`SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-KSB/A

        [ ]   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                (I.R.S. Employer
    of 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 less 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 president.


                                       2
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.

        As of May 31, 2003, approximately 51% of the building was occupied.

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

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 2002 were approximately $35,000.

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.


                                       3
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.


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

None.

                                     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 Operations (2002 v 2001)

Rental Income

         The Company's results of operations are primarily dependant upon the
rental income which it receives from leasing space in its building. Rental
income is a function of the percentage of the building which is occupied, and
the level of rental rates. Rental income during 2002 was $417,000, compared with
$381,000 in 2001. During 2002, approximately 80% of the Company's warehouse was
leased, compared to 73% to 2001. The improvement in rental income was due to the
increase in occupancy.


                                       5
Hardware Sales

         The Company receives revenue from the sale of replacement parts for the
sliding glass doors and windows formerly manufactured by the Company. The
Company utilizes its existing inventory of these parts to support these sales.
These sales were $16,000 in both 2002 and 2001.

Other Income

         The Company generated other income of $21,000 in 2002, compare to
$28,000 in 2001. Other income in 2002 included interest income of $14,000 and
tenant reimbursement of $2,000 and settlements of $4,000, while other income in
2001 consisted of interest income. The decrease in the other income was
primarily due to the decrease in interest rates in 2002.

Rental Expense (Excluding Interest)

         The Company incurs rental expense in connection with the leasing of its
building. These expenses consist of management fees, insurance, real estate
taxes, depreciation and amortization, insurance, maintenance and repairs,
utility costs and outside services. Rental expenses were $114,000 in 2002 and
$112,000 in 2001. The principal components were management fees ($36,000 in both
2002 and 2001), taxes ($27,000 in 2002 and $33,000 in 2001), depreciation and
amortization ($20,000 in 2002 and $16,000 in 2001) and insurance ($17,000 in
2002 and $16,000 in 2001). The $6,000 decrease in taxes was due to the reduction
of the tax assessment, and the $4,000 increase in depreciation was due to
building improvements made in 2001.

Cost of Hardware Sales

         The Company records the cost of its hardware sales in connection with
the sale of replacement parts to customers of its former window and sliding
glass door business. These costs are tied to the level of hardware sales. These
costs were $7,400 and $7,300 in 2001.

Administrative Expenses

         The Company's administrative expenses were $37,000 in 2002, compared to
$39,000 in 2001. They primarily consist of accounting and legal fees ($19,000 in
2002 compared to $23,000 in 2001), and shareholders expenses ($11,000 in 2002
and $9,000 in 2001).

Interest Expense

         The Company pays interest on the mortgage loan on its building.
Interest expense on the loan was $120,000 in 2002 compared to $150,000 in 2001.
The decease in the amount of interest was attributable to a decrease in the
prime rate, which reduced the interest on the Company's mortgage loan.


                                       6
Provision for Income Taxes

         The Company recorded a provision for income tax of $57,000 in 2002,
compared to $33,000 in 2001, based upon the Company's income during these years.
The level of these taxes was directly attributable to the level of net income
before taxes. These amounts were completely offset by the carryforward of the
Company's net operating losses.

Net Income

         As a result of the foregoing factors, the Company had net income of
$158,000 in 2002, compared to $117,000 in 2001.

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 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 will allow the
Company to continue operations at their current level for at least 12 more
months. However, the Company's long term prospects ultimately depend on the
Company's ability to lease the space in its building at attractive rates.

         The Company's obligations to make payments under existing, material
contracts consists of the following:

        o   The Company is obligated to make payments under its existing
            mortgage loan. At April 30, 2002, the outstanding balance of the
            loan was $1,733,000. The loan bears interest at prime plus 1⁄2%.
            The loan is repayable in monthly installments of approximately
            $10,700, with a balance payment of approximately $1,354,000 due in
            October 2009.


                                       7


        o   The Company has agreed to pay Harnup Corp., a corporation controlled
            by the Company's president and principal shareholder, $3,000 per
            month for management fees. No fees have been paid to Harnup since
            March 2000. Accrued fees as of April 30, 2002 were $245,000, all of
            which are payable upon the demand of Harnup.

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  sufficient  cash flow from operations to meet its cash requirements
until it leases additional space in its building.

Current Plans

         The Company operates as a real estate investment and management
company. The Company currently has one tenant 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'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.

Critical Accounting Policies

         The Securities and Exchange Commission ("SEC") has issued disclosure
guidance for "Critical Accounting Policies." The SEC defines critical accounting
policies as those that require the application of management's most difficult,
subjective, or complex judgments, often because of the need to make estimates
about the effect of matters that are inherently uncertain and may change in
subsequent periods.

         The discussion and analysis of the Company's financial condition and
results of operations are based upon its financial statements, the preparation
of which takes into account estimates based on judgments and assumptions that
affect certain amounts and disclosures. Accordingly, actual results could differ
from these estimates. The accounting policies and estimates used and outlined in
Note 1 to the Company's financial statements, which are presented elsewhere in
this Form 10-KSB, have been applied consistently as at April 30, 2002 and 2001,
and for the years ended April 30, 2002 and 2001. The Company's representatives
who are involved in the preparation of its financial statements and this report
believe that the following accounting policies represent the Company's critical
accounting policies:


                                       8
Valuation of Long-Lived Assets: The Company periodically
assesses the carrying value of long-lived assets whenever events or changes in
circumstances indicate that their carrying amount may not be recoverable. When
the Company determines that the carrying value of long-lived assets may be
impaired, the measurement of any impairment is based on a projected discounted
cash flows method. While the Company believes that this method is reasonable,
different assumptions regarding such cash flows may significantly affect the
measurement of impairment.

                  Revenue Recognition: Rental income is recognized when it
becomes receivable under the terms of each lease. Hardware sales are recognized
upon shipment of goods to customers. Before the Company recognizes revenue, it
is required to assess, among other things, its collectibility. If the
collectibility of revenue is incorrectly determined, the Company's net income
and assets could be overstated.

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.


                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

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

    Name                    Position                                   Officer    Director
                                                                        Since      Since

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

         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           -


                                       9



_____________________________

(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

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 Beneficial Owner          Amount Beneficial Owner        Percent Of Class

    Angelo Napolitano 1521 N.W. 165th Street      1,131,256(1)                   37.9%
    Miami, FL 33169

    Elizabeth Schuldiner Revocable Trust u/a      182,967                        6.1%
    3/20/90 (2) 80 West 12th Street
    New York, NY 10011

    Walter P. Carucci (3) Carucci Family          236,417                        7.9%
    Partners (3) Carr Securities Corp. (3) One
    Penn Plaza New York, NY 10119

________________

         (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.


                                       10



         (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 Beneficial Owner        Amount Beneficial Owner (1)      Percent Of Class

    Angelo Napolitano 1521 N.W. 165th Street    1,131,256(2)                     37.9%(2)
    Miami, FL 33169

___________________

         (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.


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.


                                       11
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)

                                       12




                  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.


                                       13
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 9th day of July, 2003.

                                            MILLER INDUSTRIES, INC.

                                            /s/  Angelo Napolitano
                                            By:  Angelo Napolitano, President
                                                 And Chief Executive Officer

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities
indicated on the 9th day of July, 2003.


   Signature                                   Title

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


                                       14
CERTIFICATION


I, Angelo Napolitano, certify, that:

1.       I have reviewed this annual report on Form 10-KSB/A 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:  July 9, 2003                        By: /s/  Angelo Napolitano
                                                    Angelo Napolitano, President
                                                    and Chief Financial Officer
                                                    (Principal Executive Officer)


                                       15
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

                                     ASSETS
      Investment 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       19,174
      $13,696 in 2002 and $8,218 in 2001)
      Loan Costs, Less Accumulated Amortization
        of $6,587 and $3,952 in                         19,761       22,396
      2002 and 2001, respectively
      Deferred Tax Assets                                   -            -
                                                    __________   __________
      Total Other Assets                            $  754,768   $  620,346
                                                    __________   __________
      TOTAL ASSETS                                  $1,197,638   $1,071,429
                                                    __________   __________
                                                    __________   __________

                    LIABILITIES AND SHAREHOLDERS' DEFICIENCY

      Liabilities:
      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               $  149,133   $  149,133
      issued and outstanding
      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
                                                          __________   __________
      Provision for Income Tax Before Realization of
        Prior Years' Tax                                  $   57,458    $  32,668
      Benefit
      Tax Benefits on Net Operating Loss Carryforward        (57,458)     (32,688)

      Total Provision for Income Tax
         (Net of Tax Benefits)                            $       -     $      -
                                                          __________   __________

      Net Income                                          $  175,600    $ 117,072
                                                          __________   __________
                                                          __________   __________
      Income per Common Share                             $      .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:

      Net Income                                                  $  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
      Interest                                                    $  123,374    $ 149,378
                                                                  __________   __________
                                                                  __________   __________
      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
                                     Shares Issued       Amount      Paid-In      (Deficit)
                                                                     Capital

       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        2,982,662       $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.

                                      F-6




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.

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 -

         The Company recognizes rental income as it becomes receivable in
         accordance with the provisions of the underlying lease. The Company
         recognizes hardware sales 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.

                                      F-7




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.

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

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




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 orfinancial 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

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 less 1⁄2%) note payable, collateralized by mortgage on
        land and building, improvements, personal property, collateral
        assignment of all rents and leases, along with the personal 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

NOTE C - Income Taxes


         The provision for income taxes consists of the following:


                                                   2002              2001
         Current                                 $58,361           $33,060
         Deferred                                   (903)             (392)
         Tax Benefit of Net Operating
          Loss Carryforward                      (57,458)          (32,668)
                                                 _________         ________

             Total                               $    -            $    -
                                                 _________         ________
                                                 _________         ________


         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




        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 may 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)
                                                  _________       __________     __________     ________
      Federal Tax Before Tax Benefits             $ 48,075          27%          $  26,504        22%

      Tax Benefits of Net Operating Loss
       Carryforwards                               (48,075)        (27%)           (26,504)      (22%)

      Actual Federal Tax                          $     -          -  %          $      -        -  %
                                                  _________       __________     __________     ________
                                                  _________       __________     __________     ________

                                      F-12
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.


        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
                                                       _________      _________
                                                       _________      _________



                                       F-13


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
                                                    ________        _________
                                                    ________        _________



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 -


         The Company's past operations include activities which are subject to
         Federal and State environmental regulations.

         The Company has been identified as a potentially responsible party
         ("PRP"), along with others, in remedial activities related to two
         sites -- the Seaboard Chemical Company site located in Jamestown,
         North Carolina and the Gold Coast Oil site located in Miami, Florida.

         Although environmental laws technically impose joint and several
         liability upon each PRP at each site, the extent of the Company's
         required financial contribution to the clean up of these sites is
         expected to be limited based upon the number and financial strength of
         the other named PRPs and the volume and types of waste involved which
         might be attributable to the Company.

         The Company at both sites joined settlement groups with other
         responsible parties to avoid extensive litigation and remedial costs.


                                      F-14



         The Seaboard Chemical site settlement group at November 1, 2001 was
         composed of 393 PRPs which produced 13,884,126 estimated gallons of
         waste, of which 6,990 gallons of waste (.05%) is attributable to
         Miller Industries, Inc. The settlement group at this site has
         allocated the costs of remedial activities among the PRPs using the
         volumetric method. That is, based upon the ratio that the number of
         gallons of waste estimated to have been contributed to the site by the
         Company bears to the total number of gallons of waste estimated to
         have been disposed at this site by all of the PRPs. To date, the
         Company has incurred approximately $1,200 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 1988, the Gold Coast Oil site settlement group negotiated a
         settlement between the EPA and 15 PRPs including the Company which
         resulted in a consent order in settlement of the EPA claim. The 15 PRPs
         subsequently negotiated a settlement among themselves to raise the
         funds necessary to perform specified clean-up activities. Total costs
         incurred through May 6, 1992 approximated $1,787,000 of which $50,000
         (3%) was attributable to the Company. The Company's insurance carrier
         at the time of the alleged violations agreed to reimburse the Company
         $45,000 in return for a release from any future additional claims. In
         1993, the settlement group determined that additional funds would be
         necessary to complete the specified clean-up of the site. The
         Company's share of the additional required funds amounted to $10,000
         which is included in accrued expenses in the accompanying balance
         sheets.

         Accounting for the Impairment or Disposal of Long-Lived Assets -

         In August 2001, the Financial Accounting Standards Board ("FASB")
         approved SFAS No. 144 "Accounting for the Impairment or Disposal of
         Long-Lived Assets." SFAS No. 144 replaces SFAS No. 121 "Accounting for
         the Impairment of Long-Lived Assets and for Long-Lived Assets to be
         Disposed of." The Company adopted SFAS No. 144 on May 1, 2002 as
         required, and the statement is not expected to have a material impact
         on the Company's results of operations or financial position. Under
         SFAS No. 144, the Company must consider whether indicators of
         impairment of long-lived assets are present, determine whether the sum
         of the estimated undiscounted future cash flows attributable to the
         assets in question is less than their carrying amounts, and to
         recognize an impairment loss based on the excess of the carrying
         amounts of the assets over their respective fair values.

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.




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