this is considered the minimum to be received.
         The Company is contesting the offer.  The ultimate outcome,
         and additional proceeds to be received, if any, cannot be
         determined at this time.

         Litigation
         ----------
         A suit against the Company is pending in the United States
         District Court by a former employee who is seeking damages
         for unlawful termination.  The Company is vigorously
         contesting the suit.  The ultimate outcome of the litigation
         is unknown at this time.  However, potential losses,
         including fees and costs, could reach $300,000.


Note 13. Related Party Transactions

         In the normal course of business, the Company makes
         purchases from a supplier owned by the estate of a director
         of the Company.  Purchases from this supplier totaled
         $643,094 and $760,598 for 1998 and 1997, respectively.

         The Company is obligated under deferred compensation
         agreements to two former officers (Note 5).

<PAGE>                        * * *


Item 8.	Changes In and Disagreements With Accountants on Accounting
          and Financial Disclosure.
          ---------------------------------------------------------------
	None

Item 9.	Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act.
          -------------------------------------------------------------

          The Company's Board of Directors is composed of the following
         five members.

             Name                    Age        Director Since
            ------                  -----      ----------------
   Edwin J. Campbell  . . . . . . . . 70             1978
   Dale H. Powell   . . . . . . . . . 66             1980
   W. Curtis Carter   . . . . . . . . 81             1991
   Bobbie L. Oliver . . . . . . . . . 67             1994
   Mary L. Fitts  . . . . . . . . . . 60             1994


    EDWIN J. CAMPBELL was Vice President of Sales and Marketing of the
Company from 1977 until 1990, and has been Corporate Secretary since March,
1990.  He was Vice President from October 1990 until March 1999, at which
time he was appointed Executive Vice President.

    DALE H. POWELL was Vice President-Operations of the Company from 1980 to
March 1990, when he became President and Chairman of the Board.  Mr. Powell
was Secretary of the Company from March 1988 until March 1990.

    W. CURTIS CARTER, presently retired, was an Officer and Director of
Stuart Lumber Corporation in Stuart, Virginia for 24 years until the company
was sold to the Masonite Corporation in 1977.  He remained with Masonite in
accounting and other capacities until his retirement in 1988.

	BOBBIE L. OLIVER is the wife of the late O. Z. Oliver, Co-founder and
former Board Chairman of Mod-U-Kraf Homes, Inc.  She is the largest
shareholder of the Company and is managing real estate and rental properties
in Southwest Virginia.  She is the sister-in-law of Dale H. Powell and the
sister of Mary L. Fitts.

	MARY L. FITTS, Real Estate Investor, has been owner and operator of an
apartment complex since 1983.  She is the wife of Robert K. Fitts, co-
founder of the Company.  She is the sister-in-law of Dale H. Powell and the
sister of Bobbie L. Oliver.

                   SECTION 16(A) BENEFICIAL OWNERSHIP
                           REPORTING COMPLIANCE

	The Company's directors, executive officers and owners of more than 10%
Company's shares are required under the Securities Exchange Act of 1934 to
file report of ownership and changes in ownership with the Securities
Exchange Commission.  Copies of these reports must also be furnished to the
Company.  Based solely on review of the copies of such reports furnished to
the Company through the date hereof, or written representations that no
reports were required; the Company believes that during 1999, all filing
requirements applicable to its officers, directors and 10% shareholders were
met.

Item 10.   Executive Compensation.
           ----------------------

     The following table presents information relating to total compensation
of the Chief Executive Officer of the Company during the periods indicated.


                        SUMMARY COMPENSATION TABLE

                Annual Compensation
                                                           All
     Name and                                  (1)       Other (2)
Principal Position    Year       Salary       Bonus    Compensation

Dale H. Powell        1999      $75,000       $5,607      $14,469
 President and
Chairman of the       1998      $75,000       $8,995      $14,532
Board
                      1997      $75,000       $9,651      $14,511

(1)  Bonus is calculated on the prior years' earnings in accordance with
Mr. Powell's employment agreement.

(2)  Consists of $13,207 of premiums paid annually by the Company on a
"split-dollar" insurance policy for 1999, 1998 and 1997, and $1,263, $1,325
and $1,304 of Company contributions to Mr. Powell's profit-sharing plan
account for 1999, 1998 and 1997 respectively.

Employment Agreement

    Under an Employment Agreement with the Company, effective January 1,
1991, Dale H. Powell will be paid an annual base salary of $75,000, subject
to annual review by the Board of Directors.  In addition to the base salary,
Mr. Powell will be paid incentive compensation equal to 3% of the income of
the Company before federal and state income taxes, and before the payment of
any dividends or extraordinary non-recurring items or expenses.

    Under an Employment Agreement with the Company, effective April 8,
1999, Edwin J. Campbell will be paid an annual base salary of $70,000,
subject to annual review by the Board of Directors. In addition to the
base salary, Mr. Campbell will be paid incentive compensation equal to
2.5% of the income of the Company before federal and state income taxes,
and before the payment of any dividends or extraordinary non-recurring
items or expenses.

Compensation of Directors

    Outside directors are paid a fee of $250.00 for each meeting of the
Board of Directors attended.


Item 11.	Security Ownership of Certain Beneficial Owners and Management.
          ---------------------------------------------------------------

    The Company's only authorized equity is common stock, $1 par value
("Common Stock"), each share of which has one vote on all matters.  There
were outstanding and entitled to vote 825,649 shares of Common Stock on
February 16, 2000.

    The following table presents certain information as of February 16, 2000,
the Record Date, regarding beneficial ownership of Common Stock by the
directors and nominees for directors, officers and directors as a group,
and all owners of more than 5% of the Common Stock.

                               Amount and Nature
     Name of Beneficial         of Beneficial             Percent
         Owner                    Ownership                Owned
    ------------------        ---------------------       -------
    Edwin J. Campbell               30,052(1)               3.64%
    Dale H. Powell                  69,000                  8.36
    W. Curtis Carter                36,720                  4.45
    Bobbie L. Oliver               173,406                 21.00
    Mary L. Fitts                   66,000(2)               7.99
    All officers and directors
      as a group(8 persons)        375,490                 45.48

    Robert K. Fitts                 78,547(3)               9.51
     P.  O. Box 82
     Boones Mill, VA  24065

    (1)   Includes shares held in various fiduciary capacities and owned by
          or with certain relatives.

    (2)   Includes 66,000 shares with respect to which voting and investment
          power is shared with Robert K. Fitts

    (3)   Includes 12,547 shares with respect to which Mr. Fitts has sole
          voting and investment power and 66,000 shares with respect to
          which such power is shared with Mary L. Fitts.


Item 12.	Certain Relationships and Related Transactions.
          -----------------------------------------------
     Pursuant to a settlement agreement between the Company and the Estate
of O. Z. Oliver, deferred compensation benefits of $75,726 were paid to
Mr. Oliver's widow, Bobbie L. Oliver, during 1999.  In addition, $2,122
was paid in 1999 to Mrs. Oliver for health insurance premiums.  Mrs.
Oliver, a director, is the sister-in-law of Dale H. Powell, President and
Chairman of the Board of the Company and the sister of Mary L. Fitts.

   Pursuant to a settlement agreement between the Company and Robert K.
Fitts, deferred compensation benefits of $66,724 and a sum of $10,000 in
premiums for life insurance policies assigned to Mr. Fitts were paid to
Mr. Fitts in 1999.  In addition, $6,000 was be paid in 1999 to Mr. Fitts
for health insurance premiums for Mr. Fitts and Mary L. Fitts, his spouse.
Mr. Fitts' spouse, Mary L. Fitts, a director, is the sister of Bobbie L.
Oliver and the sister-in-law of Dale H. Powell, President and Chairman of
the Board of the Company.

     In the normal course of business, the Company makes purchases from a
supplier owned by the family of J. Dillard Powell, the recently deceased
brother of Dale H. Powell.  The supplier was acquired by Mr. Powell in 1989.
Prior to that time, the supplier had been a long time vendor of the Company.
Purchases from this supplier totaled approximately $969,047 for 1999.



Item 13.	Exhibits, Lists And Reports on Form 8-K.
(a)  The following documents are filed as part of this report:

(3)  Exhibits:
	3.1(a)	Articles of Incorporation (filed as an exhibit to
Registrant's Form 10-K for the fiscal year ended December 31,
1983 and incorporated herein by reference)

	3.1(b)	Amendment to Articles of Incorporation dated November 2, 1989
(filed as an exhibit to Registrant's Form 10-K for the fiscal
year ended December 31, 1989 and incorporated herein by
reference)

	3.2(a)	By-Laws (filed as an exhibit to the Registrant's Form 10-K
for the fiscal year ended December 31, 1990 and incorporated
herein by reference)

	3.2(b)	Amendment to By-Laws dated January 19, 1994 (filed as an
exhibit to the Registrant's Form 10-KSB for the fiscal year
ended December 31, 1993 and incorporated herein by reference)

	3.2(c)	Amendment to By-Laws dated February 8, 1995

	3.2(d)	Amendment to By-Laws dated February 4, 1998

	10.3(a)	Settlement Agreement, dated as of March 24, 1990, between
Registrant and Robert K. Fitts (filed as an exhibit to
Registrant's Form 10-K for the fiscal year ended Dec. 31,
1989 and incorporated herein by reference)

	10.3(b)	Settlement Agreement, dated as of September 13, 1990, between
Registrant and the Estate of O.Z. Oliver (filed as an exhibit
to Registrant's Form 8-K filed Sept. 15, 1990 and
incorporated herein by reference)

	10.4(a)	Employment Agreement, dated November 21, 1990, between
Registrant and Dale H. Powell (filed as an exhibit to
Registrant's Form 10-K for the fiscal year ended Dec.31, 1990
and incorporated herein by reference)

	10.4(b)	Employment Agreement, dated November 21, 1990, between
Registrant and Edwin J. Campbell (filed as an exhibit to
Registrant's Form 10-K for the fiscal year ended Dec. 31,
1990 and incorporated herein by reference)

	11    Computation of Per Share Earnings

	21   	Subsidiaries

	27 	Financial Data Schedule

      99.1  Additional Exhibit - News release dated March 13, 2000

(b)  Reports on Form 8-K   -   None.




	SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

						MOD-U-KRAF HOMES, INC.
						(Registrant)

March 22, 2000                		By s/Dale H. Powell
                              -------------------------
                             	Dale H. Powell, President and
                                 Chairman of the Board

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

March 22, 2000             			s/Dale H. Powell
                              -------------------------
                              Dale H. Powell, President and
                                     Chairman of the Board (Principal
                                           Executive officer)

March 22, 2000		            	s/Edwin J. Campbell
                              -------------------------
					Edwin J. Campbell, Vice President,
                                      Corporate Secretary and Director

March 2, 2000            			s/Steven T. Montgomery
                              -------------------------
                              Steven T. Montgomery, Controller
                                     (Principal Financial and Accounting
                                           Officer)

March 22, 2000			            s/W. Curtis Carter
                              -------------------------
                              W. Curtis Carter, Director


March 22, 2000	             		s/Bobbie L. Oliver
                              -------------------------
                        	Bobbie L. Oliver, Director

March 22, 2000                            s/Mary L. Fitts
                              -------------------------
				      Mary L. Fitts, Director


Mod-U-Kraf Homes, Inc.
Exhibit Index

Exhibit No.                       Description

     3.1(a)	Articles of Incorporation (filed as an exhibit to
Registrant's Form 10-K for the fiscal year ended December 31,
1983 and incorporated herein by reference)

	3.1(b)	Amendment to Articles of Incorporation dated November 2, 1989
(filed as an exhibit to Registrant's Form 10-K for the fiscal
year ended December 31, 1989 and incorporated herein by
reference)

	3.2(a)	By-Laws (filed as an exhibit to the Registrant's Form 10-K
for the fiscal year ended December 31, 1990 and incorporated
herein by reference)

	3.2(b)	Amendment to By-Laws dated January 19, 1994 (filed as an
exhibit to the Registrant's Form 10-KSB for the fiscal year
ended December 31, 1993 and incorporated herein by reference)

	3.2(c)	Amendment to By-Laws dated February 8, 1995

	3.2(d)	Amendment to By-Laws dated February 4, 1998

	10.1		1983 Mod-U-Kraf Homes, Inc. Incentive Stock Option Plan
(filed as an exhibit to Registrant's Form 10-K for the fiscal
year ended December 31, 1983 and incorporated herein by
reference)

	10.3(a)	Settlement Agreement, dated as of March 24, 1990,
between Registrant and Robert K. Fitts (filed as an exhibit to
Registrant's Form 10-K for the fiscal year ended Dec. 31,
1989 and incorporated herein by reference)

	10.3(b)	Settlement Agreement, dated as of September 13, 1990, between
Registrant and the Estate of O.Z. Oliver (filed as an exhibit
to Registrant's Form 8-K filed Sept. 15, 1990 and
incorporated herein by reference)

	10.4(a)	Employment Agreement, dated November 21, 1990, between
Registrant and Dale H. Powell (filed as an exhibit to
Registrant's Form 10-K for the fiscal year ended Dec.31, 1990
and incorporated herein by reference)

	10.4(b)	Employment Agreement, dated November 21, 1990, between
Registrant and Edwin J. Campbell (filed as an exhibit to
Registrant's Form 10-K for the fiscal year ended Dec. 31,
1990 and incorporated herein by reference)

	11	Computation of Per Share Earnings

	21   	Subsidiaries

	27	Financial Data Schedule

	99.1  Additional Exhibit - News release dated March 13, 2000

Exhibit 3.2( c)

Mod-U-Kraf Homes, Inc.

Resolution Passed at Board of
Directors Meeting February 8, 1995


Resolved that the Board of Directors hereby finds it to be in the best
interest of the corporation that its By-Laws be amended by deleting Article
II, Section 1 and substituting therefore the following:

Article II

Board of Directors

Section 1. Election.  The Board of Directors shall be chosen at the annual
meeting of the shareholders, to hold office until removed or until the next
annual meeting of the shareholders and until their successors are elected.
The number of directors shall be six (6).  Directors need not be
stockholders.


Exhibit 3.2(d)

Mod-U-Kraf Homes, Inc.

Resolution Passed at Board of
Directors Meeting February 4, 1998


	      Resolved that the Board of Directors hereby finds it to be in the
        best interest of the Corporation that its By-Laws be amended by
        deleting Article II, Section I and substituting the following:

Article II

Board of Directors

        Section 1. Election.  The Board of Directors shall be chosen at the
        annual meetings of the stockholders, to hold office until removed
        or until the next annual meeting of the stockholders and until
        their successors are elected.  The number of Directors shall be no
        less than four (4) nor more than six (6).  Directors need not be
        stockholders.


Exhibit 11
                            Mod-U-Kraf Homes, Inc.
            Computation of Basic and Diluted Earnings Per Share
           for the years ended December 31, 1999, 1998 and 1997


                                        		 1999       1998       1997
                                   	       -----      -----      -----
Net income applicable to common stock(1)$1,042,985   $115,397   $180,685
						                                   =========   ========   ========
Average number of shares of common
stock outstanding (2)                      825.649    825,649    825,649
						                                    ========   ========   ========
Basic and diluted earnings per share         $1.26      $0.14      $0.22
                                          ========   ========   ========
Notes:

(1)	In the periods presented, the Company had only one class of Common
      stock.

(2)	To determine the average number of shares of common stock, the
      average numberof common shares outstanding during each month
     	were added together and the sum was then divided by 12.


Exhibit 99.1
                             Additional Exhibits
                                News Release

For immediate release Monday, March 13, 2000

Coachmen Industries Proposes to Acquire Mod-U-Kraf Homes, Inc.

Elkhart, Indiana--Coachmen Industries, Inc. (NYSE: COA) of Elkhart,
Indiana, and Mod-U-Kraf Homes, Inc. (OTC: MODU) of Rocky Mount, Virginia,
announced today that they have signed a Letter of Intent calling for
Coachmen to acquire all the outstanding stock of Mod-U-Kraf for $11.75
per share.  The proposal includes plans for Mod-U-Kraf to continue to
operate as a separate entity under the Coachmen Housing Group.  Closing
of the transaction is expected in late April or early May, subject to
completion of due diligence by Coachmen, negotiation of a definitive
agreement, approval by the shareholders of Mod-U-Kraf and other normal
closing conditions.  The letter of intent provides for an exclusive
negotiating period and a significant break-up fee payable to Coachmen
in certain circumstances.

"An integral part of Coachmen's strategic plan is to grow the Housing
Group through the internal expansion of existing business and through
the acquisition of companies that share Coachmen's business goals, values,
practices and philosophies," explained Claire C. Skinner, Chairman of the
Board and CEO of Coachmen Industries, Inc. "Because Mod-U-Kraf matches
up well with us, we want to pursue this acquisition opportunity."

"The association with Coachmen would provide the opportunity to continue
our growth, expand our facilities, offer our employees greater
opportunities and enable Mod-U-Kraf to move into the new millennium as a
major builder of modular homes, "I have known and have had dialogue
with several of Coachmen's senior management team since 1992 and I know
that their goals and plans for growth and expansion are similar to our
own."

Under the agreement, Mod-U-Kraf's current management team would remain
in place, as would the company's roughly 220 employees.  "Mod-U-Kraf
is an industry leader and its team has a strong history of success.  We
will be very pleased to welcome them to the Coachmen Industries family,"
Skinner said.

Mod-U-Kraf has been building homes for over 28 years.  Currently operating
out of two plants, Mod-U-Kraf markets its products in Virginia, North
Carolina, South Carolina, West Virginia, Maryland, Northern Georgia,
Eastern Tennessee and Eastern Kentucky.  "the year 1999 was an outstanding
one for Mod-U-Kraf," Powell said.  "Sales and profits reached an all-time
high." Sales were in the $22 million range.

James E. Jack, Executive Vice President and Chief Financial Officer for
Coachmen Industries added, "This acquisition would strenghen our position
in modular construction and fit our strategic plan to expand this sector
of Coachmen Industries."

Mod-U-Kraf would join All American Homes as part of Coachmen's Housing
Group.  All American Homes, with five manufacturing locations, is the
leading producer of modular, precision-built homes in the U.S.

Though Mod-U-Kraf is involved in the production o modular housing like
All American Homes, the company offers Coachmen new ventures with its
Special Projects Division.  Serving the commercial building sector, the
Special Projects Division builds motels, townhouses, condominiums,
apartments, dorms, business offices, day care facilities and medical
offices.  All building comply with commercial building codes and are
reviewed by a third party inspection agency.

Coachmen Industries, Inc. is one of the nation's leading producers of
recreation vehicles.  The company's All American Homes division is
America's leading producer of modular homes.  Unlike the manufactured
housing industry, Coachmen's modular homes are built to local codes
verses HUD codes.  Recreation vehicles comprised 83 percent of
Coachmen Industries' 1999 sales and modular homes represented 17
percent.  Coachmen is publicly held with stock listed on the New York
Stock Exchange (NYSE) under COA symbol.  Mod-U-Kraf is traded over-
the-counter under the MODU symbol.

For more information:
   James E. Jack, Executive Vice President and Chief Financial Officer
   Coachmen Industries, Inc.
   Phone: 219-262-0123

   Rich Allen, Corporate Communications, Coachmen Industries, Inc.
   Phone: 219-262-0123
   E-mail: rallen@coachmen.com
   Web Site: www.coachmen.com

   Dale H. Powell, President, Mod-U-Kraf Homes, Inc.
   Phone: 540-483-0291