As filed with the Securities and Exchange Commission on March 29, 2002
                                                 Registration No. 333-
------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                      -------------------------------------
                                   FORM S-8
                             REGISTRATION STATEMENT
                                    UNDER
                           THE SECURITIES ACT OF 1933

                              MITY ENTERPRISES, INC.
             (Exact name of registrant as specified in its charter)



               UTAH                                    87-0448892
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)


                             1301 WEST 400 NORTH
                               OREM, UTAH 84057
              (Address of Principal Executive Offices and Zip Code)

                   MITY-LITE, INC. EMPLOYEE RETIREMENT PLAN
                  MITY-LITE, INC. 1997 STOCK INCENTIVE PLAN
                          (Full title of the plan)

                              Gregory L. Wilson
                                  President
                            MITY ENTERPRISES, INC.
                             1301 West 400 North
                               Orem, Utah 84057
                                (801) 224-0589
                     (Name, address and telephone number,
                  including area code, of agent for service)

                                   Copies to:
                             Nolan S. Taylor, Esq.
                             Dorsey & Whitney LLP
                       170 South Main Street, Suite 900
                          Salt Lake City, Utah 84101
                                 (801) 933-7360

<PAGE> 1
                        CALCULATION OF REGISTRATION FEE

                                        PROPOSED     PROPOSED
     TITLE OF                            MAXIMUM      MAXIMUM
    SECURITIES            AMOUNT        OFFERING     AGGREGATE      AMOUNT OF
      TO BE                TO BE          PRICE      OFFERING     REGISTRATION
    REGISTERED         REGISTERED(1)    PER SHARE      PRICE           FEE
----------------      -------------     ---------    ----------   ------------
Common Stock, par
 value $.01 per share
 to be issued under
 the:

Mity-Lite, Inc.
 Employee Retirement   100,000 shares   $12.84 (2)   $1,284,000      $118.13
 Plan

Mity-Lite, Inc. 1997    70,000 shares   $12.84 (2)     $898,800       $82.69
 Stock Incentive Plan   70,000 shares    $8.15 (3)     $570,500       $52.49
                        10,000 shares    $9.70 (3)      $97,000        $8.92
                       --------------   ----------   ----------     ----------
TOTALS:                250,000 shares                $2,850,300      $262.23

(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate number of interests to be
issued or sold pursuant to the Mity-Lite, Inc. Employee Retirement Plan
described herein.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) based upon the average of the high and low prices
of the registrant's common stock as reported on the NASDAQ National Market
System on March 26, 2002.

(3) Such shares are issuable upon the exercise of outstanding options with
fixed exercise prices granted pursuant to the Mity-Lite, Inc. 1997 Stock
Incentive Plan.  Pursuant to Rule 457(h)(1), the aggregate offering price and
the amount of the registration fee for such shares have been computed based
upon the exercise price of such option shares.

<PAGE> 2
                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by MITY Enterprises, Inc. (the "Company")
and the Mity-Lite, Inc. Employee Retirement Plan (the "Plan") with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this registration statement:

     (a)  Annual Report on Form 10-K for the fiscal year ended March 31, 2001;

     (b)  Annual Report on Form 11-K for the Mity-Lite, Inc. Employee
Retirement Plan for the fiscal year ended December 31, 2000;

     (c)  Quarterly Reports on Form 10-Q for the quarter ended June 30, 2001,
the quarter ended September 30, 2001 and the quarter ended December 31, 2001;

     (d)  Current reports on Form 8-K filed on August 9, 2001, September 18,
2001, September 24, 2001, October 11, 2001, November 7, 2001, February 6, 2002
(as amended by the Current Report on from 8-K/A filed also on February 6,
2002) and February 15, 2002.

     (e)  The description of the Company's common stock contained in its
registration statement on Form 8-A dated April 22, 1994.

     All documents subsequently filed by the Company or the Plan pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment indicating that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated herein by reference from
the date of filing of such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this registration statement to
the extent that a statement incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this registration statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Sections 16-10a-901 through 16-10a-909 of the Utah Revised Business
Corporation Act, as amended (the "Utah Act"), permit the Company to indemnify
its officers and directors for certain of their acts.  Article V of the
Company's Amended and Restated Articles of Incorporation, as amended, mandates
such indemnification to the maximum extent allowed and in the manner permitted
under the Utah Act.

<PAGE> 3
     Specifically, Section 16-10a-902 ("Section 902") of the Utah Act provides
that the Company may indemnify any individual who was, is, or is threatened to
be made a named defendant or respondent in any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative and whether formal or informal, because he is or was a
director of the Company or is or was serving at its request as a director,
officer, partner, trustee, employee, fiduciary or agent of another corporation
or other person or of an employee benefit plan, against any obligation
incurred with respect to a proceeding, including any judgment, settlement,
penalty, fine or reasonable expense (including attorneys' fees), incurred in
the proceeding if his conduct was in good faith, he reasonably believed that
his conduct was in, or not opposed to, the best interests of the corporation,
and, in the case of any criminal proceeding, he had no reasonable cause to
believe his conduct was unlawful; except that (i) indemnification under
Section 902 in connection with a proceeding by or in the right of the Company
is limited to payment of reasonable expenses (including attorney's fees)
incurred in connection with the proceeding and (ii) the Company may not
indemnify a director in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the Company, or in
connection with any other proceeding charging that the director derived an
improper personal benefit, whether or not involving action in his official
capacity, in which proceeding he was adjudged liable on the basis that he
derived an improper personal benefit.

     The Company may not indemnify a director under Section 902 unless
authorized and a determination has been made by the board of directors, a
committee of the board of directors, special legal counsel or the shareholders
that indemnification of the director is permissible in the circumstances
because the director met the applicable standard of conduct set forth in
Section 902.

     Under Section 16-10a-903 of the Utah Act ("Section 903"), unless
otherwise limited by the Company's articles of incorporation, the Company must
indemnify a director who was successful, on the merits or otherwise, in the
defense of any proceeding to which he or she was a party because he or she was
a director, against his or her reasonable expenses (including attorneys'
fees).  In addition to the indemnification provided by Section 902 and Section
903, the Utah Act further provides in Section 16-10a-905 ("Section 905") that,
unless otherwise limited by the Company's articles of incorporation, a
director may apply for indemnification to a court, and the court may order the
Company to pay either mandatory indemnification under Section 903 or other
indemnification under Section 902.

     The Company may not advance expenses to a director to whom the Company
may ultimately be responsible for indemnification unless authorized after the
director furnishes the following to the Company:  (i) a written affirmation of
his good faith belief that he has met the applicable standard of conduct
described in Section 902; and (ii) a written undertaking, executed personally
or on his behalf, to repay the advance if it is ultimately determined that he
did not meet that standard of conduct.  Additionally, a determination must
also be made by the board of directors, a committee of the board of directors,
special legal counsel or the shareholders that the facts then known to those
making the determination would not preclude indemnification.

<PAGE> 4
     Under Section 16-10a-907 of the Utah Act, unless the Company's articles
of incorporation provide otherwise, the Company's officers are entitled to
mandatory indemnification under Section 903 and are entitled to apply for
court ordered indemnification under Section 905.  The Company may also
indemnify and advance expenses to its officers to the same extent it may to
its directors under Section 902 and to a greater extent if not inconsistent
with public policy and if provided for in the Company's articles of
incorporation, bylaws, board of director action or contract.

     Section 16-10a-841 of the Utah Act provides that the liability of a
director to the Company or its stockholders for monetary damages for any
action taken or any failure to take any action, as a director, may be limited
or eliminated by the Company except for liability for (i) the amount of
financial benefit received by a director to which he is not entitled; (ii) an
intentional infliction of harm on the corporation or its stockholders; (iii) a
violation of Section 16-10a-842 of the Utah Act, which prohibits unlawful
distributions by a corporation to its stockholders; or (iv) an intentional
violation of criminal law.  Article IV of the Company's Articles of
Incorporation provides that the personal liability of any director to the
Company or its stockholders for monetary damages for any action taken or the
failure to take any action, as a director, is eliminated to the fullest extent
permitted by the Utah Act.

     The Company has entered into Indemnification Agreements with its officers
and directors.  These Indemnification Agreements provide that the Company will
indemnify such officers and directors to the maximum extent allowed and in the
manner permitted by the Utah Act.  Additionally, such Indemnification
Agreements contractually bind the Company with respect to indemnification and
contain certain exceptions to indemnification, but do not limit the
indemnification available pursuant to the Company's articles of incorporation
or under the Utah Act.

     The Company maintains insurance from commercial carriers against certain
liabilities which may be incurred by its directors and officers.

ITEM 8.  EXHIBITS.

     The Exhibits to this registration statement are listed in the Exhibit
Index of this registration statement, which Exhibit Index is incorporated in
this registration statement by reference.

<PAGE> 5

ITEM 9.  UNDERTAKINGS.

     (a)  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 registration statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933.

               (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.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective 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 (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and 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 Securities and Exchange Act of 1934 that are
incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, 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 a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.

<PAGE> 6
     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.



<PAGE> 7
                                 SIGNATURES

     THE REGISTRANT.  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 Orem, State of Utah, on March 29,
2002.

                                   MITY ENTERPRISES, INC.
                                   (Registrant)
                                   By:  /s/ Gregory L. Wilson
                                        -------------------------------------
                                        Gregory L. Wilson
                                   Its: President and Chief Executive Officer


     THE PLAN.  Pursuant to the requirements of the Securities Act of 1933,
the trustees have duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Orem,
State of Utah, on March 29, 2002.

                                   MITY-LITE, INC. EMPLOYEE RETIREMENT PLAN
                                   (Plan)
                                   By:  /s/ Gregory L. Wilson
                                        -------------------------------------
                                        Gregory L. Wilson
                                        Its: Trustee


<PAGE> 8

                             POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints
Gregory L. Wilson his or her true and lawful attorney-in-fact and agent with
full powers of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration
statement and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
about the premises, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on March 29, 2002 by the
following persons in the capacities indicated.

         SIGNATURE                           TITLE                  DATE

/s/ Gregory L. Wilson                Chairman of the Board,
------------------------------   President and Chief Executive  March 29, 2002
Gregory L. Wilson                     Officer and Director
                                 (Principal Executive Officer)

/s/ Bradley T Nielson             Chief Financial Officer and
------------------------------      Chief Operating Officer     March 29, 2002
Bradley T Nielson                  (Principal Financial and
                                      Accounting Officer)

/s/ Ralph E. Crump
------------------------------            Director              March 29, 2002
Ralph E. Crump


/s/ Peter Najar
------------------------------            Director              March 29, 2002
Peter Najar


/s/ C. Lewis Wilson
------------------------------            Director              March 29, 2002
C. Lewis Wilson


/s/ Hal B. Heaton
------------------------------            Director              March 29, 2002
Hal B. Heaton


<PAGE> 9

                           INDEX TO EXHIBITS


EXHIBIT NO.    DESCRIPTION OF EXHIBIT
5.1            Opinion of Dorsey & Whitney LLP
23.1           Consent of Deloitte & Touche LLP
23.2           Consent of Crowe, Chizek and Company LLP
23.3           Consent of Dorsey & Whitney LLP (included as part of Exhibit
               5.1)
24.1           Power of Attorney (included with the signatures in Part II of
               this registration statement)
[{"type": "S-8", "sequence": "1", "filename": "mitys8.txt", "description": "MITY ENTERPRISES, INC. FORM S-8  3/29/2002", "secsgml_size_bytes": 20859}]
{"company-data": {"conformed-name": "MITY ENTERPRISES INC", "cik": "0000921030", "assigned-sic": "2522", "irs-number": "870448892", "state-of-incorporation": "UT", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85248", "film-number": "02595024"}, "business-address": {"street1": "1301 W 400 N", "city": "OREM", "state": "UT", "zip": "84057", "phone": "8012240589"}, "mail-address": {"street1": "1301 WEST 400 NORTH", "city": "OREM", "state": "UT", "zip": "84057"}, "former-company": {"former-conformed-name": "MITY LITE INC", "date-changed": "19940329"}}
As filed with the Securities and Exchange Commission on March 29, 2002
                                                 Registration No. 333-
------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                      -------------------------------------
                                   FORM S-8
                             REGISTRATION STATEMENT
                                    UNDER
                           THE SECURITIES ACT OF 1933

                              MITY ENTERPRISES, INC.
             (Exact name of registrant as specified in its charter)

               UTAH                                    87-0448892
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

                             1301 WEST 400 NORTH
                               OREM, UTAH 84057
              (Address of Principal Executive Offices and Zip Code)

                   MITY-LITE, INC. EMPLOYEE RETIREMENT PLAN
                  MITY-LITE, INC. 1997 STOCK INCENTIVE PLAN
                          (Full title of the plan)

                              Gregory L. Wilson
                                  President
                            MITY ENTERPRISES, INC.
                             1301 West 400 North
                               Orem, Utah 84057
                                (801) 224-0589
                     (Name, address and telephone number,
                  including area code, of agent for service)

                                   Copies to:
                             Nolan S. Taylor, Esq.
                             Dorsey & Whitney LLP
                       170 South Main Street, Suite 900
                          Salt Lake City, Utah 84101
                                 (801) 933-7360
1
                        CALCULATION OF REGISTRATION FEE

                                        PROPOSED     PROPOSED
     TITLE OF                            MAXIMUM      MAXIMUM
    SECURITIES            AMOUNT        OFFERING     AGGREGATE      AMOUNT OF
      TO BE                TO BE          PRICE      OFFERING     REGISTRATION
    REGISTERED         REGISTERED(1)    PER SHARE      PRICE           FEE
----------------      -------------     ---------    ----------   ------------
Common Stock, par
 value $.01 per share
 to be issued under
 the:

Mity-Lite, Inc.
 Employee Retirement   100,000 shares   $12.84 (2)   $1,284,000      $118.13
 Plan

Mity-Lite, Inc. 1997    70,000 shares   $12.84 (2)     $898,800       $82.69
 Stock Incentive Plan   70,000 shares    $8.15 (3)     $570,500       $52.49
                        10,000 shares    $9.70 (3)      $97,000        $8.92
                       --------------   ----------   ----------     ----------
TOTALS:                250,000 shares                $2,850,300      $262.23

(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate number of interests to be
issued or sold pursuant to the Mity-Lite, Inc. Employee Retirement Plan
described herein.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) based upon the average of the high and low prices
of the registrant's common stock as reported on the NASDAQ National Market
System on March 26, 2002.

(3) Such shares are issuable upon the exercise of outstanding options with
fixed exercise prices granted pursuant to the Mity-Lite, Inc. 1997 Stock
Incentive Plan.  Pursuant to Rule 457(h)(1), the aggregate offering price and
the amount of the registration fee for such shares have been computed based
upon the exercise price of such option shares.
2
                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by MITY Enterprises, Inc. (the "Company")
and the Mity-Lite, Inc. Employee Retirement Plan (the "Plan") with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this registration statement:

     (a)  Annual Report on Form 10-K for the fiscal year ended March 31, 2001;

     (b)  Annual Report on Form 11-K for the Mity-Lite, Inc. Employee
Retirement Plan for the fiscal year ended December 31, 2000;

     (c)  Quarterly Reports on Form 10-Q for the quarter ended June 30, 2001,
the quarter ended September 30, 2001 and the quarter ended December 31, 2001;

     (d)  Current reports on Form 8-K filed on August 9, 2001, September 18,
2001, September 24, 2001, October 11, 2001, November 7, 2001, February 6, 2002
(as amended by the Current Report on from 8-K/A filed also on February 6,
2002) and February 15, 2002.

     (e)  The description of the Company's common stock contained in its
registration statement on Form 8-A dated April 22, 1994.

     All documents subsequently filed by the Company or the Plan pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment indicating that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated herein by reference from
the date of filing of such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this registration statement to
the extent that a statement incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this registration statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Sections 16-10a-901 through 16-10a-909 of the Utah Revised Business
Corporation Act, as amended (the "Utah Act"), permit the Company to indemnify
its officers and directors for certain of their acts.  Article V of the
Company's Amended and Restated Articles of Incorporation, as amended, mandates
such indemnification to the maximum extent allowed and in the manner permitted
under the Utah Act.
3
     Specifically, Section 16-10a-902 ("Section 902") of the Utah Act provides
that the Company may indemnify any individual who was, is, or is threatened to
be made a named defendant or respondent in any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative and whether formal or informal, because he is or was a
director of the Company or is or was serving at its request as a director,
officer, partner, trustee, employee, fiduciary or agent of another corporation
or other person or of an employee benefit plan, against any obligation
incurred with respect to a proceeding, including any judgment, settlement,
penalty, fine or reasonable expense (including attorneys' fees), incurred in
the proceeding if his conduct was in good faith, he reasonably believed that
his conduct was in, or not opposed to, the best interests of the corporation,
and, in the case of any criminal proceeding, he had no reasonable cause to
believe his conduct was unlawful; except that (i) indemnification under
Section 902 in connection with a proceeding by or in the right of the Company
is limited to payment of reasonable expenses (including attorney's fees)
incurred in connection with the proceeding and (ii) the Company may not
indemnify a director in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the Company, or in
connection with any other proceeding charging that the director derived an
improper personal benefit, whether or not involving action in his official
capacity, in which proceeding he was adjudged liable on the basis that he
derived an improper personal benefit.

     The Company may not indemnify a director under Section 902 unless
authorized and a determination has been made by the board of directors, a
committee of the board of directors, special legal counsel or the shareholders
that indemnification of the director is permissible in the circumstances
because the director met the applicable standard of conduct set forth in
Section 902.

     Under Section 16-10a-903 of the Utah Act ("Section 903"), unless
otherwise limited by the Company's articles of incorporation, the Company must
indemnify a director who was successful, on the merits or otherwise, in the
defense of any proceeding to which he or she was a party because he or she was
a director, against his or her reasonable expenses (including attorneys'
fees).  In addition to the indemnification provided by Section 902 and Section
903, the Utah Act further provides in Section 16-10a-905 ("Section 905") that,
unless otherwise limited by the Company's articles of incorporation, a
director may apply for indemnification to a court, and the court may order the
Company to pay either mandatory indemnification under Section 903 or other
indemnification under Section 902.

     The Company may not advance expenses to a director to whom the Company
may ultimately be responsible for indemnification unless authorized after the
director furnishes the following to the Company:  (i) a written affirmation of
his good faith belief that he has met the applicable standard of conduct
described in Section 902; and (ii) a written undertaking, executed personally
or on his behalf, to repay the advance if it is ultimately determined that he
did not meet that standard of conduct.  Additionally, a determination must
also be made by the board of directors, a committee of the board of directors,
special legal counsel or the shareholders that the facts then known to those
making the determination would not preclude indemnification.
4
     Under Section 16-10a-907 of the Utah Act, unless the Company's articles
of incorporation provide otherwise, the Company's officers are entitled to
mandatory indemnification under Section 903 and are entitled to apply for
court ordered indemnification under Section 905.  The Company may also
indemnify and advance expenses to its officers to the same extent it may to
its directors under Section 902 and to a greater extent if not inconsistent
with public policy and if provided for in the Company's articles of
incorporation, bylaws, board of director action or contract.

     Section 16-10a-841 of the Utah Act provides that the liability of a
director to the Company or its stockholders for monetary damages for any
action taken or any failure to take any action, as a director, may be limited
or eliminated by the Company except for liability for (i) the amount of
financial benefit received by a director to which he is not entitled; (ii) an
intentional infliction of harm on the corporation or its stockholders; (iii) a
violation of Section 16-10a-842 of the Utah Act, which prohibits unlawful
distributions by a corporation to its stockholders; or (iv) an intentional
violation of criminal law.  Article IV of the Company's Articles of
Incorporation provides that the personal liability of any director to the
Company or its stockholders for monetary damages for any action taken or the
failure to take any action, as a director, is eliminated to the fullest extent
permitted by the Utah Act.

     The Company has entered into Indemnification Agreements with its officers
and directors.  These Indemnification Agreements provide that the Company will
indemnify such officers and directors to the maximum extent allowed and in the
manner permitted by the Utah Act.  Additionally, such Indemnification
Agreements contractually bind the Company with respect to indemnification and
contain certain exceptions to indemnification, but do not limit the
indemnification available pursuant to the Company's articles of incorporation
or under the Utah Act.

     The Company maintains insurance from commercial carriers against certain
liabilities which may be incurred by its directors and officers.

ITEM 8.  EXHIBITS.

     The Exhibits to this registration statement are listed in the Exhibit
Index of this registration statement, which Exhibit Index is incorporated in
this registration statement by reference.
5

ITEM 9.  UNDERTAKINGS.

     (a)  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 registration statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933.

               (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.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective 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 (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and 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 Securities and Exchange Act of 1934 that are
incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, 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 a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
6
     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
7
                                 SIGNATURES

     THE REGISTRANT.  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 Orem, State of Utah, on March 29,
2002.

                                   MITY ENTERPRISES, INC.
                                   (Registrant)
                                   By:  /s/ Gregory L. Wilson
                                        -------------------------------------
                                        Gregory L. Wilson
                                   Its: President and Chief Executive Officer

     THE PLAN.  Pursuant to the requirements of the Securities Act of 1933,
the trustees have duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Orem,
State of Utah, on March 29, 2002.

                                   MITY-LITE, INC. EMPLOYEE RETIREMENT PLAN
                                   (Plan)
                                   By:  /s/ Gregory L. Wilson
                                        -------------------------------------
                                        Gregory L. Wilson
                                        Its: Trustee
8

                             POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints
Gregory L. Wilson his or her true and lawful attorney-in-fact and agent with
full powers of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration
statement and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
about the premises, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on March 29, 2002 by the
following persons in the capacities indicated.

         SIGNATURE                           TITLE                  DATE

/s/ Gregory L. Wilson                Chairman of the Board,
------------------------------   President and Chief Executive  March 29, 2002
Gregory L. Wilson                     Officer and Director
                                 (Principal Executive Officer)

/s/ Bradley T Nielson             Chief Financial Officer and
------------------------------      Chief Operating Officer     March 29, 2002
Bradley T Nielson                  (Principal Financial and
                                      Accounting Officer)

/s/ Ralph E. Crump
------------------------------            Director              March 29, 2002
Ralph E. Crump

/s/ Peter Najar
------------------------------            Director              March 29, 2002
Peter Najar

/s/ C. Lewis Wilson
------------------------------            Director              March 29, 2002
C. Lewis Wilson

/s/ Hal B. Heaton
------------------------------            Director              March 29, 2002
Hal B. Heaton
9

                           INDEX TO EXHIBITS

EXHIBIT NO.    DESCRIPTION OF EXHIBIT
5.1            Opinion of Dorsey & Whitney LLP
23.1           Consent of Deloitte & Touche LLP
23.2           Consent of Crowe, Chizek and Company LLP
23.3           Consent of Dorsey & Whitney LLP (included as part of Exhibit
               5.1)
24.1           Power of Attorney (included with the signatures in Part II of
               this registration statement)