<PAGE>


                                                          Registration No. 33 -
--------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549
                         ------------------------------------
                                       FORM S-8
                                REGISTRATION STATEMENT
                                        Under
                              The Securities Act of 1933
                         ------------------------------------
                               SCHULT HOMES CORPORATION
--------------------------------------------------------------------------------
                  (Exact name of issuer as specified in its charter)
          Indiana                                    35-1608892
--------------------------------                    ---------------------------
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                   Identification No.)

221 U.S. Highway 20, Middlebury, Indiana                              46540
----------------------------------------                       ----------------
(Address of Principal Executive Offices)                             (Zip Code)

                  SCHULT HOMES CORPORATION 1995 SHARE INCENTIVE PLAN
                  --------------------------------------------------
                               (Full title of the plan)

                          Kennard R. Weaver, General Counsel
                         M. Angella Castille, General Counsel
                               Schult Homes Corporation
                           301 South Main Street, Suite 307
                               Elkhart, Indiana  46516
                -----------------------------------------------------
                       (Name and address of agent for service)

                                   (219) 296-6000
                     -------------------------------------------
            (Telephone number, including area code, of agent for service)

Approximate date of commencement of sales pursuant to this Registration
Statement:  October 19, 1996.
          
                           CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of securities     Amount to be   Proposed maximum   Proposed maximum          Amount of
to be registered        Registered     Offering Price     Aggregate Offering        Registration
fee                                    Per Share          Price
<S>                     <C>            <C>                <C>                       <C>

Common Shares,            300,000      $15.25*                $4,575,000            $155.55
 no par value             shares

</TABLE>

*Based on last sale of Common Shares on American Stock Exchange on 10/18/95, as
reported.

<PAGE>

                               SCHULT HOMES CORPORATION
                                CROSS-REFERENCE SHEET

Cross Reference Sheet Pursuant to Item 501(b) of Regulation S-K

     Registration Statement
    Item Number and Caption                 Heading in Prospectus
    -----------------------                 ---------------------

1.  Plan Information                         The Plan
2.  Registrant Information and
    Employee Plan Annual Information         Available Information

                                          i

<PAGE>

                                  TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                       <C>

THE PLAN.......................................................................2

DESCRIPTION OF CAPITAL SHARES..................................................7

FEDERAL TAX EFFECTS............................................................9

EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974...............................10

INVESTMENT CONSIDERATIONS.....................................................10

OUTSTANDING OPTIONS...........................................................11

SUBSIDIARIES OF THE COMPANY...................................................12

UPDATING PROSPECTUS INFORMATION...............................................12

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................12

DESCRIPTION OF SECURITIES.....................................................13

INTEREST OF COUNSEL...........................................................13

INDEMNIFICATION OF DIRECTORS AND OFFICERS.....................................13

EXEMPTION FROM REGISTRATION CLAIMED...........................................14

EXHIBITS......................................................................14

UNDERTAKINGS..................................................................14

SIGNATURES....................................................................16

</TABLE>

                                          ii

<PAGE>

                                      PROSPECTUS

                               SCHULT HOMES CORPORATION
                              Middlebury, Indiana  46540

                              --------------------------

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

                              -------------------------

         This Prospectus relates to the offering by Schult Homes Corporation,
an Indiana corporation (the "Company"), of 300,000 of its Common Shares, no par
value (the "Shares"), issuable upon exercise of options under the Schult Homes
Corporation 1995 Share Incentive Plan (the "Plan").

         The Company's principal executive office is located at 221 U.S.
Highway 20, Middlebury, Indiana 46540, telephone number (219) 825-5881.

                              -------------------------

         The date of this Prospectus is March 19, 1996.

                              -------------------------

<PAGE>

                                        PART I

         No person has been authorized to give any information or to make any
representations, other than as contained herein, or incorporated by reference,
in connection with the offer contained in this Prospectus, and if given or made,
such information or representations must not be relied upon as having been
authorized by the Company.  Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date hereof.  This
Prospectus does not constitute an offer to sell, or a solicitation of an offer
to buy, any of the securities to which this Prospectus relates in any state or
other jurisdiction in which such offer or solicitation may not be lawfully made.

                                AVAILABLE INFORMATION

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission ("Commission").

         Participants will be provided with the Company's Annual Report which
will contain financial information that has been audited and reported on, with
an opinion expressed, by an independent certified public accountant.

         The reports, proxy and information statements and other information
filed by the Company with the Commission can be inspected and copied at the
Commission's offices at 450 Fifty Street, N.W., Washington, D.C.  20549, and at
the Commission's regional offices located at 219 South Dearborn Street, Chicago,
Illinois 60604.  Copies of such material can also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.

         The securities of the Company are traded on the American Stock
Exchange.  Reports, proxy and information statements, and other information
concerning the Company can be inspected at the exchange.

         The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, additional
information about the Plan and the administrators thereof, a copy of any and all
of the information that has been incorporated by reference in this Prospectus
(not including exhibits to the information that is incorporated by reference
unless such exhibits are specifically incorporated by reference into the
information that this Prospectus incorporates).  Requests for the foregoing
materials should be made to the Vice President of Finance, Schult
Homes Corporation, 1800 S. Main Street, Elkhart, Indiana  46514 (Telephone:
219-294-3574).

                                          1

<PAGE>

                                       THE PLAN

GENERAL INFORMATION

         The Company, with executive offices at 221 U.S. Highway 20, 
Middlebury, Indiana 46540, telephone (219) 825-5881, has adopted the Schult 
Homes Corporation 1995 Share Incentive Plan, effective October 19, 1995 (the 
"Plan").

         Under the Plan, options to purchase the Company's Common Shares may 
be granted to key employees of the Company, as defined in the Plan itself, in 
the form of Non-Qualified Share Options.  This Prospectus provides additional 
information concerning the Plan.

         Under the Plan the Company may grant certain employees an option on 
(i.e. the right to buy) a specified number of the Company's Common Shares (the 
"Shares") during a period generally running from the date of grant of the 
option and continuing for up to ten years.  The option price is set by a 
Committee as of the date of the grant of the option, but (See "Administration 
of the Plan", p. 3)  will be not less than the fair market value of the 
Shares (as defined in the Plan).  The purchase price for the Shares will be 
paid entirely by the eligible employee.  No additional fees or expenses will 
be assessed against the employee.

         The receipt of an option affords an employee the opportunity to 
benefit from possible appreciation in the market price or value of the 
Company's shares occurring subsequent to the date of grant, with no capital 
investment required until the employees actual exercise of the option.

PURPOSE OF THE PLAN

         The successful conduct of the Company's operations is largely 
dependent on the judgment and interest of its employees holding important 
positions.  The Company believes its interests are served by motivating such 
employees to further the long-range goals of the Company and its subsidiaries 
and by furthering the identity of interests of such employees and the 
Company's shareholders through increased employee ownership. The Company also 
anticipates that offering competitive incentive compensation opportunities 
will help attract and retain executives and other key employees for the 
Company and its subsidiaries who possess outstanding ability.

COMMENCEMENT OF THE PLAN

         The Plan was adopted by the Company's Board of Directors and 
approved by Company shareholders on October 19, 1995.  The total number of 
securities to be offered pursuant to the Plan are 300,000 Common Shares of 
the Company, consisting of authorized but unissued shares or reacquired 
shares held by the Company as treasury shares, including shares purchased in 
the open market.  The Plan generally permits adjustment in this number by the 
Company's Board of Directors to reflect increases in common shares resulting 
from share splits, mergers or other changes in the corporate structure of the 
Company.

                                          2

<PAGE>

DURATION OF THE PLAN

         The Plan contains no date of termination.  Options under the Plan 
may be granted until the earlier of (a) the issuance of the maximum number of 
Shares available under the Plan or (b) termination of the Plan by the 
Company's Board of Directors.  The Board may terminate the Plan at any time.  
Termination of the Plan will not adversely affect the validity of the terms 
of any grant previously made to a participant in any way adverse to the 
participant without the consent of the participant.

ADMINISTRATION OF THE PLAN

         The Committee administering the Plan is the Compensation Committee, 
composed of at least two (2) members of the Board of Directors of the Company 
who are "Disinterested Persons" as defined in the Plan.  "Disinterested 
Persons" are defined in the Plan as directors who are not, either during 
service on the Committee or during the one (1) year preceding service on the 
Committee, granted equity securities pursuant to the Plan or any other plan 
of the Company or a subsidiary.  However, directors will not be disqualified 
from serving on the Committee if they participate in the following: (a) a 
formula plan as defined by Regulation Section 240.16b-3(c)(2)(ii); (b) a 
securities acquisition plan meeting the conditions set forth at Regulation 
Section 240.16b-3(d)(1); (c) a director's fee in either cash or securities; 
and (d) administration of a plan that does not permit participation by 
directors.

        The Committee has the authority to interpret the provisions of the 
Plan and adopt, amend, rescind rules and regulations for the administration 
of the Plan.  It can establish or determine (a) the individuals to whom 
options shall be granted; (b) the purchase price of the Shares covered by 
each option, subject to limitations discussed herein; (c) the number of 
Shares to be optioned under each grant; (d) the period within which each 
option may be exercised; (e) any additional limitations restrictions or 
conditions upon options; and (f) the terms and conditions of each Share 
Option Agreement between the Company and the optionee.

         The Board of Directors of the Company may increase the size of the 
Committee and appoint additional members, remove members, and appoint new 
members in substitution by a majority vote.  However, all Committee members 
must at all times be Disinterested Persons.

         The Committee is presently composed of members of the Board of 
Directors of the Company hereinafter named.  None of the Committee members 
are officers or employees of the Company or any of its subsidiaries.  Thus, 
no member of the Committee is currently eligible, nor has any member been 
eligible in the last year, to participate under the Plan (with the exemptions 
noted above) or any other plan of the Company or its subsidiaries.  Committee 
members, and their addresses, are as follows:

                                          3

<PAGE>

         Robert J. Deputy, Godfrey Conveyor Co., Inc. 22787 County Road 14,
         Elkhart, IN  46516
         Donald R. Pletcher, Damon Corporation, 52570 Paul Drive, Elkhart, IN
         46514
         Todd Goodwin, Gibbons, Goodwin, van Amerongen, 600 Madison Avenue, New
         York, NY  10022


MODIFICATIONS OF THE PLAN

         The Board of Directors may modify the Plan as it deems advisable, 
but may not, without majority vote of the Company's shareholders (a) except 
as described above in connection with share splits, merges or other changes 
in the corporate structure of the Company, increase the number of common 
shares issuable; (b) reduce the minimum option price; (c) increase the 
maximum period during which options may be exercised;  (d) amend standards 
for participation in the Plan.

EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN

         The Committee may select optionees from among the officers and other 
key employees of the Company or its subsidiaries designated on page 11 of 
this Prospectus.  In selecting the individuals to whom options are granted, 
as well as in determining the number of Shares subject to each option, the 
Committee will take into consideration such factors as it deems relevant in 
connection with accomplishing the purpose of the Plan.  (See "Purpose of the 
Plan" on page 2 of the Prospectus).  The Plan does not provide for any 
maximum or minimum amount of Shares which may be provided any executive 
officer or other key employee.  An individual who has been granted an option 
may, if he is otherwise eligible, be granted an additional option or options 
if the Committee so determines.

         The Company anticipates granting options to approximately twenty (20)
officers and key employees of the Company and its subsidiaries.

OPTION PRICE

         The purchase price of Shares of the Company granted under the Plan 
is the price set by the Committee, which may not be less than the fair market 
value of the Shares

                                          4

<PAGE>

on the date the option is granted.  Pursuant to the Plan "fairmarket value"
means the closing price of the Company's Shares as reported by the American
Stock Exchange on the day preceding the date of the option grant.  Once the
price has been established by the appropriate option agreement, the price
may not be increased, subject to adjustments in connection with share 
splits, mergers or other changes in corporate structure of the Company by the 
Board of Directors.

TERMS AND CONDITIONS FOR ISSUANCE OF OPTIONS

         Under the Plan the Committee is given the authority to designate the
terms and conditions of each Share Option Agreement between the Company and an
optionee, as it shall deem appropriate in light of the purposes and objectives
of the Plan.

         When an option is granted under the Plan, the Company will send the
employee an agreement containing the terms and conditions of the option.  The
employee, in order to participate in the Plan as an optionee, must sign and
return the agreement to the Committee or its designee.

         No optionee under the Plan will have any rights of a shareholder of
the Company with respect to the Shares covered by his or her option until
exercise and issuance of the Shares to the optionee.

EXERCISE OF AN OPTION

         Employees may purchase Shares during the period that an option is 
exercisable by delivering a written notice to the Company at its principal 
office by registered or certified mail stating the number of Shares with 
respect to which the option is being exercised and specifying a date not less 
than five nor more than 15 days after the receipt of such notice on which 
payment for the Shares will be made.  The purchase price of any Shares as to 
which an option is exercised is to be paid in full at the time of the 
purchase.  The purchase price may be paid in cash, or at the election of the 
Committee, in previously acquired Company Shares with an aggregate Fair 
Market Value equal to the purchase price. For the purposes of establishing 
the value of the surrendered shares, "Fair Market Value" means the closing 
price of a Share of the Company as reported by the American Stock Exchange on 
the day preceding the date of exercise.  If permitted by the Committee the 
purchase price can also be paid in any combination of cash and such Shares of 
the Company.  If an option granted under the Plan expires or terminated for 
any reason without having been exercised in full, those Shares not purchased 
shall become available for other options under the Plan, unless the Plan 
itself has terminated.

WHEN THE OPTION MAY BE EXERCISED

         Under the Plan an option is exercisable during such period or periods
and in such installments as are designated by the Committee at the time the
option is granted, provided that each option shall expire no later than ten
years from the date in which it is

                                          5

<PAGE>


granted.

         Generally no option may be exercised prior to the first yearly
anniversary of the date upon which the option was granted, except in the
discretion of the Committee, when the optionee terminates employment with the
Company or its subsidiaries as a result of death, disability or retirement.  The
Committee may also place "vesting" restrictions on the options, causing them to
become exercisable in "stages" over the life of the option.  These restrictions
may be placed upon the options by the Committee at the time the options are
granted.  However, options will become immediately exercisable in full in the
event a Change in Control occurs in the Company or its subsidiaries.  While the
definition of a "Change in Control" is complex, it may be summarized as an event
which would (1) require disclosure or reporting under applicable securities
laws; (2) result in a person or group owning thirty percent (30%) of the
Company, combined with the election by such person or group of one or more
members of the Board of Directors of the Company or its Subsidiaries; (3) result
in a person or group owning fifty percent (50%) of the Company; or (4) have the
effect of placing control of the Company in a person or group other than the
present shareholders of the Company.

EFFECT OF TERMINATION OF EMPLOYMENT ON THE EXERCISE OF THE OPTION

         Under the Plan if an individual ceases to be employed by the Company,
including its subsidiaries, his option terminates within sixty (60) days after
the date the individual's employment terminates; provided, that if the cessation
of employment is due to discharge for good cause, death, disability or
retirement, other time periods apply.  If the individual's employment terminates
for good cause as defined in the Plan, the individual's option terminates
immediately.  If the individual's employment with the Company or its
subsidiaries ceases because of death or disability, then the option may be
exercised until the first anniversary of the date of death or disability.  If
the individual retires from the Company or its subsidiaries, the option must be
exercised no later than the first anniversary of the date of retirement or an
extension for the date of exercise must be obtained from the Committee.

         When an optionee terminates employment with the Company within one (1)
year after the date of a Change in Control, as defined in Section 3.6 of the
Plan, and as generally described above in "When the Option May be Exercised" on
page 5, the option shall remain exercisable for a period of three (3) months
following such termination of employment, subject, of course, to the normal
expiration date of the option.

RESALE RESTRICTIONS

         Options granted pursuant to the Plan may not be transferred except by
will or the laws of descent and distribution.  Only the participant may exercise
the option during the participant's lifetime.

                                          6

<PAGE>

         "Affiliates" of the Company (the definition of which in the Rules of
the Commission is very broad and may include certain officers and directors of
the Company and others) may not re-offer or resell any Shares purchased upon
exercise of options covered hereunder except pursuant to Rule 144 of the
Securities Act of 1933 ("Rule 144" and the "Act"), pursuant to any other
applicable exemption from registration under the Act, or pursuant to an
effective registration statement under the Act.  In addition, Section 16 of the
Exchange Act may restrict resales by any officer, director or 10% shareholder of
the Company, and the registration requirements of any applicable state
securities laws may also restrict resales of such Shares by an optionee.
Optionees should consult their attorneys prior to the sale of any Shares
purchased pursuant to options for advice as to compliance with applicable legal
requirements on resale or otherwise.

EFFECT OF SHARE SPLITS

         Under the Plan, the Committee may make such provisions as the Board 
of Directors may determine to be appropriate for the adjustment of the number 
and class of shares subject to each outstanding option and the option prices, 
in the event of changes in the outstanding Shares of the Company by reason of 
share dividends, share splits, recapitalization, reclassification, mergers, 
consolidation, combinations or exchanges of shares.

                            DESCRIPTION OF CAPITAL SHARES

COMMON SHARES

         The authorized capital of the Company consists of 10,000,000 Shares,
no par value, and 2,000,000 Preferred Shares, $100 par value.  There are
3,731,032 Shares issued and outstanding as of the close of business on September
15, 1995, and no Preferred Shares outstanding.  Each Share is entitled to one
vote.

         There are no Preferred Shares outstanding and the Company has no
present intention of issuing any Preferred Shares.  The Preferred Shares, when
issued, have preference on liquidation, at their $100 par value.  Preferred
Shares also have preference over payment of dividends unless and until $2.00 per
share is paid on Preferred Shares during any fiscal year.

         Holders of Shares are entitled to receive dividends as declared, from
time to time, by the Board of Directors out of funds legally available therefor.
There are additional restrictions on dividend payments pursuant to the Credit
Agreement between the Company, NBD Bank, N.A. and NBD Bank.  In the event of the
liquidation, dissolution or winding up of the Company, the holders of Shares are
entitle to share ratably in all assets remaining after payment of liabilities.
The Shares have no preemptive or conversion rights and are

                                          7

<PAGE>

not subject to further calls or assessments by the Company.  There are no
sinking fund provisions applicable to the Shares.  The Shares being sold by the
Company in this offering will be, and all currently outstanding Shares of the
Company are, duly authorized, validly issued, fully paid and nonassessable.

         Executive officers and directors of the Company and their affiliates
and certain other shareholders own 405 Shares that are "restricted" securities
within the meaning of Rule 144, and may not be sold without registration or an
exemption from registration such as under Rule 144.  Except for the restrictions
on sale noted below, such persons may sell their Shares at any time under Rule
144, subject to volume limitations contained in Rule 144.

         Restricted Shares are available for sale under the provisions of Rule
144 on the open market.  No precise predictions can be made as to the effect, if
any, that sales of restricted shares will have on the market price prevailing
from time to time.  Nevertheless, sales of substantial amounts of restricted
shares in the public market could adversely affect prevailing market prices.

         Sections 23-1-43-1 through -24 of the Indiana Business Corporation Law
("IBCL") prohibit certain business combinations, including mergers, sales of
assets, recapitalizations, and reverse stock splits, between certain
corporations (which would include the Company) and an interested shareholder,
defined as the beneficial owner of 10% or more of the voting power of the
outstanding voting shares, for five years following the interested shareholder's
acquisition date, unless the acquisition was approved in advance by the Board of
Directors.  Moreover, the business combination must meet all requirements of the
Company's Amended Articles of Incorporation as well as the requirements
specifically set out in the IBCL.

         Several price and procedural requirements of the IBCL must be
satisfied unless the Board of Directors approves the interested shareholder's
acquisition in advance, or the business combination is approved by a majority
vote of Shares not held by the interested shareholder or its affiliates, no
earlier than five years after the interested shareholder's acquisition date.
First, the aggregate amount of cash and the market value of non-cash
consideration to be received by holders of Shares must be the higher of: (i) the
highest price paid by the interested shareholder at a time when the interested
shareholder was a 5% or more beneficial owner of voting shares of the
corporation for the relevant class of Shares within a certain time period, plus
interest (less dividends paid, up to the amount of interest): and (ii) the
highest preferential amount per share to which holders of such class of
securities are entitled in the event of voluntary dissolution, plus dividends
declared or due; and (iii) the market value of such class of securities, as of a
certain date, plus interest (less dividends paid, up to the amount of interest).
Third, the consideration to be received by holders of a particular class must be
distributed promptly and paid in cash or in the same form as the interested
shareholder used to acquire the largest number of shares it owns in that class.
Finally, the interested shareholder must not have become the beneficial owner

                                          8

<PAGE>

of any more voting securities since it became an interested shareholder, with
certain exceptions.

         Sections 23-1-42-1 through -11 of the IBCL regulate control share
acquisitions of shares of an Indiana corporation with greater than 100
shareholders that place a shareholder (or group of shareholders) in any of the
following three categories of voting power:  one-fifth or more but less than
one-third of all voting power of the corporation, one-third or more but less
than a majority of all voting power of the corporation; and a majority or more
of all voting power of the corporation.  If a shareholder acquires shares that
take his total holdings across any of these thresholds, the acquiring
shareholder is prevented from voting all shares acquired in the transaction that
causes his holdings to exceed a threshold (the "control shares") until voting
rights for the control shares are approved by a majority of the corporation's
disinterested shares.  In the event that shareholder acquires voting rights with
respect to a majority of the corporation's voting power in a control share
acquisition, all shareholders are entitled to dissenters' rights as defined
under Indiana law.

         The above described provisions of the Company's Amended Articles of
Incorporation, By-Laws and the IBCL may have the effect of deterring tender or
exchange offers for the Company's Shares.  Such provisions also may have the
effect of maintaining incumbent management or of discouraging or defeating
proposals that might be viewed as favorable by the holders of a majority of
Shares.


                                 FEDERAL TAX EFFECTS

         The discussions set forth herein are not intended as a comprehensive
discussion of all tax aspects of the Plan.  Some provisions of the Internal
Revenue Code ("IRC") have only been summarized, and additional rules may be
contained in regulations yet to be issued.  In addition, significant changes in
applicable tax laws may be made in the near future.  An employee, therefore,
should consult with his or her own tax advisor with respect to the employee's
tax consequences arising from an option.

         The Plan is not qualified under Section 401 (a) of the IRC.  Options
granted under the Plan are not intended to meet the requirements of Section 422
of the IRC.  An optionee granted an option under the Plan generally does not
realize taxable income at the time the option is granted.  The purchase of the
optioned stock triggers tax consequences for the optionee.  The optionee must
recognize ordinary income in the amount of the value of the stock purchased,
less any amounts paid for the stock.  The Company is allowed to deduct the value
of the option as a business expense for the tax year in which the option is
included in the gross income of the employee.  The deduction amount for the
Company is the same as the amount included by the employee in gross income.

         Because the amount of ordinary income realized by the optionee will be
treated as compensation, it will likely be subject to applicable withholding of
federal and

                                          9

<PAGE>



state income taxes and social security taxes.  The Company will make 
arrangements with the optionee, prior to the delivery of any stock purchased, 
for the payment by the optionee of the amount of money required to be 
withheld by the optionee's employer.  Under the Plan, the Committee may allow 
the withholding tax to be paid may be paid by an optionee's surrender of 
equivalent value in Company Shares.

         The basis of Shares in the hands of the optionee after exercise will 
be equal to the price paid by the optionee for the shares plus the amount of 
ordinary income realized upon exercise.  A subsequent gain or loss on sales 
of the Shares will be taxed at ordinary income tax rates.

         Each optionee is advised to consult his or her own tax advisor with
respect to the status and tax consequences of recent legislation upon an option
or an acquisition of Shares in the Company.

         An optionee who pays for option shares with previously acquired Shares
of the Company will not recognize gain or loss on the Shares surrendered.  Both
the holding period and the basis of the original Shares will carry over into the
new Shares if the option Shares are equal in number to the Shares surrendered.
If Shares received exceed Shares surrendered, excess Shares have a basis equal
to cash paid upon exercise plus the amount included in income as compensation,
with the holding period running from the date the excess Shares were acquired.


                   EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974

         No employees are presently participating in the Plan and the Plan is
not subject to the Employment Retirement Income Security Act of 1974 ("ERISA").


                              INVESTMENT CONSIDERATIONS

         All participants in the Plan, as key executives and officers of the
Company, are presumed to have in depth knowledge of the manufactured housing
business and industry and any risks attendant to either the business or industry
will not be addressed in the Prospectus.  However, the Participants may not be
aware that the Shares have historically not traded in great volume and so the
market demand for the Shares may not be great.



                                          10

<PAGE>


MANAGEMENT CONTROL

         All directors and officers of the Company currently control 19.6% of
the outstanding Shares.  Because management control is less than 50% of the
outstanding Shares, other shareholders could potentially engage in proxy
solicitation and garner a majority of the Shares and ultimately replace existing
directors and officers.  Such a takeover fight could have a negative effect on
the market value of the Shares and consequently the Participant's could either
receive less profit when they exercise their options and sell their Shares or
they could have to wait longer to sell their Shares to be able to realize any
profit at all.

REPURCHASE OF ISSUED SHARES

         Participants should be aware that on February 15, 1995 the Board of
Directors authorized a resolution to repurchase up to 350,000 Shares at a
maximum price of $11.00.  The effect of the Company's repurchase of Shares will
be to increase the proportionate share in the Company represented by each
outstanding Share.

DILUTION
         The Common Shares issued pursuant to the Plan, and the number of
Shares subject to options, are subject to dilution in the event the Board of
Directors decides to issue any of the authorized and unissued shares.  There are
other existing option plans, pursuant to which the Board may also issue Shares
in its discretion, from time to time.


                                 OUTSTANDING OPTIONS

         As of December 31, 1995, the Company had  granted 80,000 options under
the Plan.

         In 1986 the Board of Directors adopted and the Company's shareholders
approved the reservation of 75,000 Shares under an Employee Stock Option Plan.
Of the Shares reserved for issuance, options to purchase 27,364 Shares have been
exercised as of December 31, 1995.  Options under the plan are "incentive stock
options", which are intended to qualify under Section 422 of the Internal
Revenue Code of 1986, as amended.

         In September of 1986, the Company granted options to 33 employees to
purchase 24,125 Shares, of which options to purchase 19,250 Shares have been
exercised.  Except for the options to purchase 1,250 Shares granted to each of
Walter E. Wells, Francis Kennard and John Guequierre at an exercise price of
$.44 per Share which expired in September 1991, such options were exercisable at
a price of $.40 per Share until September 1996.  In September, 1987 the Company
granted options to 21 employees to purchase 22,507 Shares of which options to
purchase 8,114 have been exercised as of the date hereof.  Such options are
exercisable at a price of $3.00 per Share until September 1997.



                                          11

<PAGE>


         On March 3, 1990, the Board of Directors approved an Employee Share
Purchase Plan.  Under the Plan, employees are permitted to purchase authorized
and unissued Shares of the Company at fair market value, from time to time via
payroll deductions.  The aggregate number of Shares available for this purpose
is 100,000 for the 10 years ending October 31, 1999.  As of December 31, 1995,
8,789 Shares had been purchased pursuant to this plan.

         The fair market value of a single Share at the close of business on
October 18, 1995, was $15.25.  Based upon option prices for the options
outstanding at October 18, 1995, the approximate value as of that date, of all
outstanding options under the previous plan was $248,708.00 (calculated by
subtracting the option price for all outstanding options from the fair market
value of all shares which are the subject of such outstanding options).  All
such options are at this time exercisable.


                             SUBSIDIARIES OF THE COMPANY

         Officers and key employees of the following subsidiaries of the
Company may be entitled to participate under the Plan:

         1.  Marlette Homes, Inc., an Indiana corporation;
         2.  Elkhart Capital Corp., an Indiana corporation;
         3.  Schult Homes-Georgia Corporation, a Georgia corporation.

                           UPDATING PROSPECTUS INFORMATION

         The information contained in this Prospectus may, from time to time,
be updated, amended or modified.  To accomplish such updating, amendment or
modification, the Company reserves the right to provide participants in the Plan
with new information in the form of an appendix to this Prospectus.  Such a
procedure is known as appendix updating in conjunction with an "evergreen"
Prospectus, and this Prospectus must be read only in conjunction with, and as
updated, amended or modified by such appendices.


                                       PART II
                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


                   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Company incorporates by reference into this Prospectus the
following documents:

         (a)  The Company's latest annual report filed pursuant to Section 13
              or 


                                          12

<PAGE>


             15(d) of the Exchange Act or the latest prospectus filed pursuant
                   to Rule 424(b) or (c) under the Act which contains, either
                   directly or by incorporation by reference, certified 
                   financial statements for the Company's latest fiscal year
                   for which such statements have been filed;

         (b)  All other reports filed pursuant to Section 13 (a) or 15(d) of
              the Exchange Act since the end of the fiscal year covered by the
              annual reports or the Prospectus referred to in subparagraph (a)
              above; and

         (c)  The description of the Company's Shares which is contained in any
              registration statement filed under the Exchange Act, including
              any amendment or report filed for the purpose of updating such
              description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Prospectus and to be a part hereof from the
date of filing of such documents.


                              DESCRIPTION OF SECURITIES

         The Shares are registered under Section 12 of the Exchange Act, and
the Plan interests are not being registered.


                                 INTEREST OF COUNSEL

         Certain legal matters in connection with the Shares offered hereby are
being passed upon for the Company by Baker & Daniels, Elkhart, Indiana.  Kennard
R. Weaver, a partner in Baker & Daniels, General Counsel and Secretary to the
Company, beneficially owns 6,002 Shares of the Company.  Mr. Weaver is not an
"officer" of the Company within the meaning of the Act.


                      INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Article X of the Company's Articles of Incorporation provides that the
Company shall indemnify its directors and officers to the fullest extent
permitted by the Indiana Business Corporation Law.

         Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the


                                          13

<PAGE>


foregoing provisions, or otherwise, the Company has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                         EXEMPTION FROM REGISTRATION CLAIMED

         The Shares to be registered are not being reoffered or resold and
therefore no exemption is being claimed.


                                       EXHIBITS

         1995 Schult Homes Corporation Share Incentive Plan
         Opinion of Baker & Daniels as to legality of Shares being registered
         Consent of Baker & Daniels
         Consent of KPMG Peat Marwick


                                     UNDERTAKINGS

         A.  The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the Prospectus to each employee to whom the Prospectus is
sent or given a copy of the registrant's annual report to shareholders for its
last fiscal year, unless such employee otherwise has received a copy of such
report, in which case the registrant shall state that it will promptly furnish,
without charge, a copy of such report on written request of the employee.  If
the last fiscal year of the registrant has ended within 120 days prior to the
use of the Prospectus, the annual report for the preceding fiscal year may be so
delivered, but within such 120 day period the annual report for the last fiscal
year will be furnished to each such employee.

         B.  The undersigned registrant hereby undertakes to transmit or cause
to be transmitted to all employees participating in the Plan who do not
otherwise receive such material as shareholders of the registrant, at the time
and in the manner such material is sent to its shareholders, copies of all
reports, proxy statements and other communications distributed to its
shareholders generally.

                                      14


<PAGE>


         C.  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         D.  The undersigned registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
              made, a post-effective amendment to this registrations:
              (i)     To include any Prospectus required by Section 10(a)(3) of
                      the Act;
              (ii)    To reflect in the Prospectus any facts or events arising
                      after the effective date of the registration statement
                      (or the most recent post-effective amendment thereof)
                      which, individually or in the aggregate, represent a
                      fundamental change in the information set forth in the
                      registration statement;
              (iii)   To include any material information with respect to the
                      plan of distribution not previously disclosed in the
                      registration statement or any material change to such
                      information in the registration statement;

         Provided, however, that paragraphs 1(i) and 1(ii) do not apply if the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed by the
         registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
         that are incorporated by reference in the registration statement.

         (2)  That, for the purpose of determining any liability under the Act,
              each such post-effective amendment shall be deemed to be a new
              registration statement relating to the securities offered
              therein, and the offering of such securities at that time shall
              be deemed to be the initial bona fide offering thereof.

         (3)  To remove from registration by means of post-effective amendment
              any of the securities being registered which remain unsold at the
              termination of the offering.

    E.   (1)  The undersigned registrant hereby undertakes to deliver or cause
              to be delivered with the Prospectus, to each person to whom the
              Prospectus is sent or given, the latest annual report to security
              holders that is incorporated by reference in the Prospectus and
              furnished pursuant to and meeting the requirements of Rule 14a-3
              or Rule 14c-3 under the

                                          15

<PAGE>

              Exchange Act.

         (2)  Where interim financial information required to be presented by
              Article 3 of Regulation S-X is not set forth in the Prospectus,
              to deliver or cause to be delivered to each person to whom the
              Prospectus is sent or given, the latest quarterly report that is
              specifically incorporated by reference in the Prospectus to
              provide such interim financial information.

    F.   Insofar as indemnification for liabilities arising under the Act may
         be permitted to directors, officers and controlling persons of the
         registrant pursuant to the foregoing provisions, or otherwise, the
         registrant has been advised that in the opinion of the Commission such
         indemnification is against public policy as expressed in the Act and
         is, therefore, unenforceable.  In the event that a claim for
         indemnification against such liabilities (other than the payment by
         the registrant of expenses incurred or paid by a director, officer or
         controlling person of the registrant in the successful defense of any
         action, suit or proceeding) is asserted by such director, officer or
         controlling person in connection with the securities being registered,
         the registrant will, unless in the opinion of its counsel the matter
         has been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question whether such indemnification by
         it is against public policy as expressed in the Act and will be
         governed by the final adjudication of such issue.


                                      SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Middlebury, State of Indiana, on the 19th day of
March, 1996.

SCHULT HOMES CORPORATION

   /s/ Walter E. Wells
---------------------------------
By (Signature and Title)
Walter E. Wells, President

         KNOW ALL PERSONS BY THESE PRESENTS that the undersigned directors
and/or officers of Schult Homes Corporation, an Indiana corporation, hereby
constitute and appoint Walter E. Wells, the true and lawful agent and attorney-
in-fact of the undersigned with full power and authority in said agent and
attorney-in-fact, to sign for the undersigned and in their respective names any
amendment or amendments to this registration statement, hereby ratifying and
confirming all acts taken by such agent and

                                          16

<PAGE>

attorney-in-fact, as herein authorized.


    Signature                          Title                         Date
    ---------                          -----                         ----

   /s/ Todd Goodwin
---------------------------------      Director                      3/19/96
Todd Goodwin

  /s/ Walter E. Wells
---------------------------------      Director and President        3/19/96
Walter E. Wells


---------------------------------      Director                      3/  /96
Walter O. Wells

  /s/ John P. Guequierre
---------------------------------      Director and President        3/19/96
John P. Guequierre                     Manufactured Housing

  /s/ Francis Kennard
---------------------------------      Director and Senior           3/19/96
Francis Kennard                        Vice President, Marketing

  /s/ Donald Pletcher
---------------------------------      Director                      3/19/96
Donald Pletcher

  /s/ Robert J. Deputy
---------------------------------      Director                      3/19/96
Robert J. Deputy

  /s/ Frederick A. Greenawalt
---------------------------------      Principal Accounting          3/19/96
Frederick A. Greenawalt                Officer

                                          17

<PAGE>

         Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Middlebury, State of
Indiana, on March 19, 1996.

Schult Homes Corporation                    
1995 Share Incentive Plan              Title                         Date 
-------------------------              ------                        ----

   /s/ Donald Pletcher
---------------------------------      Compensation Committee        3/19/96
Donald Pletcher                        Member and Director

   /s/ Robert J. Deputy
---------------------------------      Compensation Committeer
Robert J. Deputy                       Member and Director           3/19/96

   /s/ Todd Goodwin
---------------------------------      Compensation Committee
Todd Goodwin                           Member and Director           3/19/96

                                          18

<PAGE>

                                    EXHIBIT INDEX

EXHIBIT                                                EXHIBIT

    Instruments Defining Rights                            4
    of Security Holders

*        a.   Schult Homes Corporation
              1995 Share Incentive Plan                    

**        b.   Article X of the Articles of
              Incorporation of Schult Homes
              Corporation                                  

    Opinion and Consent of Baker & Daniels                 5

    Consents

              Consent of Certified
              Public Accountant                           23


*    Previously filed with the Securities and Exchange Commission and 
     subsequently amended.
**   Previously filed with the Securities and Exchange Commission.

                                          19
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 53611}]
{"company-data": {"conformed-name": "SCHULT HOMES CORP", "cik": "0000803349", "assigned-sic": "2452", "irs-number": "351608892", "state-of-incorporation": "IN", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-01819", "film-number": "96536433"}, "business-address": {"street1": "221 US 20 WEST", "street2": "P O BOX 151", "city": "MIDDLEBURY", "state": "IN", "zip": "46540", "phone": "2198255881"}}
Registration No. 33 -
--------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549
                         ------------------------------------
                                       FORM S-8
                                REGISTRATION STATEMENT
                                        Under
                              The Securities Act of 1933
                         ------------------------------------
                               SCHULT HOMES CORPORATION
--------------------------------------------------------------------------------
                  (Exact name of issuer as specified in its charter)
          Indiana                                    35-1608892
--------------------------------                    ---------------------------
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                   Identification No.)

221 U.S. Highway 20, Middlebury, Indiana                              46540
----------------------------------------                       ----------------
(Address of Principal Executive Offices)                             (Zip Code)

                  SCHULT HOMES CORPORATION 1995 SHARE INCENTIVE PLAN
                  --------------------------------------------------
                               (Full title of the plan)

                          Kennard R. Weaver, General Counsel
                         M. Angella Castille, General Counsel
                               Schult Homes Corporation
                           301 South Main Street, Suite 307
                               Elkhart, Indiana  46516
                -----------------------------------------------------
                       (Name and address of agent for service)

                                   (219) 296-6000
                     -------------------------------------------
            (Telephone number, including area code, of agent for service)

Approximate date of commencement of sales pursuant to this Registration
Statement:  October 19, 1996.
          
                           CALCULATION OF REGISTRATION FEE
Title of securities     Amount to be   Proposed maximum   Proposed maximum          Amount of
to be registered        Registered     Offering Price     Aggregate Offering        Registration
fee                                    Per Share          Price
Common Shares,            300,000      $15.25*                $4,575,000            $155.55
 no par value             shares
*Based on last sale of Common Shares on American Stock Exchange on 10/18/95, as
reported.
SCHULT HOMES CORPORATION
                                CROSS-REFERENCE SHEET

Cross Reference Sheet Pursuant to Item 501(b) of Regulation S-K

     Registration Statement
    Item Number and Caption                 Heading in Prospectus
    -----------------------                 ---------------------

1.  Plan Information                         The Plan
2.  Registrant Information and
    Employee Plan Annual Information         Available Information

                                          i
TABLE OF CONTENTS
Page
                                                                            ----
THE PLAN.......................................................................2

DESCRIPTION OF CAPITAL SHARES..................................................7

FEDERAL TAX EFFECTS............................................................9

EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974...............................10

INVESTMENT CONSIDERATIONS.....................................................10

OUTSTANDING OPTIONS...........................................................11

SUBSIDIARIES OF THE COMPANY...................................................12

UPDATING PROSPECTUS INFORMATION...............................................12

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................12

DESCRIPTION OF SECURITIES.....................................................13

INTEREST OF COUNSEL...........................................................13

INDEMNIFICATION OF DIRECTORS AND OFFICERS.....................................13

EXEMPTION FROM REGISTRATION CLAIMED...........................................14

EXHIBITS......................................................................14

UNDERTAKINGS..................................................................14

SIGNATURES....................................................................16
ii
PROSPECTUS

                               SCHULT HOMES CORPORATION
                              Middlebury, Indiana  46540

                              --------------------------

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

                              -------------------------

         This Prospectus relates to the offering by Schult Homes Corporation,
an Indiana corporation (the "Company"), of 300,000 of its Common Shares, no par
value (the "Shares"), issuable upon exercise of options under the Schult Homes
Corporation 1995 Share Incentive Plan (the "Plan").

         The Company's principal executive office is located at 221 U.S.
Highway 20, Middlebury, Indiana 46540, telephone number (219) 825-5881.

                              -------------------------

         The date of this Prospectus is March 19, 1996.

                              -------------------------
PART I

         No person has been authorized to give any information or to make any
representations, other than as contained herein, or incorporated by reference,
in connection with the offer contained in this Prospectus, and if given or made,
such information or representations must not be relied upon as having been
authorized by the Company.  Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date hereof.  This
Prospectus does not constitute an offer to sell, or a solicitation of an offer
to buy, any of the securities to which this Prospectus relates in any state or
other jurisdiction in which such offer or solicitation may not be lawfully made.

                                AVAILABLE INFORMATION

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission ("Commission").

         Participants will be provided with the Company's Annual Report which
will contain financial information that has been audited and reported on, with
an opinion expressed, by an independent certified public accountant.

         The reports, proxy and information statements and other information
filed by the Company with the Commission can be inspected and copied at the
Commission's offices at 450 Fifty Street, N.W., Washington, D.C.  20549, and at
the Commission's regional offices located at 219 South Dearborn Street, Chicago,
Illinois 60604.  Copies of such material can also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.

         The securities of the Company are traded on the American Stock
Exchange.  Reports, proxy and information statements, and other information
concerning the Company can be inspected at the exchange.

         The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, additional
information about the Plan and the administrators thereof, a copy of any and all
of the information that has been incorporated by reference in this Prospectus
(not including exhibits to the information that is incorporated by reference
unless such exhibits are specifically incorporated by reference into the
information that this Prospectus incorporates).  Requests for the foregoing
materials should be made to the Vice President of Finance, Schult
Homes Corporation, 1800 S. Main Street, Elkhart, Indiana  46514 (Telephone:
219-294-3574).

                                          1
THE PLAN

GENERAL INFORMATION

         The Company, with executive offices at 221 U.S. Highway 20, 
Middlebury, Indiana 46540, telephone (219) 825-5881, has adopted the Schult 
Homes Corporation 1995 Share Incentive Plan, effective October 19, 1995 (the 
"Plan").

         Under the Plan, options to purchase the Company's Common Shares may 
be granted to key employees of the Company, as defined in the Plan itself, in 
the form of Non-Qualified Share Options.  This Prospectus provides additional 
information concerning the Plan.

         Under the Plan the Company may grant certain employees an option on 
(i.e. the right to buy) a specified number of the Company's Common Shares (the 
"Shares") during a period generally running from the date of grant of the 
option and continuing for up to ten years.  The option price is set by a 
Committee as of the date of the grant of the option, but (See "Administration 
of the Plan", p. 3)  will be not less than the fair market value of the 
Shares (as defined in the Plan).  The purchase price for the Shares will be 
paid entirely by the eligible employee.  No additional fees or expenses will 
be assessed against the employee.

         The receipt of an option affords an employee the opportunity to 
benefit from possible appreciation in the market price or value of the 
Company's shares occurring subsequent to the date of grant, with no capital 
investment required until the employees actual exercise of the option.

PURPOSE OF THE PLAN

         The successful conduct of the Company's operations is largely 
dependent on the judgment and interest of its employees holding important 
positions.  The Company believes its interests are served by motivating such 
employees to further the long-range goals of the Company and its subsidiaries 
and by furthering the identity of interests of such employees and the 
Company's shareholders through increased employee ownership. The Company also 
anticipates that offering competitive incentive compensation opportunities 
will help attract and retain executives and other key employees for the 
Company and its subsidiaries who possess outstanding ability.

COMMENCEMENT OF THE PLAN

         The Plan was adopted by the Company's Board of Directors and 
approved by Company shareholders on October 19, 1995.  The total number of 
securities to be offered pursuant to the Plan are 300,000 Common Shares of 
the Company, consisting of authorized but unissued shares or reacquired 
shares held by the Company as treasury shares, including shares purchased in 
the open market.  The Plan generally permits adjustment in this number by the 
Company's Board of Directors to reflect increases in common shares resulting 
from share splits, mergers or other changes in the corporate structure of the 
Company.

                                          2
DURATION OF THE PLAN

         The Plan contains no date of termination.  Options under the Plan 
may be granted until the earlier of (a) the issuance of the maximum number of 
Shares available under the Plan or (b) termination of the Plan by the 
Company's Board of Directors.  The Board may terminate the Plan at any time.  
Termination of the Plan will not adversely affect the validity of the terms 
of any grant previously made to a participant in any way adverse to the 
participant without the consent of the participant.

ADMINISTRATION OF THE PLAN

         The Committee administering the Plan is the Compensation Committee, 
composed of at least two (2) members of the Board of Directors of the Company 
who are "Disinterested Persons" as defined in the Plan.  "Disinterested 
Persons" are defined in the Plan as directors who are not, either during 
service on the Committee or during the one (1) year preceding service on the 
Committee, granted equity securities pursuant to the Plan or any other plan 
of the Company or a subsidiary.  However, directors will not be disqualified 
from serving on the Committee if they participate in the following: (a) a 
formula plan as defined by Regulation Section 240.16b-3(c)(2)(ii); (b) a 
securities acquisition plan meeting the conditions set forth at Regulation 
Section 240.16b-3(d)(1); (c) a director's fee in either cash or securities; 
and (d) administration of a plan that does not permit participation by 
directors.

        The Committee has the authority to interpret the provisions of the 
Plan and adopt, amend, rescind rules and regulations for the administration 
of the Plan.  It can establish or determine (a) the individuals to whom 
options shall be granted; (b) the purchase price of the Shares covered by 
each option, subject to limitations discussed herein; (c) the number of 
Shares to be optioned under each grant; (d) the period within which each 
option may be exercised; (e) any additional limitations restrictions or 
conditions upon options; and (f) the terms and conditions of each Share 
Option Agreement between the Company and the optionee.

         The Board of Directors of the Company may increase the size of the 
Committee and appoint additional members, remove members, and appoint new 
members in substitution by a majority vote.  However, all Committee members 
must at all times be Disinterested Persons.

         The Committee is presently composed of members of the Board of 
Directors of the Company hereinafter named.  None of the Committee members 
are officers or employees of the Company or any of its subsidiaries.  Thus, 
no member of the Committee is currently eligible, nor has any member been 
eligible in the last year, to participate under the Plan (with the exemptions 
noted above) or any other plan of the Company or its subsidiaries.  Committee 
members, and their addresses, are as follows:

                                          3
Robert J. Deputy, Godfrey Conveyor Co., Inc. 22787 County Road 14,
         Elkhart, IN  46516
         Donald R. Pletcher, Damon Corporation, 52570 Paul Drive, Elkhart, IN
         46514
         Todd Goodwin, Gibbons, Goodwin, van Amerongen, 600 Madison Avenue, New
         York, NY  10022

MODIFICATIONS OF THE PLAN

         The Board of Directors may modify the Plan as it deems advisable, 
but may not, without majority vote of the Company's shareholders (a) except 
as described above in connection with share splits, merges or other changes 
in the corporate structure of the Company, increase the number of common 
shares issuable; (b) reduce the minimum option price; (c) increase the 
maximum period during which options may be exercised;  (d) amend standards 
for participation in the Plan.

EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN

         The Committee may select optionees from among the officers and other 
key employees of the Company or its subsidiaries designated on page 11 of 
this Prospectus.  In selecting the individuals to whom options are granted, 
as well as in determining the number of Shares subject to each option, the 
Committee will take into consideration such factors as it deems relevant in 
connection with accomplishing the purpose of the Plan.  (See "Purpose of the 
Plan" on page 2 of the Prospectus).  The Plan does not provide for any 
maximum or minimum amount of Shares which may be provided any executive 
officer or other key employee.  An individual who has been granted an option 
may, if he is otherwise eligible, be granted an additional option or options 
if the Committee so determines.

         The Company anticipates granting options to approximately twenty (20)
officers and key employees of the Company and its subsidiaries.

OPTION PRICE

         The purchase price of Shares of the Company granted under the Plan 
is the price set by the Committee, which may not be less than the fair market 
value of the Shares

                                          4
on the date the option is granted.  Pursuant to the Plan "fairmarket value"
means the closing price of the Company's Shares as reported by the American
Stock Exchange on the day preceding the date of the option grant.  Once the
price has been established by the appropriate option agreement, the price
may not be increased, subject to adjustments in connection with share 
splits, mergers or other changes in corporate structure of the Company by the 
Board of Directors.

TERMS AND CONDITIONS FOR ISSUANCE OF OPTIONS

         Under the Plan the Committee is given the authority to designate the
terms and conditions of each Share Option Agreement between the Company and an
optionee, as it shall deem appropriate in light of the purposes and objectives
of the Plan.

         When an option is granted under the Plan, the Company will send the
employee an agreement containing the terms and conditions of the option.  The
employee, in order to participate in the Plan as an optionee, must sign and
return the agreement to the Committee or its designee.

         No optionee under the Plan will have any rights of a shareholder of
the Company with respect to the Shares covered by his or her option until
exercise and issuance of the Shares to the optionee.

EXERCISE OF AN OPTION

         Employees may purchase Shares during the period that an option is 
exercisable by delivering a written notice to the Company at its principal 
office by registered or certified mail stating the number of Shares with 
respect to which the option is being exercised and specifying a date not less 
than five nor more than 15 days after the receipt of such notice on which 
payment for the Shares will be made.  The purchase price of any Shares as to 
which an option is exercised is to be paid in full at the time of the 
purchase.  The purchase price may be paid in cash, or at the election of the 
Committee, in previously acquired Company Shares with an aggregate Fair 
Market Value equal to the purchase price. For the purposes of establishing 
the value of the surrendered shares, "Fair Market Value" means the closing 
price of a Share of the Company as reported by the American Stock Exchange on 
the day preceding the date of exercise.  If permitted by the Committee the 
purchase price can also be paid in any combination of cash and such Shares of 
the Company.  If an option granted under the Plan expires or terminated for 
any reason without having been exercised in full, those Shares not purchased 
shall become available for other options under the Plan, unless the Plan 
itself has terminated.

WHEN THE OPTION MAY BE EXERCISED

         Under the Plan an option is exercisable during such period or periods
and in such installments as are designated by the Committee at the time the
option is granted, provided that each option shall expire no later than ten
years from the date in which it is

                                          5
granted.

         Generally no option may be exercised prior to the first yearly
anniversary of the date upon which the option was granted, except in the
discretion of the Committee, when the optionee terminates employment with the
Company or its subsidiaries as a result of death, disability or retirement.  The
Committee may also place "vesting" restrictions on the options, causing them to
become exercisable in "stages" over the life of the option.  These restrictions
may be placed upon the options by the Committee at the time the options are
granted.  However, options will become immediately exercisable in full in the
event a Change in Control occurs in the Company or its subsidiaries.  While the
definition of a "Change in Control" is complex, it may be summarized as an event
which would (1) require disclosure or reporting under applicable securities
laws; (2) result in a person or group owning thirty percent (30%) of the
Company, combined with the election by such person or group of one or more
members of the Board of Directors of the Company or its Subsidiaries; (3) result
in a person or group owning fifty percent (50%) of the Company; or (4) have the
effect of placing control of the Company in a person or group other than the
present shareholders of the Company.

EFFECT OF TERMINATION OF EMPLOYMENT ON THE EXERCISE OF THE OPTION

         Under the Plan if an individual ceases to be employed by the Company,
including its subsidiaries, his option terminates within sixty (60) days after
the date the individual's employment terminates; provided, that if the cessation
of employment is due to discharge for good cause, death, disability or
retirement, other time periods apply.  If the individual's employment terminates
for good cause as defined in the Plan, the individual's option terminates
immediately.  If the individual's employment with the Company or its
subsidiaries ceases because of death or disability, then the option may be
exercised until the first anniversary of the date of death or disability.  If
the individual retires from the Company or its subsidiaries, the option must be
exercised no later than the first anniversary of the date of retirement or an
extension for the date of exercise must be obtained from the Committee.

         When an optionee terminates employment with the Company within one (1)
year after the date of a Change in Control, as defined in Section 3.6 of the
Plan, and as generally described above in "When the Option May be Exercised" on
page 5, the option shall remain exercisable for a period of three (3) months
following such termination of employment, subject, of course, to the normal
expiration date of the option.

RESALE RESTRICTIONS

         Options granted pursuant to the Plan may not be transferred except by
will or the laws of descent and distribution.  Only the participant may exercise
the option during the participant's lifetime.

                                          6
"Affiliates" of the Company (the definition of which in the Rules of
the Commission is very broad and may include certain officers and directors of
the Company and others) may not re-offer or resell any Shares purchased upon
exercise of options covered hereunder except pursuant to Rule 144 of the
Securities Act of 1933 ("Rule 144" and the "Act"), pursuant to any other
applicable exemption from registration under the Act, or pursuant to an
effective registration statement under the Act.  In addition, Section 16 of the
Exchange Act may restrict resales by any officer, director or 10% shareholder of
the Company, and the registration requirements of any applicable state
securities laws may also restrict resales of such Shares by an optionee.
Optionees should consult their attorneys prior to the sale of any Shares
purchased pursuant to options for advice as to compliance with applicable legal
requirements on resale or otherwise.

EFFECT OF SHARE SPLITS

         Under the Plan, the Committee may make such provisions as the Board 
of Directors may determine to be appropriate for the adjustment of the number 
and class of shares subject to each outstanding option and the option prices, 
in the event of changes in the outstanding Shares of the Company by reason of 
share dividends, share splits, recapitalization, reclassification, mergers, 
consolidation, combinations or exchanges of shares.

                            DESCRIPTION OF CAPITAL SHARES

COMMON SHARES

         The authorized capital of the Company consists of 10,000,000 Shares,
no par value, and 2,000,000 Preferred Shares, $100 par value.  There are
3,731,032 Shares issued and outstanding as of the close of business on September
15, 1995, and no Preferred Shares outstanding.  Each Share is entitled to one
vote.

         There are no Preferred Shares outstanding and the Company has no
present intention of issuing any Preferred Shares.  The Preferred Shares, when
issued, have preference on liquidation, at their $100 par value.  Preferred
Shares also have preference over payment of dividends unless and until $2.00 per
share is paid on Preferred Shares during any fiscal year.

         Holders of Shares are entitled to receive dividends as declared, from
time to time, by the Board of Directors out of funds legally available therefor.
There are additional restrictions on dividend payments pursuant to the Credit
Agreement between the Company, NBD Bank, N.A. and NBD Bank.  In the event of the
liquidation, dissolution or winding up of the Company, the holders of Shares are
entitle to share ratably in all assets remaining after payment of liabilities.
The Shares have no preemptive or conversion rights and are

                                          7
not subject to further calls or assessments by the Company.  There are no
sinking fund provisions applicable to the Shares.  The Shares being sold by the
Company in this offering will be, and all currently outstanding Shares of the
Company are, duly authorized, validly issued, fully paid and nonassessable.

         Executive officers and directors of the Company and their affiliates
and certain other shareholders own 405 Shares that are "restricted" securities
within the meaning of Rule 144, and may not be sold without registration or an
exemption from registration such as under Rule 144.  Except for the restrictions
on sale noted below, such persons may sell their Shares at any time under Rule
144, subject to volume limitations contained in Rule 144.

         Restricted Shares are available for sale under the provisions of Rule
144 on the open market.  No precise predictions can be made as to the effect, if
any, that sales of restricted shares will have on the market price prevailing
from time to time.  Nevertheless, sales of substantial amounts of restricted
shares in the public market could adversely affect prevailing market prices.

         Sections 23-1-43-1 through -24 of the Indiana Business Corporation Law
("IBCL") prohibit certain business combinations, including mergers, sales of
assets, recapitalizations, and reverse stock splits, between certain
corporations (which would include the Company) and an interested shareholder,
defined as the beneficial owner of 10% or more of the voting power of the
outstanding voting shares, for five years following the interested shareholder's
acquisition date, unless the acquisition was approved in advance by the Board of
Directors.  Moreover, the business combination must meet all requirements of the
Company's Amended Articles of Incorporation as well as the requirements
specifically set out in the IBCL.

         Several price and procedural requirements of the IBCL must be
satisfied unless the Board of Directors approves the interested shareholder's
acquisition in advance, or the business combination is approved by a majority
vote of Shares not held by the interested shareholder or its affiliates, no
earlier than five years after the interested shareholder's acquisition date.
First, the aggregate amount of cash and the market value of non-cash
consideration to be received by holders of Shares must be the higher of: (i) the
highest price paid by the interested shareholder at a time when the interested
shareholder was a 5% or more beneficial owner of voting shares of the
corporation for the relevant class of Shares within a certain time period, plus
interest (less dividends paid, up to the amount of interest): and (ii) the
highest preferential amount per share to which holders of such class of
securities are entitled in the event of voluntary dissolution, plus dividends
declared or due; and (iii) the market value of such class of securities, as of a
certain date, plus interest (less dividends paid, up to the amount of interest).
Third, the consideration to be received by holders of a particular class must be
distributed promptly and paid in cash or in the same form as the interested
shareholder used to acquire the largest number of shares it owns in that class.
Finally, the interested shareholder must not have become the beneficial owner

                                          8
of any more voting securities since it became an interested shareholder, with
certain exceptions.

         Sections 23-1-42-1 through -11 of the IBCL regulate control share
acquisitions of shares of an Indiana corporation with greater than 100
shareholders that place a shareholder (or group of shareholders) in any of the
following three categories of voting power:  one-fifth or more but less than
one-third of all voting power of the corporation, one-third or more but less
than a majority of all voting power of the corporation; and a majority or more
of all voting power of the corporation.  If a shareholder acquires shares that
take his total holdings across any of these thresholds, the acquiring
shareholder is prevented from voting all shares acquired in the transaction that
causes his holdings to exceed a threshold (the "control shares") until voting
rights for the control shares are approved by a majority of the corporation's
disinterested shares.  In the event that shareholder acquires voting rights with
respect to a majority of the corporation's voting power in a control share
acquisition, all shareholders are entitled to dissenters' rights as defined
under Indiana law.

         The above described provisions of the Company's Amended Articles of
Incorporation, By-Laws and the IBCL may have the effect of deterring tender or
exchange offers for the Company's Shares.  Such provisions also may have the
effect of maintaining incumbent management or of discouraging or defeating
proposals that might be viewed as favorable by the holders of a majority of
Shares.

                                 FEDERAL TAX EFFECTS

         The discussions set forth herein are not intended as a comprehensive
discussion of all tax aspects of the Plan.  Some provisions of the Internal
Revenue Code ("IRC") have only been summarized, and additional rules may be
contained in regulations yet to be issued.  In addition, significant changes in
applicable tax laws may be made in the near future.  An employee, therefore,
should consult with his or her own tax advisor with respect to the employee's
tax consequences arising from an option.

         The Plan is not qualified under Section 401 (a) of the IRC.  Options
granted under the Plan are not intended to meet the requirements of Section 422
of the IRC.  An optionee granted an option under the Plan generally does not
realize taxable income at the time the option is granted.  The purchase of the
optioned stock triggers tax consequences for the optionee.  The optionee must
recognize ordinary income in the amount of the value of the stock purchased,
less any amounts paid for the stock.  The Company is allowed to deduct the value
of the option as a business expense for the tax year in which the option is
included in the gross income of the employee.  The deduction amount for the
Company is the same as the amount included by the employee in gross income.

         Because the amount of ordinary income realized by the optionee will be
treated as compensation, it will likely be subject to applicable withholding of
federal and

                                          9
state income taxes and social security taxes.  The Company will make 
arrangements with the optionee, prior to the delivery of any stock purchased, 
for the payment by the optionee of the amount of money required to be 
withheld by the optionee's employer.  Under the Plan, the Committee may allow 
the withholding tax to be paid may be paid by an optionee's surrender of 
equivalent value in Company Shares.

         The basis of Shares in the hands of the optionee after exercise will 
be equal to the price paid by the optionee for the shares plus the amount of 
ordinary income realized upon exercise.  A subsequent gain or loss on sales 
of the Shares will be taxed at ordinary income tax rates.

         Each optionee is advised to consult his or her own tax advisor with
respect to the status and tax consequences of recent legislation upon an option
or an acquisition of Shares in the Company.

         An optionee who pays for option shares with previously acquired Shares
of the Company will not recognize gain or loss on the Shares surrendered.  Both
the holding period and the basis of the original Shares will carry over into the
new Shares if the option Shares are equal in number to the Shares surrendered.
If Shares received exceed Shares surrendered, excess Shares have a basis equal
to cash paid upon exercise plus the amount included in income as compensation,
with the holding period running from the date the excess Shares were acquired.

                   EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974

         No employees are presently participating in the Plan and the Plan is
not subject to the Employment Retirement Income Security Act of 1974 ("ERISA").

                              INVESTMENT CONSIDERATIONS

         All participants in the Plan, as key executives and officers of the
Company, are presumed to have in depth knowledge of the manufactured housing
business and industry and any risks attendant to either the business or industry
will not be addressed in the Prospectus.  However, the Participants may not be
aware that the Shares have historically not traded in great volume and so the
market demand for the Shares may not be great.

                                          10
MANAGEMENT CONTROL

         All directors and officers of the Company currently control 19.6% of
the outstanding Shares.  Because management control is less than 50% of the
outstanding Shares, other shareholders could potentially engage in proxy
solicitation and garner a majority of the Shares and ultimately replace existing
directors and officers.  Such a takeover fight could have a negative effect on
the market value of the Shares and consequently the Participant's could either
receive less profit when they exercise their options and sell their Shares or
they could have to wait longer to sell their Shares to be able to realize any
profit at all.

REPURCHASE OF ISSUED SHARES

         Participants should be aware that on February 15, 1995 the Board of
Directors authorized a resolution to repurchase up to 350,000 Shares at a
maximum price of $11.00.  The effect of the Company's repurchase of Shares will
be to increase the proportionate share in the Company represented by each
outstanding Share.

DILUTION
         The Common Shares issued pursuant to the Plan, and the number of
Shares subject to options, are subject to dilution in the event the Board of
Directors decides to issue any of the authorized and unissued shares.  There are
other existing option plans, pursuant to which the Board may also issue Shares
in its discretion, from time to time.

                                 OUTSTANDING OPTIONS

         As of December 31, 1995, the Company had  granted 80,000 options under
the Plan.

         In 1986 the Board of Directors adopted and the Company's shareholders
approved the reservation of 75,000 Shares under an Employee Stock Option Plan.
Of the Shares reserved for issuance, options to purchase 27,364 Shares have been
exercised as of December 31, 1995.  Options under the plan are "incentive stock
options", which are intended to qualify under Section 422 of the Internal
Revenue Code of 1986, as amended.

         In September of 1986, the Company granted options to 33 employees to
purchase 24,125 Shares, of which options to purchase 19,250 Shares have been
exercised.  Except for the options to purchase 1,250 Shares granted to each of
Walter E. Wells, Francis Kennard and John Guequierre at an exercise price of
$.44 per Share which expired in September 1991, such options were exercisable at
a price of $.40 per Share until September 1996.  In September, 1987 the Company
granted options to 21 employees to purchase 22,507 Shares of which options to
purchase 8,114 have been exercised as of the date hereof.  Such options are
exercisable at a price of $3.00 per Share until September 1997.

                                          11
On March 3, 1990, the Board of Directors approved an Employee Share
Purchase Plan.  Under the Plan, employees are permitted to purchase authorized
and unissued Shares of the Company at fair market value, from time to time via
payroll deductions.  The aggregate number of Shares available for this purpose
is 100,000 for the 10 years ending October 31, 1999.  As of December 31, 1995,
8,789 Shares had been purchased pursuant to this plan.

         The fair market value of a single Share at the close of business on
October 18, 1995, was $15.25.  Based upon option prices for the options
outstanding at October 18, 1995, the approximate value as of that date, of all
outstanding options under the previous plan was $248,708.00 (calculated by
subtracting the option price for all outstanding options from the fair market
value of all shares which are the subject of such outstanding options).  All
such options are at this time exercisable.

                             SUBSIDIARIES OF THE COMPANY

         Officers and key employees of the following subsidiaries of the
Company may be entitled to participate under the Plan:

         1.  Marlette Homes, Inc., an Indiana corporation;
         2.  Elkhart Capital Corp., an Indiana corporation;
         3.  Schult Homes-Georgia Corporation, a Georgia corporation.

                           UPDATING PROSPECTUS INFORMATION

         The information contained in this Prospectus may, from time to time,
be updated, amended or modified.  To accomplish such updating, amendment or
modification, the Company reserves the right to provide participants in the Plan
with new information in the form of an appendix to this Prospectus.  Such a
procedure is known as appendix updating in conjunction with an "evergreen"
Prospectus, and this Prospectus must be read only in conjunction with, and as
updated, amended or modified by such appendices.

                                       PART II
                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Company incorporates by reference into this Prospectus the
following documents:

         (a)  The Company's latest annual report filed pursuant to Section 13
              or 

                                          12
15(d) of the Exchange Act or the latest prospectus filed pursuant
                   to Rule 424(b) or (c) under the Act which contains, either
                   directly or by incorporation by reference, certified 
                   financial statements for the Company's latest fiscal year
                   for which such statements have been filed;

         (b)  All other reports filed pursuant to Section 13 (a) or 15(d) of
              the Exchange Act since the end of the fiscal year covered by the
              annual reports or the Prospectus referred to in subparagraph (a)
              above; and

         (c)  The description of the Company's Shares which is contained in any
              registration statement filed under the Exchange Act, including
              any amendment or report filed for the purpose of updating such
              description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Prospectus and to be a part hereof from the
date of filing of such documents.

                              DESCRIPTION OF SECURITIES

         The Shares are registered under Section 12 of the Exchange Act, and
the Plan interests are not being registered.

                                 INTEREST OF COUNSEL

         Certain legal matters in connection with the Shares offered hereby are
being passed upon for the Company by Baker & Daniels, Elkhart, Indiana.  Kennard
R. Weaver, a partner in Baker & Daniels, General Counsel and Secretary to the
Company, beneficially owns 6,002 Shares of the Company.  Mr. Weaver is not an
"officer" of the Company within the meaning of the Act.

                      INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Article X of the Company's Articles of Incorporation provides that the
Company shall indemnify its directors and officers to the fullest extent
permitted by the Indiana Business Corporation Law.

         Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the

                                          13
foregoing provisions, or otherwise, the Company has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                         EXEMPTION FROM REGISTRATION CLAIMED

         The Shares to be registered are not being reoffered or resold and
therefore no exemption is being claimed.

                                       EXHIBITS

         1995 Schult Homes Corporation Share Incentive Plan
         Opinion of Baker & Daniels as to legality of Shares being registered
         Consent of Baker & Daniels
         Consent of KPMG Peat Marwick

                                     UNDERTAKINGS

         A.  The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the Prospectus to each employee to whom the Prospectus is
sent or given a copy of the registrant's annual report to shareholders for its
last fiscal year, unless such employee otherwise has received a copy of such
report, in which case the registrant shall state that it will promptly furnish,
without charge, a copy of such report on written request of the employee.  If
the last fiscal year of the registrant has ended within 120 days prior to the
use of the Prospectus, the annual report for the preceding fiscal year may be so
delivered, but within such 120 day period the annual report for the last fiscal
year will be furnished to each such employee.

         B.  The undersigned registrant hereby undertakes to transmit or cause
to be transmitted to all employees participating in the Plan who do not
otherwise receive such material as shareholders of the registrant, at the time
and in the manner such material is sent to its shareholders, copies of all
reports, proxy statements and other communications distributed to its
shareholders generally.

                                      14
C.  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         D.  The undersigned registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
              made, a post-effective amendment to this registrations:
              (i)     To include any Prospectus required by Section 10(a)(3) of
                      the Act;
              (ii)    To reflect in the Prospectus any facts or events arising
                      after the effective date of the registration statement
                      (or the most recent post-effective amendment thereof)
                      which, individually or in the aggregate, represent a
                      fundamental change in the information set forth in the
                      registration statement;
              (iii)   To include any material information with respect to the
                      plan of distribution not previously disclosed in the
                      registration statement or any material change to such
                      information in the registration statement;

         Provided, however, that paragraphs 1(i) and 1(ii) do not apply if the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed by the
         registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
         that are incorporated by reference in the registration statement.

         (2)  That, for the purpose of determining any liability under the Act,
              each such post-effective amendment shall be deemed to be a new
              registration statement relating to the securities offered
              therein, and the offering of such securities at that time shall
              be deemed to be the initial bona fide offering thereof.

         (3)  To remove from registration by means of post-effective amendment
              any of the securities being registered which remain unsold at the
              termination of the offering.

    E.   (1)  The undersigned registrant hereby undertakes to deliver or cause
              to be delivered with the Prospectus, to each person to whom the
              Prospectus is sent or given, the latest annual report to security
              holders that is incorporated by reference in the Prospectus and
              furnished pursuant to and meeting the requirements of Rule 14a-3
              or Rule 14c-3 under the

                                          15
Exchange Act.

         (2)  Where interim financial information required to be presented by
              Article 3 of Regulation S-X is not set forth in the Prospectus,
              to deliver or cause to be delivered to each person to whom the
              Prospectus is sent or given, the latest quarterly report that is
              specifically incorporated by reference in the Prospectus to
              provide such interim financial information.

    F.   Insofar as indemnification for liabilities arising under the Act may
         be permitted to directors, officers and controlling persons of the
         registrant pursuant to the foregoing provisions, or otherwise, the
         registrant has been advised that in the opinion of the Commission such
         indemnification is against public policy as expressed in the Act and
         is, therefore, unenforceable.  In the event that a claim for
         indemnification against such liabilities (other than the payment by
         the registrant of expenses incurred or paid by a director, officer or
         controlling person of the registrant in the successful defense of any
         action, suit or proceeding) is asserted by such director, officer or
         controlling person in connection with the securities being registered,
         the registrant will, unless in the opinion of its counsel the matter
         has been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question whether such indemnification by
         it is against public policy as expressed in the Act and will be
         governed by the final adjudication of such issue.

                                      SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Middlebury, State of Indiana, on the 19th day of
March, 1996.

SCHULT HOMES CORPORATION

   /s/ Walter E. Wells
---------------------------------
By (Signature and Title)
Walter E. Wells, President

         KNOW ALL PERSONS BY THESE PRESENTS that the undersigned directors
and/or officers of Schult Homes Corporation, an Indiana corporation, hereby
constitute and appoint Walter E. Wells, the true and lawful agent and attorney-
in-fact of the undersigned with full power and authority in said agent and
attorney-in-fact, to sign for the undersigned and in their respective names any
amendment or amendments to this registration statement, hereby ratifying and
confirming all acts taken by such agent and

                                          16
attorney-in-fact, as herein authorized.

    Signature                          Title                         Date
    ---------                          -----                         ----

   /s/ Todd Goodwin
---------------------------------      Director                      3/19/96
Todd Goodwin

  /s/ Walter E. Wells
---------------------------------      Director and President        3/19/96
Walter E. Wells

---------------------------------      Director                      3/  /96
Walter O. Wells

  /s/ John P. Guequierre
---------------------------------      Director and President        3/19/96
John P. Guequierre                     Manufactured Housing

  /s/ Francis Kennard
---------------------------------      Director and Senior           3/19/96
Francis Kennard                        Vice President, Marketing

  /s/ Donald Pletcher
---------------------------------      Director                      3/19/96
Donald Pletcher

  /s/ Robert J. Deputy
---------------------------------      Director                      3/19/96
Robert J. Deputy

  /s/ Frederick A. Greenawalt
---------------------------------      Principal Accounting          3/19/96
Frederick A. Greenawalt                Officer

                                          17
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Middlebury, State of
Indiana, on March 19, 1996.

Schult Homes Corporation                    
1995 Share Incentive Plan              Title                         Date 
-------------------------              ------                        ----

   /s/ Donald Pletcher
---------------------------------      Compensation Committee        3/19/96
Donald Pletcher                        Member and Director

   /s/ Robert J. Deputy
---------------------------------      Compensation Committeer
Robert J. Deputy                       Member and Director           3/19/96

   /s/ Todd Goodwin
---------------------------------      Compensation Committee
Todd Goodwin                           Member and Director           3/19/96

                                          18
EXHIBIT INDEX

EXHIBIT                                                EXHIBIT

    Instruments Defining Rights                            4
    of Security Holders

*        a.   Schult Homes Corporation
              1995 Share Incentive Plan                    

**        b.   Article X of the Articles of
              Incorporation of Schult Homes
              Corporation                                  

    Opinion and Consent of Baker & Daniels                 5

    Consents

              Consent of Certified
              Public Accountant                           23

*    Previously filed with the Securities and Exchange Commission and 
     subsequently amended.
**   Previously filed with the Securities and Exchange Commission.

                                          19