As filed with the Securities and Exchange Commission on 
May 16, 1995.

                                   Registration No. 33-          


               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                                           

                      FORM S-8 and FORM S-3
                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933
                                             

                    SUPREME INDUSTRIES, INC.                    
     (Exact name of Registrant as specified in its charter)

          DELAWARE                             75-1670945       
     (State or other jurisdiction of         (I.R.S. Employer
     incorporation or organization)          Identification No.)

      65140 U.S. 33 East, P.O. Box 237, Goshen, IN  46526, 
                       (219) 642-3070                           
  (Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

    1992 Stock Option Plan; 1982 Incentive Stock Option Plan    
                       Full title of plan

                       RICE M. TILLEY, JR.
                  Law, Snakard & Gambill, P.C.
                       3200 Bank One Tower
                    Fort Worth, Texas  76102
                         (817) 878-6350

(Name, address, including zip code, and telephone number, including
area code, of agent for service)

                           Copies to:
                       VERNON E. REW, JR.
                  Law, Snakard & Gambill, P.C.
                       3200 Bank One Tower
                    Fort Worth, Texas  76102

     Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
Registration Statement as determined by market conditions.  

                       CALCULATION OF REGISTRATION FEE


                                                                  
    
<TABLE>
                                   Proposed       Proposed
                                   maximum        maximum       
Amount
Title of each          Amount      offering       aggregate      of
class of securities    to be       price per      offering      
regis.
to be registered       registered  share          price         
fee.
                                                             
                                                                  
    

<S>                   <C>         <C>             <C>           <C>
Common Stock,          172,500(1)  $4.14(2)        $714,150(3)  
$246.24
Class A                shares
$.10 par value

Common Stock,          143,500(4)  $7.66(5)      $1,099,210(5)  
$379.00
Class A    
$.10 par value

Common Stock,           57,132(6)  $7.66(7)        $437,631(7)  
$150.90
Class A
$.10 par value

TOTALS                 373,132                   $2,237,191     
$776.14

</TABLE>
                                                                  
    


(1)(a) 152,500 shares are issuable upon exercise of presently
outstanding
options issued under registrant's 1992 Stock Option Plan.  This
Registration Statement also covers such indeterminable number of
additional shares as may become deliverable due to future
adjustments
under terms of such Plan; and (b) 20,000 shares are issuable upon
exercise of presently outstanding options issued under registrant's
1982
Incentive Stock Option Plan.  

(2)  Computed in accordance with Rule 457(h) solely for the purpose
of
calculating the registration fee.  Computation based on the
weighted
average exercise price (rounded to nearest cent) at which the
options
outstanding whose exercise will result in the issuance of the
shares
being registered may be exercised.

(3)  Calculated in accordance with Rule 457(h) based on the
aggregate
exercise price for all presently outstanding options described in
note
(1) above.

(4)  143,500 shares are issuable upon exercise of options not yet
granted
under the 1992 Stock Option Plan.  This Registration Statement also
covers such undeterminable number of additional shares as may
become
deliverable due to future adjustments under terms of such Plan.

(5)  Computed in accordance with Rule 457(h) solely for the purpose
of
calculating the registration fee.  Computation based on the average
of
the high and low prices of the Class A Common Stock as reported on
the
American Stock Exchange on May 3, 1995, given that the price, at
which
options to be granted in the future may be exercised, is not
currently
determinable.

(6)  Represents the number of shares previously issued under the
1992
Stock Option Plan and 1982 Incentive Stock Option Plan that are to
be
registered and offered by Selling Shareholders.

(7)  Computed in accordance with Rule 457(h) solely for the purpose
of
calculating the registration fee.  Computation based on the average
of
the high and low prices of the Class A Common Stock as reported on
the
American Stock Exchange on May 3, 1995, given that the price at
which
shares are to be sold in the future is not currently determinable.



     This Registration Statement shall be deemed to cover
securities
resulting from stock splits, stock dividends or similar
transactions as
provided by Rule 416 of the Act.

                           EXPLANATORY NOTE

     In accordance with the instructional Note to Part 1 of Form
S-8 as
promulgated by the Securities and Exchange Commission, the
information
specified by Part 1 of Form S-8 has been omitted from this
Registration
Statement on Form S-8 for offers of Common Stock of Supreme
Industries,
Inc. (the "Company") pursuant to the benefit plans referred to
herein
(the "Plans").  The prospectus filed as part of this Registration
Statement has been prepared in accordance with the requirements of
Form
S-3 and may be used for reofferings and resales of unregistered
shares of
Common Stock previously acquired pursuant to the Plans,
(hereinafter such
Prospectus will be referred to as the "Prospectus").<PAGE>
REOFFER PROSPECTUS

                    SUPREME INDUSTRIES, INC.

                          57,132 Shares

              Class A Common Stock, $.10 par value

         Offered for the Account of Selling Shareholders

                   See "Selling Shareholders"
                _________________________________


     This Prospectus relates to 57,132 shares (the "Shares") of the
Class A Common Stock, $.10 par value ("Common Stock"), of Supreme
Industries, Inc. (the "Company"), a Delaware corporation, which may
be offered from time to time by certain selling shareholders (the
"Selling Shareholders") for their own benefit.  It is anticipated
that the Selling Shareholders will offer the Shares for sale at
prevailing prices on the American Stock Exchange on the date of
sale or at negotiated prices.  The Company will receive no part of
the proceeds of sales made hereunder.  All expenses of registration
incurred in connection with this offering are being borne by the
Company, but all selling and other expenses incurred by the Selling
Shareholders will be borne by such Selling Shareholders.

     The Selling Shareholders and any broker executing selling
orders on behalf of the Selling Shareholders may be deemed to be an
"underwriter" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), in which event commissions received
by such broker may be deemed to be underwriting commissions under
the Securities Act.

     The Class A Common Stock of the Company is traded on the
American Stock Exchange.  On May 3, 1995, the closing price of the
Company's Class A Common Stock, as reported by the American Stock
Exchange in The Wall Street Journal, was $7.625 (AMEX Symbol: STS).

     No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in
connection with the offering described herein, and, if given or
made, such information or representations must not be relied upon
as having been authorized by the Company or the Selling
Shareholder. 
This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, nor shall there be any sale of
these securities by any person in any jurisdiction in which it is
unlawful for such person to make such offer, solicitation or sale. 
Neither the delivery of this Prospectus nor any sale made hereunder
shall under any circumstances create an implication that the
information contained herein is correct as of any time subsequent
to the date hereof.

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


           The date of this Prospectus is May 5, 1995.

                      AVAILABLE INFORMATION

     The Company is subject to the informational reporting
requirements of the Securities Exchange Act of 1934 (the "Exchange
Act") and in accordance therewith shall file reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission").  Such reports, proxy statements and
other information can be inspected and copied at the Public
Reference Room of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's regional offices at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois, 60661 and Seven World Trade Center, New York,
New York 10048.  Copies of such material can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.  Information, as of
particular dates, concerning directors and officers of the Company,
their remuneration, options granted to them, the principal holders
of securities of the Company, and any material interest of such
persons in transactions with the Company will be disclosed in the
proxy statements to be distributed to shareholders of the Company
and filed with the Commission.     
                _________________________________

     This Prospectus incorporates by reference documents not
presented herein or delivered herewith.  The Company hereby
undertakes to provide without charge to each person to whom a copy
of this Prospectus is delivered, upon written or oral request of
any such person, a copy of any and all of the information that has
been or may be incorporated by reference in this Prospectus, other
than exhibits to such documents.  Requests for such copies should
be directed to the Chief Financial Officer, Supreme Industries,
Inc., 65140 U.S. 33 East, P.O. Box 237, Goshen, IN  46526.  The
Company's telephone number at that location is (219) 642-3070.
                _________________________________


     The Company has filed with the Commission a Registration
Statement on Form S-8 and Form S-3 (the "Registration Statement")
under the Securities Act of 1933, as amended, with respect to the
shares of Class A Common Stock offered by this Prospectus.  This
Prospectus does not contain all the information set forth in the
Registration Statement and the exhibits thereto.  For further
information with respect to the Company and the securities offered
hereby, reference is made to the Registration Statement and the
exhibits thereto.  Copies of the Registration Statement are
available from the Commission.

              INFORMATION INCORPORATED BY REFERENCE

     The following documents filed with the Commission by the
Company are incorporated by reference herein:

     (1)  The Company's Annual Report on Form 10-K for the year
          ended December 31, 1994; 

     (2)  The Company's definitive Proxy Statement with respect to
          its 1995 Annual Meeting of Shareholders; and

     (3)  All other reports filed by the Company since December 31,
          1994, pursuant to Sections 13(a), 13(c), 14 or 15(d) of
          the Exchange Act.

     All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof and
before the termination of the offering shall be deemed to be
incorporated by reference herein and made a part hereof from the
date any such document is filed.

     Any statements contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes hereof to the extent that a statement contained herein (or
in any other subsequently filed document which is also incorporated
by reference herein) modifies or supersedes such statement.  Any
statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.

                 DETERMINATION OF OFFERING PRICE

     The offering price of the securities offered hereby by selling
security holders may be based either on the market price of such
securities on the American Stock Exchange as it may exist from day
to day during the offering period or may reflect a negotiated
price.

                      SELLING SHAREHOLDERS

     The following table shows for each Selling Shareholder, as of
March 17, 1995, certain information with regard to beneficial
ownership of Class A Common Stock, $.10 par value ("Common Stock")
(including shares beneficially owned by such persons pursuant to
the rules of beneficial ownership, including shares subject to
outstanding stock options, whether or not such options are
currently exercisable) as follows:  the amount of Common Stock
beneficially owned prior to the offering, the number of shares of
Class A Common Stock offered hereby (which were acquired by the
Selling Shareholders by the exercise of options granted to them
under the Company's 1982 Incentive Stock Option Plan and 1992 Stock
Option Plan (the "Plans")), and the amount and percentage of shares
to be beneficially owned after the offering, assuming all of the
shares offered hereby are sold by the Selling Shareholders.  

<TABLE>
                                                  Amount and
                   Amount of                      Percent of
                   Beneficial                     Beneficial
                   Ownership of    Amount of      Ownership of
                   Class A         Class A        Class A
                   Common Stock    Common Stock   Common Stock
                   Prior to        Hereby         After
Name(1)            Offering(2)     Offered(3)     Offering (2)(4)

<S>                      <C>            <C>            <C>     <C>
James L. Bandy             5,288          1,700           3,588 *
Robert W. Wilson          26,700          1,700          25,000 *
Peter P. Borsuk           20,000         20,000             -0-
James A. Mellott          10,000         10,000             -0-
James Helmuth              7,932          7,932             -0-
Samuel K. Craig            5,000          2,000           3,000 *
Richard A. Pippenger,Sr.  17,282          7,050          10,232 *
Christy E. Miller          6,735          1,000           5,735 *
William E. Dorsey          3,750            750           3,000 *
Phillip Barry Smith        4,000          1,000           3,000 *
Stephen Bassett           59,500          4,000          55,500 *
            
*    Represents less than 1% of the Class A Common Stock
outstanding.

</TABLE>
                      PLAN OF DISTRIBUTION

     The Common Stock may be sold from time to time by the Selling
Shareholders or by pledgees, donees, transferees or other
successors in interest.  Such sales may be made on the American
Stock Exchange ("AMEX"), or otherwise at prices and at terms then
prevailing or at prices related to the then current market price,
or in negotiated transactions.  The Class A Common Stock may be
sold by one or more of the following:  (a) a block trade in which
the broker or dealer so engaged will attempt to sell the shares as
agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker
or dealer for its account pursuant to this Prospectus; and (c)
ordinary brokerage transactions and transactions in which the
broker solicits purchases.  In effecting sales, brokers or dealers
engaged by the Selling Shareholders may arrange for other brokers
or dealers to participate.  Brokers or dealers will receive
commissions or discounts from Selling Shareholders in amounts to be
negotiated immediately prior to the sale.  Such brokers or dealers
and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Act") in connection with such sales.  In addition,
any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to this Prospectus.  The Company will not receive any of
the proceeds from the sale of these shares, although it has paid
the expenses of preparing this Prospectus and the related
Registration Statement.  The Selling Shareholders have been advised
that they are subject to the applicable provisions of the
Securities Exchange Act of 1934, including without limitation,
Rules 10b-5, 10b-6 and 10b-7 thereunder.

                    SECURITIES TO BE OFFERED

SUPREME COMMON STOCK

     The Company's Certificate of Incorporation authorizes the
issuance of 15,000,000 shares of the Company's $.10 par value Class
A Common Stock and 5,000,000 shares of the Company's $.10 par value
Class B Common Stock.

     Subject to the rights of the holder of any shares of Preferred
Stock which may be issued, holders of Class A and Class B Common
Stock are entitled to such dividends as may be declared from time
to time by the Board of Directors of the Company out of funds
legally available therefor and to participate pro-rata in dividends
and, upon liquidation, any distribution to shareholders.  The
Company's credit agreements with its lenders contain restrictions
as to the payment of dividends.  Any stock issued pursuant to stock
dividends or stock splits must be authorized and issued at the same
rate with respect to both classes.  The Common Stock carries no
preemptive, subscription, or cumulative voting rights or redemption
or sinking fund provisions.

     Each holder is entitled to one vote per share held of record
at each meeting of the shareholders, except that with respect to
the election of Directors, the holders of the Class A Common Stock
are entitled to elect one-third, rounded to the lowest whole
number, of the directors, and the holders of the Class B Common
Stock are entitled to elect the remaining number of directors.

     Each share of Class B Common Stock is convertible into one
share of Class A Common Stock at the discretion of the holder, and,
if sold publicly, will automatically convert into a like number of
shares of Class A Common Stock.  At such time as the number of
outstanding shares of Class B Common Stock is less than 300,000 (as
adjusted for stock dividends and the like), all remaining shares of
Class B Common Stock are required to be automatically converted
into a like number of shares of Class A Common Stock.  While shares
of Class B Common Stock are outstanding, no further issuances of
Class B Common Stock may be made except for stock dividends, stock
splits, or similar capital transactions having substantially
similar effects with respect to the Class A Common Stock.

     The Company is subject to Section 203 of the Delaware General
Corporation Law, which imposes restrictions on business
combinations (as defined therein) with interested persons (being
any person who holds 15% or more of the Company's outstanding
voting stock).  In general, the Company is prohibited from engaging
in business combinations with an interested person for a period of
three years from the date a person becomes an interested person,
subject to certain exceptions.  By restricting the ability of the
Company to engage in business combinations with an interested
person, the application of Section 203 to the Company may provide
a barrier to hostile or unwanted takeovers.

     As permitted by the provisions of the Delaware General
Corporation Law, the Certificate eliminates in certain
circumstances the monetary liability of directors of the Company
for a breach of their fiduciary duty as directors.  These
provisions do not eliminate the liability of a directors (i) for a
breach of the director's duty of loyalty to the Company or its
shareholders; (ii) for acts or omissions by a director not in good
faith or which involve intentional misconduct or a knowing
violation of law; (iii) for liability arising under Section 174 of
the Delaware General Corporation Law (relating to the declaration
of dividends and purchase or redemption of shares in violation of
the Delaware General Corporation Law); or (iv) for any transaction
from which the director derives an improper personal benefit.  In
addition, these provisions do not limit the rights of the Company
or its shareholders, in appropriate circumstances, to seek
equitable remedies such as injunctive or other forms of non-
monetary relief.  Such remedies may not be effective in all cases.

     The Company's Certificate and Bylaws, and Indemnification
Agreements between the Company and each of its directors and
officers, provide that the Company shall indemnify all directors
and officers of the Company to the full extent permitted by the
Delaware General Corporation Law.  Under such provisions any
director or officer, who in his capacity as such, is made or
threatened to be made, a party to any suit or proceeding, shall be
indemnified if such director or officer acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, the
best interests of the Company.  The Certificate, Bylaws, such
Indemnification Agreements, and the Delaware General Corporation
Law further provide that such indemnification is not exclusive of
any other rights to which such individuals may be entitled under
the Certificate, the Bylaws, such Agreements or any other
agreement, vote of stockholders or disinterested directors, or
otherwise.

                          LEGAL MATTERS

     Certain legal matters in connection with this offering have
been passed upon for the Company by Law, Snakard & Gambill, a
Professional Corporation, Fort Worth, Texas.  Rice M. Tilley, Jr.
is a shareholder of Law, Snakard & Gambill and a director of the
Company.

                             EXPERTS

     The consolidated financial statements of Supreme Industries,
Inc. and subsidiaries as of December 31, 1994 and 1993 and for each
of the three years in the period ended December 31, 1994,
incorporated by reference in the Company's Annual Report on
Form 10-K for the year ended December 31, 1994 and incorporated by
reference in this Registration Statement/Prospectus have been
incorporated herein in reliance on the report of Coopers & Lybrand
L.L.P., independent accountants, given on the authority of that
firm as experts in accounting and auditing.




          [remainder of page intentionally left blank]

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3 (FORM S-8).  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents heretofore filed with the Securities
and Exchange Commission (the "Commission") by Supreme Industries,
Inc. (the "Company") are incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the year
ended December 31, 1994, filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act").

     (b)  The Company's definitive Proxy Statement for its 1995
Annual Meeting of Shareholders; and 

     (c)  All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31, 1994.

     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 of 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 Registration Statement and to be
part hereof from the date of filing of such documents (such
documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents").

     Any statement contained in any Incorporated Document shall be
deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document
modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4 (FORM S-8).  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5 (FORM S-8).  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ITEM 6 (FORM S-8) AND ITEM 15 (FORM S-3).  INDEMNIFICATION OF
DIRECTORS AND OFFICERS

     The Company's Certificate and Bylaws, and Indemnification
Agreements between the Company and each of its directors and
officers, provide that the Company shall indemnify all directors
and officers of the Company to the full extent permitted by the
Delaware General Corporation Law.  Under such provisions any
director or officer, who in his capacity as such, is made or
threatened to be made, a party to any suit or proceeding, shall be
indemnified if such director or officer acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, the
best interests of the Company.  The Certificate, Bylaws, such
Indemnification Agreements, and the Delaware General Corporation
Law further provide that such indemnification is not exclusive of
any other rights to which such individuals may be entitled under
the Certificate, the Bylaws, such Agreements or any other
agreement, vote of stockholders or disinterested directors, or
otherwise.

ITEM 7 (FORM S-8).  EXEMPTION FROM REGISTRATION CLAIMED.

     The 57,132 shares of Common Stock presently held by Selling
Shareholders which may be resold by the Selling Shareholders under
the Prospectus prepared in accordance with Form S-3 were issued by
the Company to the Selling Shareholders pursuant to an exemption
from registration under the Securities Act, by virtue of Section
4(2) thereof and Rule 701 thereunder.  The shares were purchased
pursuant to private transactions in connection with the Selling
Shareholders' employment with the Company.  The Selling
Shareholders represented their intention to acquire the securities
for investment only and not with a view to the distribution
thereof, and appropriate legends were affixed to the stock
certificates representing the shares so purchased.  The Selling
Shareholders had access, by means of their employment relationship
with the Company, to sufficient information to make an informed
investment decision.  

ITEM 8 FORM S-8; ITEM 16 OF FORM S-3.  EXHIBITS. 

Exhibit
Number         Description

4.1       1992 Stock Option Plan, with form of option agreement.

4.2       1982 Incentive Stock Option Plan, with form of option
          agreement.

5.1       Opinion of counsel as to legality of securities being
          registered.

23.1      Consent of counsel (contained in Exhibit 5.1).

23.2      Consent of Independent Accountants.

24.1      Power of Attorney


ITEM 9 (FORM S-8) AND ITEM 17 (FORM S-3).  UNDERTAKINGS

     The 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 (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 (i) and (ii) shall 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 Securities Exchange Act of 1934 (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 a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering. 

     (4)  That, for the 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.

     (5)  Insofar as indemnification for liabilities arising under
the Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in
Item 6 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 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. 
<TABLE>
ITEM 14 OF FORM S-3.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*

<S>                                                   <C>
Registration fee-Securities and Exchange Commission    $   771
Blue sky fees and expenses                             S   -0-
Accountant's fees                                      $   500**
Legal fees                                             $ 3,500**
Miscellaneous                                          $   229**

     Total                                             $ 5,000**
                     

*    Represents expenses relating to the distribution by the
     Selling Shareholders pursuant to the Prospectus prepared in
     accordance with the requires of Form S-3.  These expenses will
     be borne by the Company on behalf of the Selling Shareholders.

**   Estimated amount
</TABLE>

                           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 of Form S-8 and
Form S-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned thereunto duly authorized,
in the City of Goshen, State of Indiana, on May 5, 1995. 

                              SUPREME INDUSTRIES, INC.


                              By:/s/ Robert W. Wilson            
                                   Robert W. Wilson, Executive Vice
                                   President, Treasurer and Chief
                                   Financial Officer

     Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed on May 5, 1995, by the
following persons in the capacities indicated. 

     Signatures                    Title               Date


/s/ Herbert M. Gardner        Chairman of the       May 5, 1995
Herbert M. Gardner            Board and President   
                              (Principal Executive
                              Officer)

/s/ Omer G. Kropf             Executive Vice        May 5, 1995
Omer G. Kropf                 President and
                              Director

/s/ William J. Barrett        Secretary, Assistant  May 5, 1995
William J. Barrett            Treasurer and
                              Director

/s/ Robert W. Wilson          Executive Vice        May 5, 1995
Robert W. Wilson              President,
                              Treasurer, Chief
                              Financial Officer
                              and Director
                              (Principal Financial
                              and Accounting
                              Officer

/s/ Robert J. Campbell        Director              May 5, 1995
Robert J. Campbell


/s/ Rice M. Tilley, Jr.       Assistant Secretary   May 5, 1995
Rice M. Tilley, Jr.           and Director





                                                      Exhibit 4.1
                     1992 Stock Option Plan
                               of
                    Supreme Industries, Inc.




     This Supreme Industries, Inc. 1992 Stock Option Plan (the
"Plan") provides for the granting of:

     (a)  Incentive Stock Options (hereinafter defined) to certain 
key employees of Supreme Industries, Inc., a Delaware corporation
("Company"), and/or its Affiliates (hereinafter defined), and

     (b)  Nonstatutory Stock Options (hereinafter defined) to
certain key employees of Company, and/or its Affiliates, and to
certain individuals who are not employees of Company or its
Affiliates.

     The purpose of the Plan is to provide an incentive for key
employees of Company and/or its Affiliates, and for individuals who
are not employees of Company and/or its Affiliates but who from
time to time provide substantial advice or other assistance or
services to Company and/or its Affiliates, to remain in the service
of Company and/or its Affiliates or continue to provide such
assistance, to extend to them the opportunity to acquire a
proprietary interest in Company so that they will apply their best
efforts for the benefit of Company, and to aid Company in
attracting able persons to enter the service of Company and/or its
Affiliates or provide such assistance.


                            Article I
Definitions

     Sec. 1:1. Act.  "Act" shall mean the Securities Exchange Act
of 1934, as amended.

     Sec. 1:2. Affiliates.  "Affiliates" shall mean:  (a) any
corporation, other than Company, in an unbroken chain of
corporations ending with Company if each of the corporations, other
than Company, owns stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of
the other corporations in such chain; and (b) any corporation,
other than Company, in an unbroken chain of corporations beginning
with Company if each of the corporations, other than the last
corporation in the unbroken chain, owns stock possessing fifty
percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.

     Sec. 1:3. Agreement.  "Agreement" shall mean the written
agreement between Company and a Holder evidencing the Option
granted by Company and the understanding of the parties with
respect thereto.

     Sec. 1:4. Board of Directors.  "Board of Directors" shall mean
the board of directors of Company.

     Sec. 1:5. Code.  "Code" shall mean the Internal Revenue Code
of 1986, as amended.

     Sec. 1:6. Committee.  "Committee" shall mean the committee
designated in Article III hereof by the Board of Directors to
administer this Plan.

     Sec. 1:7. Eligible Individuals.  "Eligible Individuals" shall
mean:  (a) key employees, including officers and/or directors who
are also employees of Company and/or of any of its Affiliates; and
(b) individuals who are not employees of Company and/or of its
Affiliates but who from time to time provide substantial advice or
other assistance or services to Company and/or its Affiliates.

     Sec. 1:8. Fair Market Value.  "Fair Market Value" shall mean,
if the Stock is traded on one or more established markets or
exchanges, the mean of the opening and closing prices of the Stock
on the primary market or exchange on which the Stock is traded, and
if the Stock is not so traded or the Stock does not trade on the
relevant date, the value determined in good faith by the Board of
Directors.  For purposes of valuing Incentive Stock Options, the
Fair Market Value of stock shall be determined without regard to
any restriction other than one which, by its terms, will never
lapse.

     Sec. 1:9. Holder.  "Holder" shall mean an Eligible Individual
to whom an Option has been granted.

     Sec. 1:10.     Incentive Stock Options.  "Incentive Stock
Options" shall mean stock options that are intended to satisfy the
requirements of Sec. 422 of the Code.

     Sec. 1:11.     Nonstatutory Stock Options.  "Nonstatutory
Stock Options" shall mean stock options that are not intended to
be, or are not denominated as, Incentive Stock Options.

     Sec. 1:12.     Options.  "Options" shall mean either Incentive
Stock Options or Nonstatutory Stock Options, or both.

     Sec. 1:13.     Stock.  "Stock" shall mean Company's authorized
$.10 par value Class A Common Stock.


                           Article II
Stock and Maximum Number of Shares
Subject to the Plan

     Sec. 2:1. Description of Stock and Maximum Shares Allocated. 
The Stock which Options granted hereunder give a Holder the right
to purchase may be unissued or reacquired shares of Stock, as the
Board of Directors may, in its sole and absolute discretion, from
time to time determine.  Subject to the adjustments in Sec. 6.6
hereof, the aggregate number of shares of Stock to be issued
pursuant to the exercise of all Options granted hereunder may
equal, but may not exceed, 300,000 shares of Company's Stock.

     Sec. 2:2. Restoration of Shares.  If an Option hereunder
expires, terminates, or is not exercised for any reason during the
term of this Plan, the shares of Stock which were subject to such
Option shall be "restored" to the Plan by again being available for
Options granted after the shares' restoration, effective as of the
first day of the year following such expiration, termination, or
non-exercise.


                           Article III
Administration of the Plan

     Sec. 3:1. Stock Option Committee.  This Plan will be
administered by a Committee consisting of three members to be
appointed by Company's Board of Directors.  The members of the
Stock Option Committee must be members of the Company's Board of
Directors.

     Sec. 3:2. Duration, Removal, Etc.  The members of the
Committee shall serve at the pleasure of the Board of Directors,
which shall have the power, at any time and from time to time, to
remove members from the Committee or to add members thereto. 
Vacancies on the Committee, however caused, shall be filled by the
Board of Directors.

     Sec. 3:3. Meetings and Actions of Committee.  The Committee
shall elect one of its members as its Chairman and shall hold its
meetings at such times and places as it may determine.  All
decisions and determinations of the Committee shall be made by the
majority vote of all of its members present at a meeting; provided,
however, that any decision or determination reduced to writing and
signed by all of the members of the Committee shall be as fully
effective as if it had been made at a meeting duly called and held.

The Committee may make any rules and regulations for the conduct of
its business that are not inconsistent with the provisions hereof
and with the Bylaws of Company.

     Sec. 3:4. Committee's Powers.  Subject to the express
provisions hereof, the Committee shall have the authority, in its
sole and absolute discretion to: (a) adopt, amend, and rescind
administrative and interpretive rules and regulations relating to
the Plan; (b) determine the terms and provisions of the respective
Agreements (which need not be identical), including provisions
defining or otherwise relating to:  (i) subject to Article VI of
the Plan, the term and the period or periods and extent of
exercisability of the Options, (ii) the extent to which the
transferability of shares of Stock issued upon exercise of Options
is restricted, (iii) the effect of termination of employment upon
the exercisability of the Options, and (iv) the effect of approved
leaves of absence (consistent with any applicable regulations of
the Internal Revenue Service); (c) accelerate the time of
exercisability of any Option that has been granted; (d) construe
the respective Option Agreements and the Plan; and (e) make all
other determinations and perform all other acts necessary or
advisable for administering the Plan, including the delegation of
such ministerial acts and responsibilities as the Committee deems
appropriate.  The Committee may correct any defect or supply any
omission or reconcile any inconsistency in the Plan or in any
Agreement in the manner and to the extent it shall deem expedient
to carry it into effect, and it shall be the sole and final judge
of such expediency.  The determination of the Committee on the
matters referred to in this Sec. 3.4 shall be final and conclusive.


                           Article IV
Eligibility and Participation

     Sec. 4:1. Eligible Individuals.  Options may be granted
hereunder only to persons who are Eligible Individuals at the time
of the grant thereof.  Notwithstanding any provision contained
herein to the contrary, a person may not receive an Incentive Stock
Option hereunder unless he or she is an employee of Company and/or
an Affiliate, nor shall a person be eligible to receive an
Incentive Stock Option hereunder if he or she, at the time such
Option is granted, would own (within the meaning of Secs. 422 and
425 of the Code) stock possessing more than ten percent (10%) of
the total combined voting power or value of all classes of stock of
Company or an Affiliate, unless at the time such Incentive Stock
Option is granted the exercise price per share is at least one
hundred ten percent (110%) of the Fair Market Value of each share
of stock to which the Incentive Stock Option relates and the
Incentive Stock Option is not exercisable after the expiration of
five (5) years from the date it is granted.

     Sec. 4:2. No Right to Option.  The adoption of the Plan shall
not be deemed to give any person a right to be granted an Option.


                            Article V
Grant of Options and Certain Terms of the Agreements

     Sec. 5:1. Determination of Eligible Individuals.  Subject to
the express provisions hereof, the Committee shall determine which
Eligible Individuals shall be granted Options hereunder from time
to time.  In making grants, the Committee shall take into
consideration the contribution the potential Holder has made or may
make to the success of Company and/or its Affiliates along with
such other considerations as the Board of Directors may from time
to time specify.  The Committee shall also determine the number of
shares subject to each of such Options and shall authorize and
cause Company to grant Options in accordance with such
determinations.

     Sec. 5:2. Date of Grant.  The date on which the Committee
completes all action constituting an offer of an Option to an
individual, including the specification of the number of shares of
Stock to be subject to the Option, shall be the date on which the
Option covered by an Agreement is granted, even though certain
terms of the Agreement may not be determined at such time and even
though the Agreement may not be executed until a later time.  For
purposes of the preceding sentence, an offer shall be deemed made
if the Committee has completed all such action and has communicated
the grant thereof to the potential Holder.  In no event, however,
may an Optionee gain any rights in addition to those specified by
the Committee in its grant, regardless of the time that may pass
between the grant of the Option and the actual execution of the
Agreement by Company and the Optionee.

     Sec. 5:3. Stock Option Agreement.  Each Option granted
hereunder shall be evidenced by an Agreement, executed by Company
and the Eligible Individual to whom the Option is granted,
incorporating such terms as the Committee deems necessary or
desirable.  More than one Option may be granted hereunder to the
same Eligible Individual and be outstanding concurrently hereunder.

In the event an Eligible Individual is granted both one or more
Incentive Stock Options and one or more Nonstatutory Stock Options,
such grants shall be evidenced by separate Agreements, one for each
of the Incentive Stock Option grants and one for each of the
Nonstatutory Stock Option grants.

     Sec. 5:4. Forfeiture of Stock.  Each Agreement may provide for
conditions giving rise to the forfeiture of the Stock acquired
pursuant to an Option granted hereunder and/or such restrictions on
the transferability of shares of Stock acquired pursuant to an
Option granted hereunder as the Committee in its sole and absolute
discretion deems proper or advisable.  Such conditions giving rise
to forfeiture may include, but need not be limited to, the
requirement that the Holder render substantial services to Company
and/or its Affiliates for a specified period of time.  Such
restrictions on transferability may include, but need not be
limited to, options and rights of first refusal in favor of
Company.  

     Sec. 5:5. Cash Awards.  In addition, the Board of Directors
may authorize the Committee to grant cash awards payable in
connection with the exercise of an Option upon such terms and
conditions as are specified by the Board of Directors; provided
that no such cash award shall be effective unless it complies with
any applicable requirements for exemption from liability pursuant
to Rule 16b-3 promulgated under the Act.


                           Article VI
Terms and Conditions of Options

     All Options granted hereunder shall comply with, be deemed to
include, and shall be subject to, the following terms and
conditions:

     Sec. 6:1. Number of Shares.  Each Agreement shall state the
number of shares of Stock to which it relates.  Except to the
extent an Agreement otherwise provides, the following limitations
shall apply to the exercise of each Option:

     A.   First Year.  A Holder may not exercise his or her Option
during the first twelve (12) month period following the date of
grant of such Option.

     B.   After First Year.  A Holder may exercise up to (but not
more than) one-third of the total shares of Stock subject to his or
her Option at any time after the first twelve (12) month period
following the day of grant of such Option.

     C.   After Second Year.  A Holder may exercise up to (but not
more than) two-thirds of the total shares of Stock subject to his
or her Option at any time after the first twenty-four (24) month
period following the date of grant of such Option.

     D.   After Third Year.  A Holder may exercise all of the
shares of Stock subject to his or her Option at any time after the
first thirty-six (36) month period following the date of grant of
such Option.

     E.   Senior Status.  Notwithstanding the limitations stated
above, if a Holder is sixty-five (65) years of age or older at the
time his or her Option is granted, such Holder may exercise up to
(but not more than) one-half of the total shares of Stock subject
to such Option at any time during the first twelve (12) month
period following the date of grant of such Option and thereafter
may exercise all of the shares of Stock subject to such Option.

     F.   De Minimus Limitation.  Subject to the limitations stated
above, each Option may be exercised at one time or on several
successive occasions; however, each Option may not be exercised in
an amount less than one hundred (100) shares at any one time
(unless such exercise is being made as to the entire portion of
Stock which may be purchased pursuant to this Plan).

     Sec. 6:2. Exercise Price.  Each Agreement shall state the
exercise price per share of Stock.  The exercise price per share of
stock subject to an Incentive Stock Option shall not be less than
the greater of:  (a) the par value per share of the Stock; or (b)
one hundred percent (100%) of the Fair Market Value per share of
Company's Stock on the date of the grant of the Option.  The
exercise price per share of stock subject to a Nonstatutory Stock
Option shall not be less than fifty percent (50%) of the Fair
Market Value per share of the Stock on the date of the grant of the
Option.

     Sec. 6:3. Medium and Time of Payment, Method of Exercise, and
Withholding Taxes.

     A.   Payment of Exercise Price.  The exercise price of stock
covered by an Option shall be payable upon the exercise of the
Option in cash, by certified or cashier's check, or, with the
consent of the Committee, with shares of Stock of Company which
have been held by the Holder for at least six (6) months prior to
the date of exercise, or with the consent of the Committee, by a
combination of cash and such shares.  Exercise of an Option shall
not be effective until Company has received written notice of
exercise.  Such notice must specify the number of whole shares to
be purchased and be accompanied by payment in full of the aggregate
exercise price of the number of shares purchased.  Company shall
not in any case be required to sell, issue, or deliver a fractional
share with respect to any Option.

     B.   New Options.  In the event that a Holder pays the
exercise price of his Option, in whole or in part, with previously
owned shares of Stock, pursuant to the rules specified above, then,
if and to the extent approved by the Committee, in addition to the
shares of Stock purchased pursuant to the Option exercise, such
Holder shall also receive a new Option, subject to the terms and
conditions set forth below and in the Holder's individual Stock
Option Agreement.  Upon exercise of the Option with payment in the
form of either shares of Stock or a combination of cash and shares
of Stock, the Committee may, in its sole and absolute discretion,
grant the Holder a new Option for shares of Stock equal to the
number of shares that were delivered by the Holder to Company to
pay, in whole or in part, the exercise price of the previous
Option.  The exercise price of the new Option shall be equal to at
least 100% of the Fair Market Value per share of the Stock on the
date of the exercise of the previous Option. Provided, however, the
new Option cannot be exercised by the Holder until the later of: 
(1) the exercisability dates specified in the individual Option
Agreement; or (2) six (6) months after the date of grant.  As a
further condition on the exercisability of the new Option, the
shares of Stock received by the Holder upon exercise of his or her
previous Option must be held by the Holder for at least six (6)
months prior to any sale of such shares by the Holder.  Any sale of
such shares by a Holder prior to the expiration of the six (6)
month holding period shall render the new Option non-exercisable. 
Nothing in this paragraph shall prevent the Committee from granting
a Holder another new Option in the future when the previous new
Option is exercised by the Holder with the payment of previously
owned shares of Stock.

     C.   Withholding.

     1.   General.  The Committee may, in its discretion, require
a Holder to pay to Company at the time of exercise of an Option (or
portion thereof) the amount that Company deems necessary to satisfy
its obligation to withhold Federal, state, or local income or other
taxes incurred by reason of the exercise.  Upon the exercise of an
Option requiring tax withholding, a Holder may make a written
request to have shares of stock withheld by Company from the shares
otherwise to be received.  The number of shares so withheld shall
have an aggregate Fair Market Value on the date of exercise
sufficient to satisfy the applicable withholding taxes.  The
acceptance of any such request by a Holder shall be at the sole
discretion of the Committee, including, if deemed necessary by the
Committee, approval by the Securities and Exchange Commission and
the satisfaction of any additional requirements necessary to obtain
such approval.

     2.   Additional Sec. 16b Requirements.  Currently, with
respect to Option holders subject to liability under Section 16b of
the Act, such additional requirements include the following:  (1)
any previously owned shares of Stock used to satisfy the
withholding obligation must have been held by the taxpayer for at
least six (6) months, and any Option shares otherwise issuable
hereunder to be withheld to satisfy such obligations may be so
withheld only if both the exercise of the Option and the election
to have shares withheld are made at least six (6) months after the
date of grant; (2) the Option holder's election must be made:  (a)
at least six (6) months less one day prior to the date on which the
option exercise becomes taxable, or (b) within a 10-day "window
period" beginning on the third business day following the release
of Company's annual or quarterly financial reports and ending on
the twelfth day thereafter (but in no event later than the date the
option exercise becomes taxable); (3) Company has been subject to
the Act's reporting requirements for more than a year and has filed
all reports and statements required to be filed pursuant to Section
13 of the Act; (4) Company regularly issues quarterly or annual
summary statements of sales and earnings; (5) all members of the
Committee administering the Plan with respect to Option holders
subject to liability under Section 16b of the Act are
"disinterested" in accordance with Rule 16b-3 promulgated under the
Act; (6) the Committee will be empowered to consent to or
disapprove an Option holder's withholding election; and (7) any
withholding election will be required to be irrevocable.

     Sec. 6:4. Terms, Time of Exercise, and Transferability of
Options.

     A.   Decrease in Term of Option.  In addition to such other
terms and conditions as may be included in a particular Agreement
granting an Option, an Option shall be exercisable during a
Holder's lifetime only by him or her or by his or her guardian or
legal representative.  An Option shall not be transferrable other
than by will or the laws of descent and distribution.  Each Option
shall also be subject to the following terms and conditions (except
to the extent a Holder's Agreement otherwise provides):

     1.   Termination of Employment or Directorship.

     a.   Voluntary Termination.  If a Holder ceases to be employed
by at least one of the employers in the group of employers
consisting of Company and its Affiliates because the Holder
voluntarily terminates his or her employment with such group of
employers and the Holder does not remain or thereupon become a
director of Company or one or more of its Affiliates, or if a
Holder ceases to be a director of at least one of the corporations
in the group of corporations consisting of Company and its
Affiliates and the Holder does not remain or thereupon become an
employee of Company or one or more of its Affiliates, the portion
(if any) of an Option that remains unexercised, including that
portion (if any) that pursuant to the Agreement is not yet
exercisable, as of the date of the Holder's termination of
employment or ceasing to be a director, whichever occurs later,
shall terminate and cease to be exercisable as of such date (or
ninety [90] days prior thereto if the Holder elected to exercise
his or her Option in anticipation of such termination [to be
determined in the sole discretion of the Committee]).

                    b.   Termination for Cause.  If a Holder ceases
to be employed by at least one of the employers in the group of
employers consisting of Company and its Affiliate because any of
such entities terminates the Holder's employment for cause, the
portion (if any) of an Option that remains unexercised, including
that portion (if any) that pursuant to the Agreement is not yet
exercisable, at the time of the Holder's termination of employment,
shall terminate and cease to be exercisable immediately upon such
termination (or ninety [90] days prior thereto if the Holder
elected to exercise his or her Option in anticipation of such
termination [to be determined in the sole discretion of the
Committee]).  A Holder's employment shall be deemed terminated "for
cause" if terminated by the Board of Directors of Company (or the
board of directors of an Affiliate) because of incompetence,
insubordination, dishonesty, other acts detrimental to the interest
of Company and/or its Affiliates, or any material breach by the
Holder of any employment, nondisclosure, noncompetition, or other
contract with Company and/or one of its Affiliates.  Whether
"cause" exists shall be determined by such Board of Directors in
its sole discretion and in good faith.  The exercise of an option
in anticipation of a termination for cause shall be null and void.

                    c.   Termination Without Cause.  If a Holder
ceases to be employed by at least one of the employers in the group
of employers consisting of Company and its Affiliates because one
or more of such entities terminates the employment of the Holder
for otherwise than for "cause," and the Holder does not remain or
thereupon become a director of Company and/or one or more of its
Affiliates, the Holder shall have the right for thirty (30) days
following such termination to exercise the Option with respect to
that portion thereof that has become exercisable pursuant to
Holder's Agreement as of the date of such termination, and
thereafter the Option shall terminate and cease to be exercisable.

               2.   Disability.  If a Holder ceases to be employed
by at least one of the employers in the group of employers
consisting of Company and its Affiliates by reason of disability
(as defined in Sec. 22(e)(3) of the Code) and does not remain or
thereupon become a director of Company or one or more of its
Affiliates, or if the Holder ceases by reason of such disability to
be a director of at least one of the corporations in the group of
corporations consisting of Company and its Affiliates, the Holder
shall have the right for ninety (90) days after the date of
termination of employment with, or cessation of directorship of,
such group of employers by reason of disability, whichever occurs
later, to exercise an Option to the extent such Option is
exercisable on the date of his or her termination of employment,
and thereafter the Option shall terminate and cease to be
exercisable. 

               3.   Death.  If a Holder dies while in the employ of
Company or an Affiliate, or dies while a director of Company or an
Affiliate, his or her Option shall be exercisable by his or her
legal representatives, legatees, or distributees for six (6) months
following the date of the Holder's death to the extent such Option
is exercisable on the Holder's date of death, and thereafter the
Option shall terminate and cease to be exercisable.

     B.   Term of Option.  Notwithstanding any other provision of
this Plan, including the provisions of Subsection A above, no
Incentive Stock Option may be exercised after the expiration of ten
(10) years from the date it was granted (or the period specified in
Sec. 4.1, if applicable).  The Committee may prescribe in any
Agreement that the Option evidenced thereby may be exercised in
full or in part as to any number of shares subject thereto at any
time or from time to time during the term of the Option, or in such
installments at such times during said term as the Committee may
prescribe.  Except as provided above and unless otherwise provided
in any Agreement, an Option may be exercised at any time or from
time to time during the term of the Option.  Such exercise may be
as to any or all whole (but no fractional) shares which have become
purchasable under the Option.

     C.   Issuance of Stock Certificates.  Within a reasonable
time, or such time as may be permitted by law, after Company
receives written notice that the Holder has elected to exercise all
or a portion of an Option, such notice to be accompanied by payment
in full of the aggregate exercise price of the number of shares
purchased, Company shall issue and deliver a certificate
representing the shares acquired as a result of the exercise and
any other amounts payable in consequence of such exercise.  In the
event that a Holder exercises both an Incentive Stock Option, or
portion thereof, and a Nonstatutory Stock Option, or a portion
thereof, separate Stock certificates shall be issued, one for the
Stock subject to the Incentive Stock Option and one for the Stock
subject to the Nonstatutory Stock Option.  The number of shares of
Stock transferrable due to an exercise of an Option under this Plan
shall not be increased due to the passage of time, except as may be
provided in an Agreement.

     D.   Issuance in Compliance With Securities Laws.  Nothing
herein or in any Option granted hereunder shall require Company to
issue any shares upon exercise of any Option if such issuance
would, in the opinion of counsel for Company, constitute a
violation of the Securities Act of 1933, as amended, or any similar
or superseding statute or statutes, or any other applicable statute
or regulation, as then in effect.

     E.   Investment Legend.  At the time of exercise of an Option,
Company may, as a condition precedent to the exercise of such
Option, require from the Holder of the Option (or in the event of
his or her death, his or her legal representatives, legatees, or
distributees) such written representations, if any, concerning his
or her intentions with regard to the retention or disposition of
the shares being acquired by exercise of such Option and such
written covenants and agreements, if any, as to the manner of
disposal of such shares as, in the opinion of counsel to Company,
may be necessary to ensure that any disposition by such Holder (or
in the event of his or her death, his or her legal representatives,
legatees, or distributees), will not involve a violation of the
Securities Act of 1933, as amended, or any similar or superseding
statute or statutes, or any other applicable state or federal
statute or regulation, as then in effect.  Certificates for shares
of Stock, when issued, may have the following legend, or statements
of other applicable restrictions, endorsed thereon, and may not be
immediately transferable:

     The shares of Stock evidenced by this certificate have been
issued to the registered owner in reliance upon written
representations that these shares have been purchased for
investment.  These shares may not be sold, transferred, or assigned
unless, in the opinion of Company and its legal counsel, such sale,
transfer, or assignment will not be in violation of the Securities
Act of 1933, as amended, applicable rules and regulations of the
Securities and Exchange Commission, and any applicable state
securities laws.

     Sec. 6:5. Limitation on Aggregate Value of Shares That May
Become First Exercisable During Any Calendar Year Under an
Incentive Stock Option.  With respect to any Incentive Stock Option
granted under this Plan, to the extent that the aggregate Fair
Market Value of shares of Stock exceed $100,000, then such excess
over $100,000 shall not be considered as subject to an Incentive
Stock Option, but rather shall be considered as subject to a
Nonstatutory Stock Option.  This rule shall be applied by taking
shares of Stock subject to Incentive Stock Options that are
purchasable for the first time in the calendar year into account in
the order in which such Incentive Stock Options were granted.

     Sec. 6:6. Adjustments Upon Changes in Capitalization, Merger,
Etc.  

     A.   Method of Adjustment.  In the event of any change in the
number of outstanding shares of Stock effected without receipt of
consideration therefor by Company (other than as a result of the
conversion of Company's Class B Common Stock into Class A Common
Stock) by reason of a stock dividend, or split, combination,
exchange of shares or other recapitalization, merger, or otherwise,
in which Company is the surviving corporation, the aggregate number
and class of the reserved shares, the number and class of shares
subject to each outstanding Option, and the exercise price of each
outstanding Option shall be automatically adjusted to accurately
and equitably reflect the effect thereon of such change (provided
that any fractional share resulting from such adjustment may be
eliminated).  In the event of a dispute concerning such adjustment,
the decision of the Committee shall be conclusive.  The number of
reserved shares or the number of shares subject to any outstanding
Option shall be automatically reduced by any fraction included
therein which results from any adjustment made pursuant hereto.

     B.   Termination of Option.  The following provisions shall
apply unless a Holder's Agreement provides otherwise.  A
dissolution or liquidation of Company; a sale of all or
substantially all of the assets of Company where it is contemplated
that within a reasonable period of time thereafter Company will
either be liquidated or converted into a nonoperating company or an
extraordinary dividend will be declared resulting in a partial
liquidation of Company (but in all cases only with respect to those
employees whom it is anticipated will lose their employment with
Company and its Affiliates as a result of such sale of assets); a
merger or consolidation (other than a merger effecting a
reincorporation of Company in another state or any other merger or
a consolidation in which the shareholders of the surviving
corporation and their proportionate interests therein immediately
after the merger or consolidation are substantially identical to
the shareholders of Company and their proportionate interests
therein immediately prior to the merger or consolidation) in which
Company is not the surviving corporation (or survives only as a
subsidiary of another corporation in a transaction in which the
shareholders of the parent of Company and their proportionate
interests therein immediately after the transaction are not
substantially identical to the shareholders of Company and their
proportionate interests therein immediately prior to the
transaction) shall cause every Option then outstanding to
terminate, but the Holders of each such then outstanding Option
shall, in any event, have the right, immediately prior to such
dissolution, liquidation, sale of assets, merger, consolidation, or
transaction, to exercise each such Option, to the extent not
theretofore exercised, without regard to the determination as to
the periods and installments of exercisability made pursuant to a
Holder's Agreement if (and only if) such Options have not at that
time expired or been terminated.

     Sec. 6:7. Rights as a Shareholder.  A Holder shall have no
right as a shareholder with respect to any shares covered by his or
her Option until a certificate representing such shares is issued
to him or her.  No adjustment shall be made for dividends (ordinary
or extraordinary, whether in cash or other property) or
distributions or other rights for which the record date is prior to
the date such certificate is issued (except as provided in Sec.
6.6. hereof).

     Sec. 6:8. Modification, Extension, and Renewal of Options. 
Subject to the terms and conditions of and within the limitations
of the Plan, the Committee may modify, extend, or renew outstanding
Options granted under the Plan, or accept the surrender of Options
outstanding hereunder (to the extent not theretofore exercised) and
authorize the granting of new Options hereunder in substitution
therefor (to the extent not theretofore exercised).  The Committee
may not, however, without the consent of the Holder, modify any
outstanding Incentive Stock Options so as to specify a lower
exercise price or accept the surrender of outstanding Incentive
Stock Options and authorize the granting of new Options in
substitution therefor specifying a lower option price.  In
addition, no modification of an Option granted hereunder may,
without the consent of the Holder, alter or impair any rights or
obligations under any Option theretofore granted hereunder to such
Holder under the Plan, except as may be necessary with respect to
Incentive Stock Options to satisfy the requirements of Sec. 422 of
the Code.

     Sec. 6:9. Furnish Information.  Each Holder shall furnish to
Company all information requested by Company to enable it to comply
with any reporting or other requirements imposed upon Company by or
under any applicable statute or regulation.

     Sec. 6:10.     Obligation to Exercise; Termination of
Employment.  The granting of an Option hereunder shall impose no
obligation upon the Holder to exercise the same or any part
thereof.  In the event of a Holder's termination of employment with
Company or an Affiliate, the unexercised portion of an Option
granted hereunder shall terminate in accordance with Sec. 6.4
hereof.

     Sec. 6:11.     Agreement Provisions.  The Agreements
authorized under the Plan shall contain such provisions in addition
to those required by the Plan (including, without limitation,
restrictions or the removal of restrictions upon the exercise of
the Option and the retention or transfer of shares thereby
acquired) as the Committee deems advisable.  Each Agreement shall
identify the Option evidenced thereby as an Incentive Stock Option
or Nonstatutory Stock Option, as the case may be, and no Agreement
shall cover both an Incentive Stock Option and Nonstatutory Stock
Option.  Except as provided by Subsection B of Sec. 6.6, each
Agreement relating to an Incentive Stock Option granted hereunder
shall contain such limitations and restrictions upon the exercise
of the Incentive Stock Option to which it relates as is necessary
for the Incentive Stock Option to which such Agreement relates to
constitute an incentive stock option, as defined in Sec. 422 of the
Code.


                           Article VII
Duration of Plan

     No Incentive Stock Options may be granted hereunder after the
date that is ten (10) years from the earlier of:  (i) the date this
Plan is adopted by the Board of Directors; or (ii) the date this
Plan is approved by Company's shareholders.  In addition, with
respect to shares of Stock not currently covered by an outstanding
Option, this Plan may be terminated at any time by the Board of
Directors.

                          Article VIII
Amendment of Plan

     The Board of Directors may, insofar as permitted by law, with
respect to any shares at the time are not subject to Options,
suspend or discontinue the Plan or revise or amend it in any
respect whatsoever; provided, however, that, without the approval
of the holders of a majority of the outstanding shares of voting
stock of all classes of Company, no such revision or amendment
shall:  (a) change the number of shares of the Stock subject to the
Plan, (b) change the designation of the class of employees eligible
to receive Options, (c) decrease the price at which Incentive Stock
Options may be granted, (d) remove the administration of the Plan
from the Committee, or (e) without the consent of the affected
Holder, cause the Incentive Stock Options granted hereunder and
outstanding at such time that satisfied the requirements of Sec.
422 of the Code to no longer satisfy such requirements.


                           Article IX
General

     Sec. 9:1. Application of Funds.  The proceeds received by
Company from the sale of shares pursuant to Options shall be used
for general corporate purposes.

     Sec. 9:2. Right of Company and Affiliates to Terminate
Employment.  Nothing contained in the Plan, or in any Agreement,
shall confer upon any Holder the right to continue in the employ of
Company or any Affiliate, or interfere in any way with the rights
of Company or any Affiliate to terminate his or her employment at
any time.

     Sec. 9:3. No Liability for Good Faith Determinations.  Neither
the members of the Board of Directors nor any member of the
Committee shall be liable for any act, omission, or determination
taken or made in good faith with respect to the Plan or any Option
granted under it, and members of the Board of Directors and the
Committee shall be entitled to indemnification and reimbursement by
Company in respect of any claim, loss, damage, or expense
(including attorneys' fees, the costs of settling any suit,
provided such settlement is approved by independent legal counsel
selected by Company, and amounts paid in satisfaction of a
judgment, except a judgment based on a finding of bad faith)
arising therefrom to the full extent permitted by law and under any
directors and officers liability or similar insurance coverage that
may from time to time be in effect.

     Sec. 9:4. Information Confidential.  As partial consideration
for the granting of each Option hereunder, the Holder shall agree
with Company that he or she will keep confidential all information
and knowledge that he or she has relating to the manner and amount
of his participation in the Plan; provided, however, that such
information may be disclosed as required by law and may be given in
confidence to the Holder's spouse, tax, and financial advisors, or
to a financial institution to the extent that such information is
necessary to secure a loan.  In the event any breach of this
promise comes to the attention of the Committee, it shall take into
consideration such breach, in determining whether to recommend the
grant of any future Option to such Holder, as a factor militating
against the advisability of granting any such future Option to such
individual.

     Sec. 9:5. Other Benefits.  Participation in the Plan shall not
preclude the Holder from eligibility in any other stock option plan
of Company or any Affiliate or any old age benefit, insurance,
pension, profit sharing retirement, bonus, or other extra
compensation plans which Company or any Affiliate has adopted, or
may, at any time, adopt for the benefit of its employees.

     Sec. 9:6. Execution of Receipts and Releases.  Any payment of
cash or any issuance or transfer of shares of Stock to the Holder,
or to his or her legal representative, heir, legatee, or
distributee, in accordance with the provisions hereof, shall, to
the extent thereof, be in full satisfaction of all claims of such
persons hereunder.  The Committee may require any Holder, legal
representative, heir, legatee, or distributee, as a condition
precedent to such payment, issuance, or transfer, to execute a
release and receipt therefor in such form as it shall determine.

     Sec. 9:7. No Guarantee of Interests.  Neither the Committee
nor Company guarantees the Stock of Company from loss or
depreciation.

     Sec. 9:8. Payment of Expenses.  All expenses incident to the
administration, termination, or protection of the Plan, including,
but not limited to, legal and accounting fees, shall be paid by
Company or its Affiliates.

     Sec. 9:9. Company Records.  Records of Company or its
Affiliates regarding the Holder's period of employment, termination
of employment and the reason therefor, leaves of absence,
re-employment, and other matters shall be conclusive for all
purposes hereunder, unless determined by the Committee to be
incorrect.

     Sec. 9:10.     Information.  Company and its Affiliates shall,
upon request or as may be specifically required hereunder, furnish
or cause to be furnished, all of the information or documentation
which is necessary or required by the Committee to perform its
duties and functions under the Plan.

     Sec. 9:11.     No Liability of Company.  Company assumes no
obligation or responsibility to the Holder or his or her personal
representatives, heirs, legatees, or distributees for any act of,
or failure to act on the part of, the Committee.

     Sec. 9:12.     Company Action.  Any action required of Company
shall be by resolution of its Board of Directors or by a person
authorized to act by resolution of the Board of Directors.

     Sec. 9:13.     Severability.  If any provision of this Plan is
held to be illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining provisions hereof, but
such provision shall be fully severable, and the Plan shall be
construed and enforced as if the illegal or invalid provision had
never been included herein.

     Sec. 9:14.     Notices.  Whenever any notice is required or
permitted hereunder, such notice must be in writing and personally
delivered or sent by mail.  Any notice required or permitted to be
delivered hereunder shall be deemed to be delivered on the date on
which it is personally delivered, or, whether actually received or
not, on the third business day after it is deposited in the United
States mail, certified or registered, postage prepaid, addressed to
the person who is to receive it at the address which such person
has theretofore specified by written notice delivered in accordance
herewith.  Company or a Holder may change, at any time and from
time to time, by written notice to the other, the address which it
or he had theretofore specified for receiving notices.  Until
changed in accordance herewith, Company and each Holder shall
specify as its and his or her address for receiving notices the
address set forth in the Agreement pertaining to the shares to
which such notice relates.

     Sec. 9:15.     Waiver of Notice.  Any person entitled to
notice hereunder may waive such notice.

     Sec. 9:16.     Successors.  The Plan shall be binding upon the
Holder, his or her heirs, legatees, and legal representatives, upon
Company, its successors, and assigns, and upon the Committee, and
its successors.

     Sec. 9:17.     Headings.  The titles and headings of Sections
and Subsections are included for convenience of reference only and
are not to be considered in construction of the provisions hereof.

     Sec. 9:18.     Governing Law.  All questions arising with
respect to the provisions of the Plan shall be determined by
application of the laws of the State of Delaware except to the
extent Delaware law is preempted by federal law.  Questions arising
with respect to the provisions of an Agreement that are matters of
contract law shall be governed by the laws of the state specified
in the Agreement, except to the extent Delaware corporate law
conflicts with the contract law of such state, in which event
Delaware corporate law shall govern. The obligation of Company to
sell and deliver Stock hereunder is subject to applicable laws and
to the approval of any governmental authority required in
connection with the authorization, issuance, sale, or delivery of
such Stock.

     Sec. 9:19.     Word Usage.  Words used in the masculine shall
apply to the feminine where applicable, and wherever the context of
this Plan dictates, the plural shall be read as the singular and
the singular as the plural.

     Sec. 9:20.     Remedies.  Company may recover from a Holder
reasonable attorneys' fees incurred in connection with the
enforcement of the terms and provisions of the Plan and any
Agreement whether by an action to enforce specific performance or
for damages for its breach or otherwise.


                            Article X
Approval of Shareholders

     The Plan shall take effect on the date it is adopted by the
Board of Directors.  However, if this Plan is not approved by the
holders of a majority of the outstanding shares of Company's
Class A and Class B Common Stock at the Annual Meeting of
Shareholders scheduled to be held on June 11, 1992, any Options
granted hereunder shall be null, void, and of no force and effect
as of their grant date.

     IN WITNESS WHEREOF, Supreme Industries, Inc., acting by and
through its officers hereunto duly authorized has executed this
instrument to be effective the 7th day of April, 1992.

                              SUPREME INDUSTRIES, INC.



                              By:                                
                                            Herbert M. Gardner,
                                            Chairman of the Board




                 GRANT OF INCENTIVE STOCK OPTION
                              UNDER
                     1992 STOCK OPTION PLAN
                               OF
                    SUPREME INDUSTRIES, INC.


Date of Grant:   _________________________

     THIS GRANT, dated as of the date of grant first stated above
(the "Date of Grant"), is delivered by Supreme Industries, Inc., a
Delaware corporation (the "Company"), to ______________________
(the "Grantee"), who is an employee or officer of Company or one of
its subsidiaries.

     WHEREAS, on April 7, 1992, the Board of Directors (the
"Board") of Company adopted Company's 1992 Stock Option Plan (the
"Plan");

     WHEREAS, the Plan provides for the granting of Incentive Stock
Options (and Non-statutory Stock Options pursuant to other
requirements) by a committee (the "Committee") to be appointed by
the Board to directors, officers, and key employees of Company or
any subsidiary of Company (excluding directors and officers who are
not employees) to purchase shares of the Class A Common Stock of
Company, par value $.10 per share (the "Stock"), in accordance with
the terms and provisions thereof; and

     WHEREAS, the Committee considers Grantee to be a person who is
eligible for the grant of Incentive Stock Options under the Plan
and has determined that it would be in the best interests of
Company to grant the Incentive Stock Options documented herein.

     NOW, THEREFORE, the parties hereto, intending to be legally
bound hereby, agree as follows:

1.   Grant of Option

     Subject to the terms and conditions hereinafter set forth,
Company, with the approval and at the direction of Committee,
hereby grants to Grantee, as of the Date of Grant, an option to
purchase up to ____________ shares of Stock at a price of $________
per share, the fair market value as of the Date of Grant.  Such
option is hereinafter referred to as the "Option," and the shares
of stock purchasable upon exercise of the Option are hereinafter
sometimes referred to as the "Option Shares."  The Option is
intended by the parties hereto to be, and shall be treated as, an
Incentive Stock Option (as such term is defined under Section 422
of the Internal Revenue Code of 1986, as amended).

2.   Exercise of Option

     This Option will be exercisable in accordance with the
provisions of Article VI of the Plan as follows:

          a.   Exercise of Option.  Exercise of this Option will
not be effective until Company has received written notice of
exercise.  Such notice must specify the number of whole shares to
be purchased and be accompanied by payment in full of the aggregate
exercise price of the number of shares being purchased.  Company
will not in any case be required to sell, issue, or deliver a
fractional share with respect to this Option.  The exercise price
of stock covered by this Option shall be payable upon the exercise
of this Option in cash, by certified or cashier's check, or, with
the consent of the Committee, with shares of Stock of Company which
have been held by Grantee for at least six (6) months prior to the
date of exercise, or with the consent of the Committee, by a
combination of cash and such shares.

          b.   Restrictions on Amount Exercisable.  Grantee may not
exercise such Grantee's Option during the first twelve (12) month
period following the Date of Grant of such Option.  Grantee may
exercise up to (but not more than) one-third (1/3) of the total
shares of  Stock subject to such Option at any time after the first
twelve (12) month period following the Date of Grant of such
Option.  Grantee may exercise up to (but not more than) two-thirds
(2/3) of the total shares of Stock subject to such Option at any
time after the first twenty-four (24) month period following the
Date of Grant of such Option.  Grantee may exercise all of the
shares of Stock subject to the Option at any time after the first
thirty-six (36) month period following the date of grant of such
Option. Notwithstanding what is just stated, if Grantee is sixty-
five (65) years of age or older at the time the Option is granted,
such Grantee may exercise up to (but not more than) one-half (1/2)
of the total shares of Stock subject to such Option.  Subject to
the limitations just stated, each Option may be exercised at one
time or on several successive occasions; however, each Option may
not be exercised in an amount less than one hundred (100) shares at
any one time (unless such exercise is being made as to the entire
portion of Stock which may be purchased pursuant to this Plan).

               Although  Grantee may exercise during any calendar
year Options covering Stock having a value in excess of $100,000,
the excess portion will not qualify as Incentive Stock Options.  In
the event any exercise by Grantee in any calendar year is in excess
of the permitted $100,000 exercise limitation, the Stock Option
Committee may designate which shares will constitute the non-
qualified shares.  

          c.   New Options.  In the event that Grantee pays the
exercise price of this Option in whole or in part, with previously
owned shares of Stock, then, if and to the extent approved by the
Committee, in addition to the shares of Stock purchased pursuant to
the Option exercise, Grantee shall also receive a new Option,
subject to the terms and conditions set forth below.  Upon exercise
of this Option with payment in the form of either shares of Stock
or a combination of cash and shares of Stock, the Committee may, in
its sole and absolute discretion, grant to Grantee a new Option for
shares of Stock equal to the number of shares that were delivered
by Grantee to Company to pay, in whole or in part, the exercise
price of the previous Option.  The exercise price of the new Option
shall be equal to at least one hundred percent (100%) of the fair
market value per share of the Stock on the date of the exercise of
the previous Option.  Provided, however, the new Option cannot be
exercised by Grantee until six (6) months after the date of grant. 
As a further condition on the exercisability of the new Option, the
shares of Stock received by Grantee upon exercise of Grantee's
previous Option must be held by Grantee for at least six (6) months
prior to any sale of such shares by Grantee.  Any sale of such
shares by Grantee prior to the expiration of a six (6) month
holding period shall render the new Option non-exercisable.

          d.   Withholding.  If Grantee's exercise of the Option is
a taxable event, the Committee may, in its discretion, require
Grantee to pay to Company at the time of exercise of this Option
(or a portion thereof) the amount that Company deems necessary to
satisfy its obligation to withhold federal, state, or local income
or other taxes incurred by reason of the exercise.  Upon the
exercise of any Option requiring tax withholding, Grantee may make
a written request to have shares of Stock withheld by Company from
the shares otherwise to be received.  The number of shares so
withheld shall have an aggregate fair market value on the date of
exercise sufficient to satisfy the applicable withholding taxes. 
The acceptance of any such request by Grantee shall be at the sole
discretion of Committee, including, if deemed necessary by the
Committee, approval by the Securities and Exchange Commission and
the satisfaction of any additional requirements necessary to obtain
such approval.  Section 6:3.C.2. of the Plan contains additional
requirements which will apply in the event Grantee is, at the time
of exercise of Grantee's Option, subject to liability under Section
16b of the Securities Act of 1933.

          e.   Term of Option.  This Option may not be exercised
more than five (5) years from the Date of Grant hereof, and may be
exercised during such term only in accordance with the Plan and the
terms of this Agreement.

          f.   Restrictions on Issuing Shares.  Nothing contained
herein or in the Plan shall require Company to issue any shares
upon exercise of this Option if such issuance would, in the opinion
of counsel for Company, constitute a violation of the Securities
Act of 1933, as amended, or any similar or superseding statute or
statutes, or any other applicable statute or regulation, as then in
effect.

3.   Early Termination of Option

     Pursuant to Section 6:4A of the Plan, this Option will be
terminated upon the cessation of employment of Grantee or Grantee's
disability or death.  In addition, pursuant to Section 6:6B of the
Plan, this Option shall also terminate upon the dissolution or
liquidation of Company, a sale of all or substantially all of the
assets of Company (under circumstances therein described), and
certain mergers or consolidations (as therein described).  However,
Grantee shall, in any event, have the right, immediately prior to
any such dissolution, liquidation, sale of assets, merger,
consolidation or transaction, exercise this Option (to the extent
not theretofore exercised) without regard to the determination as
to the periods and installments of exercisability made pursuant to
this Agreement if (and only if) this Option has not at that time
expired or been terminated.

4.   Adjustments Upon Changes in Capitalization, Merger, etc.

     Pursuant to Section 6:6A of the Plan, the number and class of
shares subject to each outstanding Option, and the exercise price
of each outstanding Option, shall be automatically adjusted to
accurately and equitably reflect the effect thereon of a stock
dividend, split, combination, exchange of shares or other
recapitalization, merger, or otherwise, in which Company is the
surviving corporation.  In the event of a dispute concerning such
adjustment, the decision of the Committee shall be conclusive.

5.   Fair Market Value

     As used herein, the "fair market value" of a share of Stock
shall be the average of the high and low sale prices per share of
Stock on the American Stock Exchange, composite tape or other
recognized market source, as determined by the Committee, on the
applicable date of reference hereunder, or if there is no sale on
such date, then the average of such high and low sales prices on
the last previous day on which a sale is reported.

6.   No Rights of Shareholders

     Neither Grantee nor any personal representative shall be, or
shall have any of the rights and privileges of, a shareholder of
Company with respect to any shares of Stock purchasable or issuable
upon the exercise of the Option, in whole or in part, prior to the
date of exercise of the Option.

7.   Non-Transferability

     This Option is exercisable during Grantee's lifetime only by
Grantee or by Grantee's guardian or legal representative.  This
Option shall not be transferable other than by will or the laws of
descent and distribution. 

8.   Employment Not Affected

     Neither the granting of the Option nor its exercise is to be
construed as granting to Grantee any right with respect to
continuance of employment of Company.  Except as may otherwise be
limited by a written agreement between Company and Grantee, the
right of Company to terminate at will Grantee's employment with it
at any time (whether by dismissal, discharge, retirement or
otherwise) is specifically reserved by Company and acknowledged by
Grantee.

9.   Amendment of Option

     The Option may be amended by the Board or the Committee at any
time: (i) if the Board or the Committee determines, in its sole
discretion, that amendment is necessary or advisable in the light
of any addition to or change in the Internal Revenue Code of 1986
or in the regulations issued thereunder, or any federal or state
securities law or other law or regulation, which change occurs
after the Date of Grant and by its terms applies to the Option; or
(ii) other than in the circumstances described in clause (i) above,
with the consent of Grantee.

10.  Notice

     Any notice to Company provided for in this instrument shall be
addressed to it in care of its Secretary at its executive offices
at its executive offices at 65140 U.S. 33 East, P.O. Box 237,
Goshen, IN 46527-0237, and any notice to Grantee shall be addressed
to Grantee at the current address shown on the payroll records of
Company.  Any notice shall be deemed to be duly given if and when
properly addressed and posted by registered or certified mail,
postage prepaid.

11.  Incorporation of Plan by Reference

     The Option is granted pursuant to the terms of the Plan, the
terms of which are incorporated herein by reference, and the Option
shall in all respects be interpreted in accordance with the Plan. 
The Committee shall interpret and construe the Plan and this
instrument, and its interpretations and determinations shall be
conclusive and binding on the parties hereto and any other person
claiming an interest hereunder, with respect to any issue arising
hereunder or thereunder.

12.  Governing Law

     The validity, construction, interpretation, and effect of this
instrument shall exclusively be governed by and determined in
accordance with the laws of the State of Delaware, except to the
extent preempted by federal law, which shall to that extent govern.

     IN WITNESS WHEREOF, Company has caused its duly authorized
officers to execute and attest this Grant of Incentive Stock
Option, and to apply the corporate seal hereto, and Grantee has
placed Grantee's signature hereon, effective as of the Date of
Grant.


                              COMPANY:

                                   SUPREME INDUSTRIES, INC.



                                   By:___________________________
                                        Herbert M. Gardner,
                                        Chairman of the Board


                              GRANTEE:



                                   By:____________________________
                                        
ATTEST:



                                                     
  Rice M. Tilley, Jr., Assistant Secretary


     Grantee acknowledges receipt of a copy of the Plan, a copy of
which is annexed hereto, and represents that Grantee is familiar
with the terms and conditions thereof and that Grantee accepts this
Option subject to all of the terms and provisions hereof.  Grantee
hereby agrees to accept as binding, conclusive, and final all
decisions or interpretations of the Stock Option Committee upon any
questions arising under the Plan.

     Dated to be effective _________________________.



                                                                 
                                   _____________________, Grantee


                                                        Exhibit 4.2

                    Supreme Industries, Inc.,
                (formerly ESI Industries, Inc.)
                1982 Incentive Stock Option Plan
            (as amended effective November 29, 1988)

     This is an Incentive Stock Option Plan (the "Plan") of SUPREME
INDUSTRIES, INC., a Texas corporation (hereafter called "Company"),
under which incentive stock options may be granted to Company's
officers and/or employees to purchase shares of Company's ten-cent
par value Class A Common Stock.

     Section 1.  Purpose.  The purpose of this Plan is to permit
officers and/or employees of Company and/or its subsidiaries (now
existing or hereafter acquired) to acquire a proprietary interest
in Company thereby providing them with an additional incentive for
further promoting the success of Company's business operations and
encouraging them to remain as officers or employees of Company
and/or its subsidiaries (now existing or hereafter acquired).

     Section 2.  Administration of Plan.  This Plan will be
administered by a committee (the "Stock Option Committee")
consisting of three members to be appointed by Company's Board of
Directors.  The members of the Stock Option Committee must be
directors of Company.  Any member of the Stock Option Committee may
at any time be removed by Company's Board of Directors with or
without cause.  Upon the removal, resignation, or inability to
serve of any member of the Stock Option Committee, a successor (who
must be a director of Company) shall be selected by Company's Board
of Directors.  At its initial meeting, the members of the Stock
Option Committee shall select one from among them to act as
chairman of the Stock Option Committee.  A quorum of the Stock
Option Committee will consist of at least two members of the
Committee, and no action may be taken by the Stock Option Committee
unless a quorum is present and concurs in that action.  The Stock
Option Committee shall meet at such time and places as it may
determine to consider the granting of Options under this Plan. 
Subject to the provisions of this Plan, the Stock Option Committee
will have authority in its discretion:  (a) to construe and
interpret this Plan and all Options granted hereunder and to
determine the terms and provisions (and amendments thereof) of the
Options granted under this Plan (which need not be identical); (b)
to define the terms used in this Plan and in the Options granted
hereunder; (c) to prescribe, amend, and rescind rules and
regulations relating to this Plan; (d) to recommend the individuals
to whom, and the time or times at which, Options will be granted,
the number of Shares to be subject to each Option, and the Option
price; and (e) to make all other determinations necessary or
advisable for the administration of this Plan.  All determinations
and interpretations made by the Stock Option Committee will be
binding and conclusive on all participants in this Plan and on
their legal representatives and beneficiaries.  The Board of
Directors shall make the actual grant of Options based upon
recommendations received from the Stock Option Committee.

     Section 3.  Shares Subject to Plan.  Subject to adjustment as
provided in Section 8 hereof, the shares to be offered under this
Plan will be in whole or in part, as the Board of Directors of
Company may from time to time determine, authorized but unissued
shares of Company's ten-cent par value Class A Common Stock
("Class A Stock") or issued shares of Company's Class A Common
Stock which have been reacquired by Company.  The aggregate amount
of Class A Common Stock to be delivered upon exercise of all
Options granted under this Plan (as of the date of original
adoption of this Plan) may not exceed three hundred thousand
(300,000) of such shares.  If any Option granted hereunder expires
or terminates for any reason without having been exercised in full,
the  unpurchased shares subject thereto will (unless this Plan has
been terminated) again be available for other Options to be granted
under this Plan.

     Section 4.  Selection of Optionees.  Options may be granted
under this Plan to present and future officers and/or employees of
Company and/or its subsidiaries (whether now existing or hereafter
acquired), all such persons being hereafter referred to as
"Optionees."  In determining the persons to whom Options will be
granted and the number of shares to be covered by each Option, the
Stock Option Committee may take into account the nature of the
services rendered by such persons, their present and potential
contributions to the success of Company, and such other factors as
the Stock Option Committee in its discretion may deem relevant.  An
Optionee who has been granted an Option under this Plan may be
granted an additional Option or Options under this Plan if the
Stock Option Committee so determines.

     Section 5.  Option Price.  Options granted under this Plan
will provide for whatever exercise price may be determined by the
Stock Option Committee, except that in no event may such exercise
price be less than the fair market value of Company's Class A
Common Stock on the date of the grant.  In determining such fair
market value, there shall be used the closing bid price if such
Stock is traded on the over-the-counter market, or the closing
price on a securities exchange if such Stock is publicly traded on
one of the securities exchanges (except that if there was no
trading in such Stock on the date of the grant, the closing price
on the earliest preceding day during which there was trading in
such Stock shall be used).  Notwithstanding what is stated above,
in the event an Option is granted to a person who, at the time the
Option is granted, owns stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of
Company or of its subsidiary corporation, then the Option price at
the time the Option is granted must be at least one hundred ten
percent (110%) of the fair market value of Company's Class A Common
Stock.

     Section 6.  Term of Options.  The date of the granting of each
Option will be deemed to be the date such Option is granted by the
Board of Directors of Company.  On such date the Optionee shall
sign with Company a Stock Option Agreement in the form attached
hereto as Exhibit "A."  All Options which may be granted pursuant
to this Plan must be granted within ten (10) years from the date
this Plan was originally adopted by Company's Board of Directors. 
Every Option granted pursuant to this Plan must be exercised within
five (5) years after the date of granting of such Option.

     Section 7.  Method of Exercising Options.  Providing all of
the provisions of this Plan have been fully complied with, each
Option may be exercised by forwarding to Company's business office
in Chester, New Jersey, by certified letter, a written instrument
stating that the Option is being exercised and giving the number of
shares in respect of which it is being exercised.  Such written
instrument shall be signed by the person or persons exercising the
Option and shall be accompanied by a certified check or cashier's
check for the full amount of the Option price.  In the event a
person or persons other than an Optionee attempts to exercise the
Option, such written statement mailed to Company shall demonstrate
compliance with Section 11 to follow and be accompanied by such
proof of right to ownership as is required by the Texas Business
and Commercial Code to be given to transfer agents in connection
with the transfer of securities.  However, in the event the
Optionee so elects, the Optionee may pay the Option price by
assigning to Company Class A Common Stock already owned by such
Optionee the then market value or which, together with any cash
also paid, equals the full amount of such Option price.  Company
shall issue a certificate representing the shares being received
upon exercise of the Option, such certificate being registered in
the name of such person or persons, or if Company so elects in any
other name or names as may be requested by any Optionee.  All
shares represented by any such certificate shall be fully paid and
non-assessable.  An Optionee may not exercise such Optionee's
Option during the first twelve (12) month period following the date
of grant of such Option.  An Optionee may exercise up to (but not
more than) one-third of the total shares of Class A Common Stock of
Company subject to such Option at any time after the first twelve
(12) month period following the date of grant of such Option.  An
Optionee may exercise up to (but not more than) two-thirds of the
total shares of Class A Common Stock of Company subject to such
Option at any time after the first twenty-four (24) month period
following the date of grant of such Option.  An Optionee may
exercise all of the shares of Class A Common Stock of Company
subject to such Option at any time after the first thirty-six (36)
month period following the date of grant of such Option. 
Notwithstanding what is just stated, if an Optionee is sixty-five
(65) years of age or older at the time the Option is granted, such
Optionee may exercise up to (but not more than) one-half of the
total shares of Class A Common Stock of Company subject to such
Option at any time during the first twelve (12) month period
following the date of grant of such Option and thereafter may
exercise all of the shares of Class A Common Stock of Company
subject to such Option.  Subject to the limitations just stated,
each Option may be exercised at one time or on several successive
occasions; however, each Option may not be exercised in an amount
less than one hundred (100) shares at any one time (unless such
exercise is being made as to the entire portion of Class A Common
Stock which may be purchased pursuant to this Plan).  The form of
Option authorized by this Plan may contain such other provisions as
the Stock Option Committee may, from time to time, deem advisable.

     Although an Optionee may exercise during any calendar year
Options covering Class A Common Stock having a value in excess of
$100,000, the excess portion will not qualify as incentive stock
options.  In the event any exercise by the Optionee in any calendar
year is in excess of the permitted $100,000 exercise limitation,
the Stock Option Committee may designate which shares will
constitute the nonqualified shares.

     An Option granted hereunder to an Optionee prior to January 1,
1987, may not be exercised while there is outstanding any incentive
stock option which was granted before the granting of such Option
to such Optionee to purchase stock in Company or in a parent or
subsidiary corporation of Company or in a predecessor corporation
of Company or any of such corporations.  This restriction on
"sequential exercises" shall not apply to any Options granted
hereunder to an Optionee after December 31, 1986.

     Section 8.  Changes in Capital Structure.  Subject to any
required action by the shareholders, the number of shares of Class
A Common Stock covered by each outstanding Option, the price per
share thereof in each such Option, and the aggregate number of
shares remaining available under this Plan shall be proportionately
adjusted for any increase or decrease in the number of issued
shares of Class A Common Stock of Company resulting from a
subdivision or consolidation of shares, the payment of a stock
dividend (but only on the Class A Common Stock), or any other
increase or decrease in the number of such shares effected without
receipt of consideration by Company, provided that no fractional
shares shall be subject to an Option and each Option shall be
adjusted downward to the nearest full share.  However, no
adjustment contemplated by this Section 8 will be made as a result
of the conversion of Class B Common Stock into Class A Common
Stock.

     Subject to any required action by the shareholders, if Company
is the surviving corporation in any merger or consolidation, each
outstanding Option will pertain to and apply to the securities to
which a holder of the number of shares of Class A Common Stock
subject to the Option would have been entitled.  A dissolution or
liquidation of Company, or a merger or consolidation in which
Company is not the surviving corporation, will cause each
outstanding Option to terminate, provided that in such event each
Optionee may (immediately prior to such dissolution or liquidation,
or merger or consolidation in which Company is not the surviving
corporation) exercise such Optionee's Option.

     In the event of a change to all of Company's Class A Common
Stock with par value into the same number of shares with a
different par value or without par value, the shares resulting from
any such change shall be deemed to be Class A Common Stock within
the meaning of this Plan.

     To the extent that the foregoing adjustments relate to stock
or securities of Company, such adjustments shall be made by the
Stock Option Committee whose determination in that respect shall be
final, binding, and conclusive.  Notwithstanding any of the
foregoing adjustments, no adjustment may be made in the minimum
number of shares which may be purchased at any one time provided in
Section 7 above.

     Except as hereinbefore expressly provided in this Section 8,
an Optionee will have no rights by reason of any subdivision or
consolidation of shares of stock of any class, the payment of any
stock dividend, or any other increase or decrease in the number of
shares of stock of any class resulting from a dissolution,
liquidation, merger, consolidation, or other reorganization with
another corporation.  Any issue by Company of shares of stock of
any class, or securities convertible into shares of stock of any
class, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Class A
Common Stock subject to the Option.

     The grant of an Option pursuant to this Plan will not affect
in any way the right or power of Company to make adjustments,
reclassifications, reorganizations, or changes in its capital or
business structure; nor affect in any way the right or power of
Company to merge, consolidate, dissolve, liquidate, sell, or
otherwise transfer all or any part of its business or assets.

     Section 9.  Termination of Employment.  A primary reason for
Company's granting the Options referred to above is to encourage
each Optionee to remain an officer or employee of Company and/or
its subsidiaries.  Accordingly, if such status as officer or
employee is terminated for any reason, then such Optionee's Option
granted hereunder and then held by such Optionee (to the extent of
the unexercised portion thereof) will be deemed to have expired on
the same date as occurred such termination (or ninety [90] days
prior thereto if an Optionee attempts to exercise such Optionee's
Option in anticipation of such termination).  The failure of
Company promptly to declare that such Option is deemed to have
expired after the occurrence of any such event will not constitute
a waiver of such right, and Company may at any time thereafter
declare such Option to have expired regardless of its actions
during the interim period.  Under no circumstances may an
Optionee's Option be in any way affected by any change of
Optionee's activities, title, or position within the group
consisting of Company and its subsidiaries.

     Section 10.  Death of Employee.  If an Optionee dies while in
the employ of Company or one of its subsidiaries, then the
unexercised portion (to the extent then unexercised) of such
Optionee's Option may (to the extent the five-year rule of Section
6 above will not be violated) be exercised in full at any time
within six (6) months after the date of such deceased Optionee's
death, but only if exercised by an heir, devisee, or personal
representative of the deceased Optionee's estate who acquired the
Option directly from the Optionee through the latter's will or
pursuant to the laws of descent and distribution.

     Section 11.  Nontransferability.  No Option may be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by the laws of descent and
distribution.  Each Option is exercisable, during the lifetime of
an Optionee, only by the Optionee.  Any attempted assignment,
transfer, pledge, hypothecation, or other encumbrance of any Option
contrary to the provisions hereof, and any execution, attachment,
or similar process upon any Option, will be null, void, and of no
effect.

     Section 12.  Rights as Shareholder.  No Optionee may have any
rights as a shareholder with respect to any shares of Company's
Class A Common Stock covered by these Options until the date of
issuance of a stock certificate to such Optionee for such shares. 
Except as is otherwise provided in Section 8 above, no adjustment
will be made for dividends (ordinary or extraordinary and whether
in cash, securities, or other property) or distributions or other
rights for which the record date is prior to the date such stock
certificate is issued.

     Section 13.  Company's Obligations.  Company agrees that prior
to the time any of the Options first become exercisable, Company
shall register with the Securities and Exchange Commission, and any
applicable state regulatory authorities, all of Company's shares of
Class A Common Stock subject to this Plan.  Company further agrees
to maintain at all times sufficient authorized but unissued or
reacquired stock to meet the requirements of this Plan.  The
proceeds received by Company from the sale of the Class A Common
Stock pursuant to these Options shall be used for general corporate
purposes.  Company further agrees to pay all fees and expenses
necessarily incurred by Company in connection with these Options
and to use its best efforts to comply with all laws and regulations
which, in the opinion of Company's general counsel, are applicable
thereto.

     Section 14.  Restrictions on Issuing Shares.  The exercise of
each Option will be subject to the condition that if at any time
the Company determines in its discretion that the listing,
registration, or qualification of any shares otherwise deliverable
upon such exercise upon any securities exchange or under any state
or federal law, or that the consent or approval of any regulatory
body, is necessary or desirable as a condition of, or in connection
with, such exercise or the delivery or purchase of shares pursuant
thereto, then in any such event, such exercise will not be
effective unless such listing, registration, qualification,
consent, or approval has been effected or obtained free of any
conditions not acceptable to Company.

     Section 15.  Indemnification of Stock Option Committee.  In
addition to such other rights of indemnification as they may have
as directors or as members of the Stock Option Committee, the
members of the Stock Option Committee shall be indemnified by
Company against the reasonable expenses, including attorneys' fees
actually and necessarily incurred in connection with the defense of
any action, suit, or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of
any action taken or failure to act under or in connection with the
Plan or any Option granted hereunder, and against all amounts paid
by them in settlement thereof (provided such settlement is approved
by independent legal counsel selected by Company) or paid by them
in satisfaction of a judgment in any such action, suit, or
proceeding, except in relation to matters as to which it shall be
adjudged in such action, suit, or proceeding that such Stock Option
Committee member is liable for negligence or misconduct in the
performance of such member's duties; provided that within sixty
(60) days after institution of any such action, suit, or proceeding
a Stock Option Committee member shall in writing offer Company the
opportunity, at its own expense, to handle and defend the same.

     Section 16.  Amendment of Plan and Agreement.  Company's Board
of Directors may at any time amend the provisions of this Plan for
the purpose of complying with applicable corporate, securities, or
Federal tax laws.  Further, the Board of Directors may at any time
amend, alter, or discontinue this Plan, except that no amendment or
alteration may be made which would impair the rights of any
Optionee under any Option previously granted without such
Optionee's consent, and except that no amendment or alteration may
be made which, without the approval of the shareholders, would: 
(a) increase the total number of shares reserved for the purposes
of this Plan except as is provided in Section 8; (b) decrease the
Option price provided for in Section 5; (c) expand the class of
persons eligible to participate in this Plan as provided in Section
1; or (d) extend the Option period provided for in Section 6.

     DATED to be effective November 29, 1988.




                                    
                              ____________________________________ 
                              William J. Barrett, Secretary




                      ESI Industries, Inc.

                Incentive Stock Option Agreement

                1982 Incentive Stock Option Plan
            (As amended effective November 29, 1988)


     This Agreement is entered into between ESI Industries, Inc.
("Company") and ____________________________ ("Optionee").

     On this 17th day of September, 1991, Company's Board of
Directors approved a resolution granting to Optionee an Incentive
Stock Option for the purchase of 2,000 shares of Company's
Class "A" Common Stock.  Accordingly, in consideration of the
mutual covenants herein contained, the parties hereto agree as
follows:

     1.   Grant of Option.  Company hereby places into written form
the Incentive Stock Option that the Board of Directors has granted
today.  This option (the "Option"), granted as a matter of separate
inducement and agreement in connection with Optionee's status as an
officer and/or employee of Company and/or one of its subsidiaries,
and not in lieu of any salary or other compensation for Optionee's
services, is an option to purchase all or any part of an aggregate
of 2,000 shares of Company's ten cent ($0.10) par value Class "A"
Common Stock at a purchase price of _____________________ ($______)
per share.  The Option is in all respects subject to the terms,
definitions, and provisions of the 1982 Incentive Stock Option Plan
("Plan") adopted by Company on January 19, 1982 (as amended
effective November 29, 1988) which is incorporated by reference
herein.

     2.   Exercise of Option.  This Option will be exercisable in
accordance with the provisions of Section 7 of the Plan as follows:

     (a)  Method of Exercise.  Optionee shall forward to Company's
business office at P.O. Box 710, Chester, New Jersey 07930-0710, by
certified letter, a written instrument stating that the Option is
being exercised and giving the number of shares in respect of which
it is being exercised.  Such written instrument shall be signed by
the person or persons exercising the Option and shall be
accompanied by a certified check or cashier's check for the full
amount of the option price.  In the event a person or persons other
than Optionee attempts to exercise the Option, such written
statement mailed to Company shall demonstrate compliance with
Paragraph 5 to follow and be accompanied by such proof of right to
ownership as is required by the Delaware Uniform Commercial Code to
be given to transfer agents in connection with the transfer of
securities.  However, in the event Optionee so elects, Optionee may
elect to pay the option price by assigning to Company Class "A"
Common Stock already owned by such Optionee the then market value
of which, together with any cash also paid, equals the full amount
of such option price.  Company shall issue a certificate
representing the shares being received upon exercise of the Option,
such certificate being registered in the name of such person or
persons, or if Company so elects in any other name or names as may
be requested by Optionee.  All shares represented by any such
certificate shall be fully paid and non-assessable.

          Optionee may not exercise such Optionee's Option during
the first twelve (12) month period following the date of grant of
such Option.  Optionee may exercise up to (but not more than) one-
third (1/3) of the total shares of Class "A" Common Stock of
Company subject to such Option at any time after the first twelve
(12) month period following the date of grant of such Option. 
Optionee may exercise up to (but not more than) two-thirds (2/3) of
the total shares of Class "A" Common Stock of Company subject to
such Option at any time after the first twenty-four (24) month
period following the date of grant of such Option.  Optionee may
exercise all of the shares of Class "A" Common Stock of Company
subject to the Option at any time after the first thirty-six (36)
month period following the date of grant of such Option. 
Notwithstanding what is just stated, if Optionee is sixty-five (65)
years of age or older at the time the Option is granted, such
Optionee may exercise up to (but not more than) one-half (1/2) of
the total shares of Class "A" Common Stock of Company subject to
such Option.  Subject to the limitations just stated, each Option
may be exercised at one time or on several successive occasions;
however, each Option may not be exercised in an amount less than
one hundred (100) shares at any one time (unless such exercise is
being made as to the entire portion of Class "A" Common Stock which
may be purchased pursuant to this Plan).

          Although an Optionee may exercise during any calendar
year Options covering Class "A" Common Stock having a value in
excess of $100,000, the excess portion will not qualify as
incentive stock options.  In the event any exercise by the Optionee
in any calendar year is in excess of the permitted $100,000
exercise limitation, the Stock Option Committee may designate which
shares will constitute the non-qualified shares.

     (b)  Term of Option.  The Option may not be exercised more
than five (5) years from the date of grant of the Option, as set
forth below, and may be exercised during such term only in
accordance with the Plan and the terms of this Agreement.

     (c)  Restrictions on Issuing Shares.  The exercise of each
Option will be subject to the condition that if at any time Company
determines in its discretion that the listing, registration, or
qualification of any shares otherwise deliverable upon such
exercise upon any securities exchange or under any state or federal
law, or that the consent or approval of any regulatory body, is
necessary or desirable as a condition of, or in connection with,
such exercise or the delivery or purchase of shares pursuant
thereto, then in any such event, such exercise will not be
effective unless such listing, registration, qualification,
consent, or approval has been effected or obtained free of any
conditions not acceptable to Company.

     3.   Changes in Capital Structure.  Pursuant to Section 8 of
the Plan, the Stock Option Committee ("Committee") will
proportionately adjust the number of shares covered by each
outstanding Option, the price per share thereof in each Option, and
the aggregate number of shares remaining available under the Plan
in the event of certain changes in Class "A" Common Stock of
Company as presently constituted.  The determination of the
Committee shall be final, binding, and conclusive.

     4.   Termination of Employment and Death of Optionee.  The
effect on the exercise of the Option caused by Optionee's
termination of status as an officer of Company and/or an officer or
employee of one of Company's subsidiaries, or Optionee's death, is
described in Sections 9 and 10 of the Plan.

     5.   Non-Transferability.  No Option may be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner
other than by will or by the laws of descent and distribution. 
Each Option is exercisable, during the lifetime of Optionee, only
by Optionee.  Any attempted assignment, transfer, pledge,
hypothecation, or other encumbrance of any Option contrary to the
provisions hereof, and any execution, attachment, or similar
process upon any Option, will be null, void, and of no effect.

Date of Grant: ___________________________

                         COMPANY:

                         ESI INDUSTRIES, INC.



                         By:____________________________________  
                         

ATTEST:



                                                      
Rice M. Tilley, Jr., Assistant Secretary


     Optionee acknowledges receipt of a copy of the Plan, a copy of
which is annexed hereto, and represents that such Optionee is
familiar with the terms and conditions thereof and that such
Optionee hereby accepts this Option subject to all the terms and
provisions hereof.  Optionee hereby agrees to accept as binding,
conclusive, and final all decisions or interpretations of the Stock
Option Committee upon any questions arising under the Plan.


DATED:    __________________________




                                                                  
                      
                                _________________, Optionee




                        Stock Option Exercise Letter


CERTIFIED MAIL


                                        
(Date)


ESI Industries, Inc.
P.O. Box 710
Chester, NJ  07930-0710

Attention:  Stock Option Committee

Dear Sir:

     The undersigned hereby elects to exercise the undersigned's
Option to purchase ____________ shares of the ten-cent par value
Class "A" Common Stock of ESI Industries, Inc., under and pursuant
to the 1982 Incentive Stock Option Plan and Stock Option Agreement
(as amended effective November 29, 1988).

     Delivered herewith is a certified check or cashier's check in
the amount of $          in full payment of the option price.

     The name or names to be on the stock certificate or
certificates and the address and Social Security Number of such
person are as follows:

          Name:                                             

          Address:                                          

          Social Security Number:                           


                                   Very  truly yours,



                                   __________________, Optionee

Enclosure




                                                        Exhibit 5.1


                       Opinion of Counsel


                     LAW, SNAKARD & GAMBILL
                   A PROFESSIONAL CORPORATION
                    ATTORNEYS AND COUNSELORS
                       3200 BANK ONE TOWER
                        500 THROCKMORTON
                  FORT WORTH, TEXAS  76102-3859
                       _________________  

                       AREA (817) 335-7373
                         METRO 429-2991

                       FACSIMILE 332-7473
                       DIRECT DIAL NUMBER
                         (817) 878-6307

                           May 5, 1995


Supreme Industries, Inc.
16500 County Road 38
Goshen, IN  46526-0463

          Re:  Form S-8 and Form S-3 Registration Statement

Gentlemen:

     We have acted as counsel to Supreme Industries, Inc., a
Delaware corporation, (the "Company") in connection with the
proposed offering of the following shares of the Company's Class A
Common Stock, $.10 par value (the "Common Stock"):  

     (1)  57,132 shares of Common Stock previously issued under the
          Company's 1992 Stock Option Plan and 1982 Incentive Stock
          Option Plan are to be offered for sale by certain selling
          shareholders (the "Selling Shareholders"); 

     (2)  172,500 shares of Common Stock issuable by the Company
          upon the exercise of presently outstanding options
          granted under the Company's 1992 Stock Option Plan and
          1982 Incentive Stock Option Plan; and

     (3)  143,50 shares of Common Stock issuable upon exercise of
          options not yet granted under the Company's 1992 Stock
          Option Plan.  

     All of the above shares of Common Stock are offered pursuant
to a Registration Statement on Form S-8 and Form S-3 (the
"Registration Statement") to which this opinion is being filed as
an exhibit.

     In our capacity as counsel to the Company, we have examined
and relied upon the Company's Certificate of Incorporation and
Bylaws, as amended, and the records of corporate proceedings with
respect to the approval of the proposed registration and the
offering and sale of the shares of Common Stock thereunder, and
have made such other investigations as we have deemed necessary and
prudent for the purposes of the opinions expressed herein.

     Based upon the foregoing, but subject to the penultimate
paragraph of this letter, we are of the opinion that:

     (1)  All of the above described shares of Common Stock have
          been duly authorized;

     (2)  The 57,132 shares of Common Stock previously issued under
          the 1992 Stock Option Plan and the 1982 Incentive Stock
          Option Plan have been validly issued and are fully paid
          and nonassessable;  and

     (3)  When (a) the Registration Statement shall become
          effective; (b) the applicable provisions of the
          securities laws of the various states have been complied
          with; and (c) the 172,500 shares of Common Stock issuable
          upon the exercise of presently outstanding options
          granted under the Company's 1992 Stock Option Plan and
          1982 Incentive Stock Option Plan and the 143,500 shares
          issuable upon exercise of options not yet granted under
          the 1992 Stock Option Plan have been issued and paid for
          in accordance with (i) the terms and conditions set forth
          in the Registration Statement and (ii) the terms and
          conditions of the 1992 Stock Option Plan and 1982
          Incentive Stock Option Plan, respectively, and related
          documents entered or to be entered into between the
          Company and a particular optionee, then, upon delivery of
          such shares of Common Stock, such Common Stock will be
          legally issued, fully paid and nonassessable.  

     This opinion is limited to the matters expressly set forth
herein, and no opinion is implied or may be inferred beyond the
matters expressly so stated.

     We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the aforesaid
Registration Statement and of the use of our name in the Prospectus
constituting a part thereof.

                                   Respectfully Submitted,


                                   /s/ Law, Snakard & Gambill, P.C.


                                   LAW, SNAKARD & GAMBILL, P.C.





                                                       Exhibit 23.2



               CONSENT OF INDEPENDENT ACCOUNTANTS





We consent to the incorporation by reference in this registration
statement of Supreme Industries, Inc. on Form S-8 of our reports
dated January 27, 1995, on our audits of the consolidated financial
statements and financial statement schedule of Supreme Industries,
Inc. and subsidiaries as of December 31, 1994 and 1993, and for
each of the three years in the period ended December 31, 1994,
which reports are incorporated by reference in Supreme Industries,
Inc. Annual Report on Form 10-K for the year ended December 31,
1994.  We also consent to the reference to our firm under the
caption "Experts".



                                   /s/  Coopers & Lybrand L.L.P.  


                                   COOPERS & LYBRAND L.L.P.


Elkhart, Indiana
May 10, 1995










                                                     Exhibit 24.1


                        POWER OF ATTORNEY



     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
Directors of Supreme Industries, Inc. (the "Company") hereby
constitutes and appoints Herbert M. Gardner, William J. Barrett,
and Robert W. Wilson, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign a Registration Statement on Form S-8
and Form S-3 and any and all amendments (including post-effective
amendments) thereto, and to file the same, with all exhibits
thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission for the purpose of registering,
under the Securities Act of 1933, shares of the Company's Class A
Common Stock, granting unto each 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, as fully to all intents
and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any
of them or their or his substitute or substitutes may lawfully do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned have executed this Power
of Attorney this 5th day of May, 1995.

     Signature                          Title


/s/ Herbert M. Gardner             Chairman of the Board and
                                   President
Herbert M. Gardner                 (Principal Executive Officer)

/s/ Omer G. Kropf                  Executive Vice President and
                                   Director
Omer G. Kropf

/s/ William J. Barrett             Secretary, Assistant Treasurer
                                   and 
William J. Barrett                 Director


/s/ Robert W. Wilson               Executive Vice President,
                                   Treasurer, 
Robert W. Wilson                   Chief Financial Officer and
Director
                                   (Principal Financial and
                                   Accounting Officer)
    
/s/ Robert J. Campbell             Director
Robert J. Campbell


/s/ Rice M. Tilley, Jr.            Assistant Secretary and
                                   Director
Rice M. Tilley, Jr.
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As filed with the Securities and Exchange Commission on 
May 16, 1995.

                                   Registration No. 33-          

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                                           

                      FORM S-8 and FORM S-3
                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933
                                             

                    SUPREME INDUSTRIES, INC.                    
     (Exact name of Registrant as specified in its charter)

          DELAWARE                             75-1670945       
     (State or other jurisdiction of         (I.R.S. Employer
     incorporation or organization)          Identification No.)

      65140 U.S. 33 East, P.O. Box 237, Goshen, IN  46526, 
                       (219) 642-3070                           
  (Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

    1992 Stock Option Plan; 1982 Incentive Stock Option Plan    
                       Full title of plan

                       RICE M. TILLEY, JR.
                  Law, Snakard & Gambill, P.C.
                       3200 Bank One Tower
                    Fort Worth, Texas  76102
                         (817) 878-6350

(Name, address, including zip code, and telephone number, including
area code, of agent for service)

                           Copies to:
                       VERNON E. REW, JR.
                  Law, Snakard & Gambill, P.C.
                       3200 Bank One Tower
                    Fort Worth, Texas  76102

     Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
Registration Statement as determined by market conditions.  

                       CALCULATION OF REGISTRATION FEE

                                                                  
    

                                   Proposed       Proposed
                                   maximum        maximum       
Amount
Title of each          Amount      offering       aggregate      of
class of securities    to be       price per      offering      
regis.
to be registered       registered  share          price         
fee.
Common Stock,          172,500(1)  $4.14(2)        $714,150(3)  
$246.24
Class A                shares
$.10 par value

Common Stock,          143,500(4)  $7.66(5)      $1,099,210(5)  
$379.00
Class A    
$.10 par value

Common Stock,           57,132(6)  $7.66(7)        $437,631(7)  
$150.90
Class A
$.10 par value

TOTALS                 373,132                   $2,237,191     
$776.14
(1)(a) 152,500 shares are issuable upon exercise of presently
outstanding
options issued under registrant's 1992 Stock Option Plan.  This
Registration Statement also covers such indeterminable number of
additional shares as may become deliverable due to future
adjustments
under terms of such Plan; and (b) 20,000 shares are issuable upon
exercise of presently outstanding options issued under registrant's
1982
Incentive Stock Option Plan.  

(2)  Computed in accordance with Rule 457(h) solely for the purpose
of
calculating the registration fee.  Computation based on the
weighted
average exercise price (rounded to nearest cent) at which the
options
outstanding whose exercise will result in the issuance of the
shares
being registered may be exercised.

(3)  Calculated in accordance with Rule 457(h) based on the
aggregate
exercise price for all presently outstanding options described in
note
(1) above.

(4)  143,500 shares are issuable upon exercise of options not yet
granted
under the 1992 Stock Option Plan.  This Registration Statement also
covers such undeterminable number of additional shares as may
become
deliverable due to future adjustments under terms of such Plan.

(5)  Computed in accordance with Rule 457(h) solely for the purpose
of
calculating the registration fee.  Computation based on the average
of
the high and low prices of the Class A Common Stock as reported on
the
American Stock Exchange on May 3, 1995, given that the price, at
which
options to be granted in the future may be exercised, is not
currently
determinable.

(6)  Represents the number of shares previously issued under the
1992
Stock Option Plan and 1982 Incentive Stock Option Plan that are to
be
registered and offered by Selling Shareholders.

(7)  Computed in accordance with Rule 457(h) solely for the purpose
of
calculating the registration fee.  Computation based on the average
of
the high and low prices of the Class A Common Stock as reported on
the
American Stock Exchange on May 3, 1995, given that the price at
which
shares are to be sold in the future is not currently determinable.

     This Registration Statement shall be deemed to cover
securities
resulting from stock splits, stock dividends or similar
transactions as
provided by Rule 416 of the Act.

                           EXPLANATORY NOTE

     In accordance with the instructional Note to Part 1 of Form
S-8 as
promulgated by the Securities and Exchange Commission, the
information
specified by Part 1 of Form S-8 has been omitted from this
Registration
Statement on Form S-8 for offers of Common Stock of Supreme
Industries,
Inc. (the "Company") pursuant to the benefit plans referred to
herein
(the "Plans").  The prospectus filed as part of this Registration
Statement has been prepared in accordance with the requirements of
Form
S-3 and may be used for reofferings and resales of unregistered
shares of
Common Stock previously acquired pursuant to the Plans,
(hereinafter such
Prospectus will be referred to as the "Prospectus").
REOFFER PROSPECTUS

                    SUPREME INDUSTRIES, INC.

                          57,132 Shares

              Class A Common Stock, $.10 par value

         Offered for the Account of Selling Shareholders

                   See "Selling Shareholders"
                _________________________________

     This Prospectus relates to 57,132 shares (the "Shares") of the
Class A Common Stock, $.10 par value ("Common Stock"), of Supreme
Industries, Inc. (the "Company"), a Delaware corporation, which may
be offered from time to time by certain selling shareholders (the
"Selling Shareholders") for their own benefit.  It is anticipated
that the Selling Shareholders will offer the Shares for sale at
prevailing prices on the American Stock Exchange on the date of
sale or at negotiated prices.  The Company will receive no part of
the proceeds of sales made hereunder.  All expenses of registration
incurred in connection with this offering are being borne by the
Company, but all selling and other expenses incurred by the Selling
Shareholders will be borne by such Selling Shareholders.

     The Selling Shareholders and any broker executing selling
orders on behalf of the Selling Shareholders may be deemed to be an
"underwriter" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), in which event commissions received
by such broker may be deemed to be underwriting commissions under
the Securities Act.

     The Class A Common Stock of the Company is traded on the
American Stock Exchange.  On May 3, 1995, the closing price of the
Company's Class A Common Stock, as reported by the American Stock
Exchange in The Wall Street Journal, was $7.625 (AMEX Symbol: STS).

     No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in
connection with the offering described herein, and, if given or
made, such information or representations must not be relied upon
as having been authorized by the Company or the Selling
Shareholder. 
This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, nor shall there be any sale of
these securities by any person in any jurisdiction in which it is
unlawful for such person to make such offer, solicitation or sale. 
Neither the delivery of this Prospectus nor any sale made hereunder
shall under any circumstances create an implication that the
information contained herein is correct as of any time subsequent
to the date hereof.

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

           The date of this Prospectus is May 5, 1995.

                      AVAILABLE INFORMATION

     The Company is subject to the informational reporting
requirements of the Securities Exchange Act of 1934 (the "Exchange
Act") and in accordance therewith shall file reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission").  Such reports, proxy statements and
other information can be inspected and copied at the Public
Reference Room of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's regional offices at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois, 60661 and Seven World Trade Center, New York,
New York 10048.  Copies of such material can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.  Information, as of
particular dates, concerning directors and officers of the Company,
their remuneration, options granted to them, the principal holders
of securities of the Company, and any material interest of such
persons in transactions with the Company will be disclosed in the
proxy statements to be distributed to shareholders of the Company
and filed with the Commission.     
                _________________________________

     This Prospectus incorporates by reference documents not
presented herein or delivered herewith.  The Company hereby
undertakes to provide without charge to each person to whom a copy
of this Prospectus is delivered, upon written or oral request of
any such person, a copy of any and all of the information that has
been or may be incorporated by reference in this Prospectus, other
than exhibits to such documents.  Requests for such copies should
be directed to the Chief Financial Officer, Supreme Industries,
Inc., 65140 U.S. 33 East, P.O. Box 237, Goshen, IN  46526.  The
Company's telephone number at that location is (219) 642-3070.
                _________________________________

     The Company has filed with the Commission a Registration
Statement on Form S-8 and Form S-3 (the "Registration Statement")
under the Securities Act of 1933, as amended, with respect to the
shares of Class A Common Stock offered by this Prospectus.  This
Prospectus does not contain all the information set forth in the
Registration Statement and the exhibits thereto.  For further
information with respect to the Company and the securities offered
hereby, reference is made to the Registration Statement and the
exhibits thereto.  Copies of the Registration Statement are
available from the Commission.

              INFORMATION INCORPORATED BY REFERENCE

     The following documents filed with the Commission by the
Company are incorporated by reference herein:

     (1)  The Company's Annual Report on Form 10-K for the year
          ended December 31, 1994; 

     (2)  The Company's definitive Proxy Statement with respect to
          its 1995 Annual Meeting of Shareholders; and

     (3)  All other reports filed by the Company since December 31,
          1994, pursuant to Sections 13(a), 13(c), 14 or 15(d) of
          the Exchange Act.

     All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof and
before the termination of the offering shall be deemed to be
incorporated by reference herein and made a part hereof from the
date any such document is filed.

     Any statements contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes hereof to the extent that a statement contained herein (or
in any other subsequently filed document which is also incorporated
by reference herein) modifies or supersedes such statement.  Any
statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.

                 DETERMINATION OF OFFERING PRICE

     The offering price of the securities offered hereby by selling
security holders may be based either on the market price of such
securities on the American Stock Exchange as it may exist from day
to day during the offering period or may reflect a negotiated
price.

                      SELLING SHAREHOLDERS

     The following table shows for each Selling Shareholder, as of
March 17, 1995, certain information with regard to beneficial
ownership of Class A Common Stock, $.10 par value ("Common Stock")
(including shares beneficially owned by such persons pursuant to
the rules of beneficial ownership, including shares subject to
outstanding stock options, whether or not such options are
currently exercisable) as follows:  the amount of Common Stock
beneficially owned prior to the offering, the number of shares of
Class A Common Stock offered hereby (which were acquired by the
Selling Shareholders by the exercise of options granted to them
under the Company's 1982 Incentive Stock Option Plan and 1992 Stock
Option Plan (the "Plans")), and the amount and percentage of shares
to be beneficially owned after the offering, assuming all of the
shares offered hereby are sold by the Selling Shareholders.  

                                                  Amount and
                   Amount of                      Percent of
                   Beneficial                     Beneficial
                   Ownership of    Amount of      Ownership of
                   Class A         Class A        Class A
                   Common Stock    Common Stock   Common Stock
                   Prior to        Hereby         After
Name(1)            Offering(2)     Offered(3)     Offering (2)(4)
James L. Bandy             5,288          1,700           3,588 *
Robert W. Wilson          26,700          1,700          25,000 *
Peter P. Borsuk           20,000         20,000             -0-
James A. Mellott          10,000         10,000             -0-
James Helmuth              7,932          7,932             -0-
Samuel K. Craig            5,000          2,000           3,000 *
Richard A. Pippenger,Sr.  17,282          7,050          10,232 *
Christy E. Miller          6,735          1,000           5,735 *
William E. Dorsey          3,750            750           3,000 *
Phillip Barry Smith        4,000          1,000           3,000 *
Stephen Bassett           59,500          4,000          55,500 *
            
*    Represents less than 1% of the Class A Common Stock
outstanding.
PLAN OF DISTRIBUTION

     The Common Stock may be sold from time to time by the Selling
Shareholders or by pledgees, donees, transferees or other
successors in interest.  Such sales may be made on the American
Stock Exchange ("AMEX"), or otherwise at prices and at terms then
prevailing or at prices related to the then current market price,
or in negotiated transactions.  The Class A Common Stock may be
sold by one or more of the following:  (a) a block trade in which
the broker or dealer so engaged will attempt to sell the shares as
agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker
or dealer for its account pursuant to this Prospectus; and (c)
ordinary brokerage transactions and transactions in which the
broker solicits purchases.  In effecting sales, brokers or dealers
engaged by the Selling Shareholders may arrange for other brokers
or dealers to participate.  Brokers or dealers will receive
commissions or discounts from Selling Shareholders in amounts to be
negotiated immediately prior to the sale.  Such brokers or dealers
and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Act") in connection with such sales.  In addition,
any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to this Prospectus.  The Company will not receive any of
the proceeds from the sale of these shares, although it has paid
the expenses of preparing this Prospectus and the related
Registration Statement.  The Selling Shareholders have been advised
that they are subject to the applicable provisions of the
Securities Exchange Act of 1934, including without limitation,
Rules 10b-5, 10b-6 and 10b-7 thereunder.

                    SECURITIES TO BE OFFERED

SUPREME COMMON STOCK

     The Company's Certificate of Incorporation authorizes the
issuance of 15,000,000 shares of the Company's $.10 par value Class
A Common Stock and 5,000,000 shares of the Company's $.10 par value
Class B Common Stock.

     Subject to the rights of the holder of any shares of Preferred
Stock which may be issued, holders of Class A and Class B Common
Stock are entitled to such dividends as may be declared from time
to time by the Board of Directors of the Company out of funds
legally available therefor and to participate pro-rata in dividends
and, upon liquidation, any distribution to shareholders.  The
Company's credit agreements with its lenders contain restrictions
as to the payment of dividends.  Any stock issued pursuant to stock
dividends or stock splits must be authorized and issued at the same
rate with respect to both classes.  The Common Stock carries no
preemptive, subscription, or cumulative voting rights or redemption
or sinking fund provisions.

     Each holder is entitled to one vote per share held of record
at each meeting of the shareholders, except that with respect to
the election of Directors, the holders of the Class A Common Stock
are entitled to elect one-third, rounded to the lowest whole
number, of the directors, and the holders of the Class B Common
Stock are entitled to elect the remaining number of directors.

     Each share of Class B Common Stock is convertible into one
share of Class A Common Stock at the discretion of the holder, and,
if sold publicly, will automatically convert into a like number of
shares of Class A Common Stock.  At such time as the number of
outstanding shares of Class B Common Stock is less than 300,000 (as
adjusted for stock dividends and the like), all remaining shares of
Class B Common Stock are required to be automatically converted
into a like number of shares of Class A Common Stock.  While shares
of Class B Common Stock are outstanding, no further issuances of
Class B Common Stock may be made except for stock dividends, stock
splits, or similar capital transactions having substantially
similar effects with respect to the Class A Common Stock.

     The Company is subject to Section 203 of the Delaware General
Corporation Law, which imposes restrictions on business
combinations (as defined therein) with interested persons (being
any person who holds 15% or more of the Company's outstanding
voting stock).  In general, the Company is prohibited from engaging
in business combinations with an interested person for a period of
three years from the date a person becomes an interested person,
subject to certain exceptions.  By restricting the ability of the
Company to engage in business combinations with an interested
person, the application of Section 203 to the Company may provide
a barrier to hostile or unwanted takeovers.

     As permitted by the provisions of the Delaware General
Corporation Law, the Certificate eliminates in certain
circumstances the monetary liability of directors of the Company
for a breach of their fiduciary duty as directors.  These
provisions do not eliminate the liability of a directors (i) for a
breach of the director's duty of loyalty to the Company or its
shareholders; (ii) for acts or omissions by a director not in good
faith or which involve intentional misconduct or a knowing
violation of law; (iii) for liability arising under Section 174 of
the Delaware General Corporation Law (relating to the declaration
of dividends and purchase or redemption of shares in violation of
the Delaware General Corporation Law); or (iv) for any transaction
from which the director derives an improper personal benefit.  In
addition, these provisions do not limit the rights of the Company
or its shareholders, in appropriate circumstances, to seek
equitable remedies such as injunctive or other forms of non-
monetary relief.  Such remedies may not be effective in all cases.

     The Company's Certificate and Bylaws, and Indemnification
Agreements between the Company and each of its directors and
officers, provide that the Company shall indemnify all directors
and officers of the Company to the full extent permitted by the
Delaware General Corporation Law.  Under such provisions any
director or officer, who in his capacity as such, is made or
threatened to be made, a party to any suit or proceeding, shall be
indemnified if such director or officer acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, the
best interests of the Company.  The Certificate, Bylaws, such
Indemnification Agreements, and the Delaware General Corporation
Law further provide that such indemnification is not exclusive of
any other rights to which such individuals may be entitled under
the Certificate, the Bylaws, such Agreements or any other
agreement, vote of stockholders or disinterested directors, or
otherwise.

                          LEGAL MATTERS

     Certain legal matters in connection with this offering have
been passed upon for the Company by Law, Snakard & Gambill, a
Professional Corporation, Fort Worth, Texas.  Rice M. Tilley, Jr.
is a shareholder of Law, Snakard & Gambill and a director of the
Company.

                             EXPERTS

     The consolidated financial statements of Supreme Industries,
Inc. and subsidiaries as of December 31, 1994 and 1993 and for each
of the three years in the period ended December 31, 1994,
incorporated by reference in the Company's Annual Report on
Form 10-K for the year ended December 31, 1994 and incorporated by
reference in this Registration Statement/Prospectus have been
incorporated herein in reliance on the report of Coopers & Lybrand
L.L.P., independent accountants, given on the authority of that
firm as experts in accounting and auditing.

          [remainder of page intentionally left blank]

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3 (FORM S-8).  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents heretofore filed with the Securities
and Exchange Commission (the "Commission") by Supreme Industries,
Inc. (the "Company") are incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the year
ended December 31, 1994, filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act").

     (b)  The Company's definitive Proxy Statement for its 1995
Annual Meeting of Shareholders; and 

     (c)  All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31, 1994.

     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 of 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 Registration Statement and to be
part hereof from the date of filing of such documents (such
documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents").

     Any statement contained in any Incorporated Document shall be
deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document
modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4 (FORM S-8).  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5 (FORM S-8).  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ITEM 6 (FORM S-8) AND ITEM 15 (FORM S-3).  INDEMNIFICATION OF
DIRECTORS AND OFFICERS

     The Company's Certificate and Bylaws, and Indemnification
Agreements between the Company and each of its directors and
officers, provide that the Company shall indemnify all directors
and officers of the Company to the full extent permitted by the
Delaware General Corporation Law.  Under such provisions any
director or officer, who in his capacity as such, is made or
threatened to be made, a party to any suit or proceeding, shall be
indemnified if such director or officer acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, the
best interests of the Company.  The Certificate, Bylaws, such
Indemnification Agreements, and the Delaware General Corporation
Law further provide that such indemnification is not exclusive of
any other rights to which such individuals may be entitled under
the Certificate, the Bylaws, such Agreements or any other
agreement, vote of stockholders or disinterested directors, or
otherwise.

ITEM 7 (FORM S-8).  EXEMPTION FROM REGISTRATION CLAIMED.

     The 57,132 shares of Common Stock presently held by Selling
Shareholders which may be resold by the Selling Shareholders under
the Prospectus prepared in accordance with Form S-3 were issued by
the Company to the Selling Shareholders pursuant to an exemption
from registration under the Securities Act, by virtue of Section
4(2) thereof and Rule 701 thereunder.  The shares were purchased
pursuant to private transactions in connection with the Selling
Shareholders' employment with the Company.  The Selling
Shareholders represented their intention to acquire the securities
for investment only and not with a view to the distribution
thereof, and appropriate legends were affixed to the stock
certificates representing the shares so purchased.  The Selling
Shareholders had access, by means of their employment relationship
with the Company, to sufficient information to make an informed
investment decision.  

ITEM 8 FORM S-8; ITEM 16 OF FORM S-3.  EXHIBITS. 

Exhibit
Number         Description

4.1       1992 Stock Option Plan, with form of option agreement.

4.2       1982 Incentive Stock Option Plan, with form of option
          agreement.

5.1       Opinion of counsel as to legality of securities being
          registered.

23.1      Consent of counsel (contained in Exhibit 5.1).

23.2      Consent of Independent Accountants.

24.1      Power of Attorney

ITEM 9 (FORM S-8) AND ITEM 17 (FORM S-3).  UNDERTAKINGS

     The 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 (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 (i) and (ii) shall 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 Securities Exchange Act of 1934 (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 a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering. 

     (4)  That, for the 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.

     (5)  Insofar as indemnification for liabilities arising under
the Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in
Item 6 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 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. 

ITEM 14 OF FORM S-3.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
Registration fee-Securities and Exchange Commission    $   771
Blue sky fees and expenses                             S   -0-
Accountant's fees                                      $   500**
Legal fees                                             $ 3,500**
Miscellaneous                                          $   229**

     Total                                             $ 5,000**
                     

*    Represents expenses relating to the distribution by the
     Selling Shareholders pursuant to the Prospectus prepared in
     accordance with the requires of Form S-3.  These expenses will
     be borne by the Company on behalf of the Selling Shareholders.

**   Estimated amount
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 of Form S-8 and
Form S-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned thereunto duly authorized,
in the City of Goshen, State of Indiana, on May 5, 1995. 

                              SUPREME INDUSTRIES, INC.

                              By:/s/ Robert W. Wilson            
                                   Robert W. Wilson, Executive Vice
                                   President, Treasurer and Chief
                                   Financial Officer

     Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed on May 5, 1995, by the
following persons in the capacities indicated. 

     Signatures                    Title               Date

/s/ Herbert M. Gardner        Chairman of the       May 5, 1995
Herbert M. Gardner            Board and President   
                              (Principal Executive
                              Officer)

/s/ Omer G. Kropf             Executive Vice        May 5, 1995
Omer G. Kropf                 President and
                              Director

/s/ William J. Barrett        Secretary, Assistant  May 5, 1995
William J. Barrett            Treasurer and
                              Director

/s/ Robert W. Wilson          Executive Vice        May 5, 1995
Robert W. Wilson              President,
                              Treasurer, Chief
                              Financial Officer
                              and Director
                              (Principal Financial
                              and Accounting
                              Officer

/s/ Robert J. Campbell        Director              May 5, 1995
Robert J. Campbell

/s/ Rice M. Tilley, Jr.       Assistant Secretary   May 5, 1995
Rice M. Tilley, Jr.           and Director

                                                      Exhibit 4.1
                     1992 Stock Option Plan
                               of
                    Supreme Industries, Inc.

     This Supreme Industries, Inc. 1992 Stock Option Plan (the
"Plan") provides for the granting of:

     (a)  Incentive Stock Options (hereinafter defined) to certain 
key employees of Supreme Industries, Inc., a Delaware corporation
("Company"), and/or its Affiliates (hereinafter defined), and

     (b)  Nonstatutory Stock Options (hereinafter defined) to
certain key employees of Company, and/or its Affiliates, and to
certain individuals who are not employees of Company or its
Affiliates.

     The purpose of the Plan is to provide an incentive for key
employees of Company and/or its Affiliates, and for individuals who
are not employees of Company and/or its Affiliates but who from
time to time provide substantial advice or other assistance or
services to Company and/or its Affiliates, to remain in the service
of Company and/or its Affiliates or continue to provide such
assistance, to extend to them the opportunity to acquire a
proprietary interest in Company so that they will apply their best
efforts for the benefit of Company, and to aid Company in
attracting able persons to enter the service of Company and/or its
Affiliates or provide such assistance.

                            Article I
Definitions

     Sec. 1:1. Act.  "Act" shall mean the Securities Exchange Act
of 1934, as amended.

     Sec. 1:2. Affiliates.  "Affiliates" shall mean:  (a) any
corporation, other than Company, in an unbroken chain of
corporations ending with Company if each of the corporations, other
than Company, owns stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of
the other corporations in such chain; and (b) any corporation,
other than Company, in an unbroken chain of corporations beginning
with Company if each of the corporations, other than the last
corporation in the unbroken chain, owns stock possessing fifty
percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.

     Sec. 1:3. Agreement.  "Agreement" shall mean the written
agreement between Company and a Holder evidencing the Option
granted by Company and the understanding of the parties with
respect thereto.

     Sec. 1:4. Board of Directors.  "Board of Directors" shall mean
the board of directors of Company.

     Sec. 1:5. Code.  "Code" shall mean the Internal Revenue Code
of 1986, as amended.

     Sec. 1:6. Committee.  "Committee" shall mean the committee
designated in Article III hereof by the Board of Directors to
administer this Plan.

     Sec. 1:7. Eligible Individuals.  "Eligible Individuals" shall
mean:  (a) key employees, including officers and/or directors who
are also employees of Company and/or of any of its Affiliates; and
(b) individuals who are not employees of Company and/or of its
Affiliates but who from time to time provide substantial advice or
other assistance or services to Company and/or its Affiliates.

     Sec. 1:8. Fair Market Value.  "Fair Market Value" shall mean,
if the Stock is traded on one or more established markets or
exchanges, the mean of the opening and closing prices of the Stock
on the primary market or exchange on which the Stock is traded, and
if the Stock is not so traded or the Stock does not trade on the
relevant date, the value determined in good faith by the Board of
Directors.  For purposes of valuing Incentive Stock Options, the
Fair Market Value of stock shall be determined without regard to
any restriction other than one which, by its terms, will never
lapse.

     Sec. 1:9. Holder.  "Holder" shall mean an Eligible Individual
to whom an Option has been granted.

     Sec. 1:10.     Incentive Stock Options.  "Incentive Stock
Options" shall mean stock options that are intended to satisfy the
requirements of Sec. 422 of the Code.

     Sec. 1:11.     Nonstatutory Stock Options.  "Nonstatutory
Stock Options" shall mean stock options that are not intended to
be, or are not denominated as, Incentive Stock Options.

     Sec. 1:12.     Options.  "Options" shall mean either Incentive
Stock Options or Nonstatutory Stock Options, or both.

     Sec. 1:13.     Stock.  "Stock" shall mean Company's authorized
$.10 par value Class A Common Stock.

                           Article II
Stock and Maximum Number of Shares
Subject to the Plan

     Sec. 2:1. Description of Stock and Maximum Shares Allocated. 
The Stock which Options granted hereunder give a Holder the right
to purchase may be unissued or reacquired shares of Stock, as the
Board of Directors may, in its sole and absolute discretion, from
time to time determine.  Subject to the adjustments in Sec. 6.6
hereof, the aggregate number of shares of Stock to be issued
pursuant to the exercise of all Options granted hereunder may
equal, but may not exceed, 300,000 shares of Company's Stock.

     Sec. 2:2. Restoration of Shares.  If an Option hereunder
expires, terminates, or is not exercised for any reason during the
term of this Plan, the shares of Stock which were subject to such
Option shall be "restored" to the Plan by again being available for
Options granted after the shares' restoration, effective as of the
first day of the year following such expiration, termination, or
non-exercise.

                           Article III
Administration of the Plan

     Sec. 3:1. Stock Option Committee.  This Plan will be
administered by a Committee consisting of three members to be
appointed by Company's Board of Directors.  The members of the
Stock Option Committee must be members of the Company's Board of
Directors.

     Sec. 3:2. Duration, Removal, Etc.  The members of the
Committee shall serve at the pleasure of the Board of Directors,
which shall have the power, at any time and from time to time, to
remove members from the Committee or to add members thereto. 
Vacancies on the Committee, however caused, shall be filled by the
Board of Directors.

     Sec. 3:3. Meetings and Actions of Committee.  The Committee
shall elect one of its members as its Chairman and shall hold its
meetings at such times and places as it may determine.  All
decisions and determinations of the Committee shall be made by the
majority vote of all of its members present at a meeting; provided,
however, that any decision or determination reduced to writing and
signed by all of the members of the Committee shall be as fully
effective as if it had been made at a meeting duly called and held.

The Committee may make any rules and regulations for the conduct of
its business that are not inconsistent with the provisions hereof
and with the Bylaws of Company.

     Sec. 3:4. Committee's Powers.  Subject to the express
provisions hereof, the Committee shall have the authority, in its
sole and absolute discretion to: (a) adopt, amend, and rescind
administrative and interpretive rules and regulations relating to
the Plan; (b) determine the terms and provisions of the respective
Agreements (which need not be identical), including provisions
defining or otherwise relating to:  (i) subject to Article VI of
the Plan, the term and the period or periods and extent of
exercisability of the Options, (ii) the extent to which the
transferability of shares of Stock issued upon exercise of Options
is restricted, (iii) the effect of termination of employment upon
the exercisability of the Options, and (iv) the effect of approved
leaves of absence (consistent with any applicable regulations of
the Internal Revenue Service); (c) accelerate the time of
exercisability of any Option that has been granted; (d) construe
the respective Option Agreements and the Plan; and (e) make all
other determinations and perform all other acts necessary or
advisable for administering the Plan, including the delegation of
such ministerial acts and responsibilities as the Committee deems
appropriate.  The Committee may correct any defect or supply any
omission or reconcile any inconsistency in the Plan or in any
Agreement in the manner and to the extent it shall deem expedient
to carry it into effect, and it shall be the sole and final judge
of such expediency.  The determination of the Committee on the
matters referred to in this Sec. 3.4 shall be final and conclusive.

                           Article IV
Eligibility and Participation

     Sec. 4:1. Eligible Individuals.  Options may be granted
hereunder only to persons who are Eligible Individuals at the time
of the grant thereof.  Notwithstanding any provision contained
herein to the contrary, a person may not receive an Incentive Stock
Option hereunder unless he or she is an employee of Company and/or
an Affiliate, nor shall a person be eligible to receive an
Incentive Stock Option hereunder if he or she, at the time such
Option is granted, would own (within the meaning of Secs. 422 and
425 of the Code) stock possessing more than ten percent (10%) of
the total combined voting power or value of all classes of stock of
Company or an Affiliate, unless at the time such Incentive Stock
Option is granted the exercise price per share is at least one
hundred ten percent (110%) of the Fair Market Value of each share
of stock to which the Incentive Stock Option relates and the
Incentive Stock Option is not exercisable after the expiration of
five (5) years from the date it is granted.

     Sec. 4:2. No Right to Option.  The adoption of the Plan shall
not be deemed to give any person a right to be granted an Option.

                            Article V
Grant of Options and Certain Terms of the Agreements

     Sec. 5:1. Determination of Eligible Individuals.  Subject to
the express provisions hereof, the Committee shall determine which
Eligible Individuals shall be granted Options hereunder from time
to time.  In making grants, the Committee shall take into
consideration the contribution the potential Holder has made or may
make to the success of Company and/or its Affiliates along with
such other considerations as the Board of Directors may from time
to time specify.  The Committee shall also determine the number of
shares subject to each of such Options and shall authorize and
cause Company to grant Options in accordance with such
determinations.

     Sec. 5:2. Date of Grant.  The date on which the Committee
completes all action constituting an offer of an Option to an
individual, including the specification of the number of shares of
Stock to be subject to the Option, shall be the date on which the
Option covered by an Agreement is granted, even though certain
terms of the Agreement may not be determined at such time and even
though the Agreement may not be executed until a later time.  For
purposes of the preceding sentence, an offer shall be deemed made
if the Committee has completed all such action and has communicated
the grant thereof to the potential Holder.  In no event, however,
may an Optionee gain any rights in addition to those specified by
the Committee in its grant, regardless of the time that may pass
between the grant of the Option and the actual execution of the
Agreement by Company and the Optionee.

     Sec. 5:3. Stock Option Agreement.  Each Option granted
hereunder shall be evidenced by an Agreement, executed by Company
and the Eligible Individual to whom the Option is granted,
incorporating such terms as the Committee deems necessary or
desirable.  More than one Option may be granted hereunder to the
same Eligible Individual and be outstanding concurrently hereunder.

In the event an Eligible Individual is granted both one or more
Incentive Stock Options and one or more Nonstatutory Stock Options,
such grants shall be evidenced by separate Agreements, one for each
of the Incentive Stock Option grants and one for each of the
Nonstatutory Stock Option grants.

     Sec. 5:4. Forfeiture of Stock.  Each Agreement may provide for
conditions giving rise to the forfeiture of the Stock acquired
pursuant to an Option granted hereunder and/or such restrictions on
the transferability of shares of Stock acquired pursuant to an
Option granted hereunder as the Committee in its sole and absolute
discretion deems proper or advisable.  Such conditions giving rise
to forfeiture may include, but need not be limited to, the
requirement that the Holder render substantial services to Company
and/or its Affiliates for a specified period of time.  Such
restrictions on transferability may include, but need not be
limited to, options and rights of first refusal in favor of
Company.  

     Sec. 5:5. Cash Awards.  In addition, the Board of Directors
may authorize the Committee to grant cash awards payable in
connection with the exercise of an Option upon such terms and
conditions as are specified by the Board of Directors; provided
that no such cash award shall be effective unless it complies with
any applicable requirements for exemption from liability pursuant
to Rule 16b-3 promulgated under the Act.

                           Article VI
Terms and Conditions of Options

     All Options granted hereunder shall comply with, be deemed to
include, and shall be subject to, the following terms and
conditions:

     Sec. 6:1. Number of Shares.  Each Agreement shall state the
number of shares of Stock to which it relates.  Except to the
extent an Agreement otherwise provides, the following limitations
shall apply to the exercise of each Option:

     A.   First Year.  A Holder may not exercise his or her Option
during the first twelve (12) month period following the date of
grant of such Option.

     B.   After First Year.  A Holder may exercise up to (but not
more than) one-third of the total shares of Stock subject to his or
her Option at any time after the first twelve (12) month period
following the day of grant of such Option.

     C.   After Second Year.  A Holder may exercise up to (but not
more than) two-thirds of the total shares of Stock subject to his
or her Option at any time after the first twenty-four (24) month
period following the date of grant of such Option.

     D.   After Third Year.  A Holder may exercise all of the
shares of Stock subject to his or her Option at any time after the
first thirty-six (36) month period following the date of grant of
such Option.

     E.   Senior Status.  Notwithstanding the limitations stated
above, if a Holder is sixty-five (65) years of age or older at the
time his or her Option is granted, such Holder may exercise up to
(but not more than) one-half of the total shares of Stock subject
to such Option at any time during the first twelve (12) month
period following the date of grant of such Option and thereafter
may exercise all of the shares of Stock subject to such Option.

     F.   De Minimus Limitation.  Subject to the limitations stated
above, each Option may be exercised at one time or on several
successive occasions; however, each Option may not be exercised in
an amount less than one hundred (100) shares at any one time
(unless such exercise is being made as to the entire portion of
Stock which may be purchased pursuant to this Plan).

     Sec. 6:2. Exercise Price.  Each Agreement shall state the
exercise price per share of Stock.  The exercise price per share of
stock subject to an Incentive Stock Option shall not be less than
the greater of:  (a) the par value per share of the Stock; or (b)
one hundred percent (100%) of the Fair Market Value per share of
Company's Stock on the date of the grant of the Option.  The
exercise price per share of stock subject to a Nonstatutory Stock
Option shall not be less than fifty percent (50%) of the Fair
Market Value per share of the Stock on the date of the grant of the
Option.

     Sec. 6:3. Medium and Time of Payment, Method of Exercise, and
Withholding Taxes.

     A.   Payment of Exercise Price.  The exercise price of stock
covered by an Option shall be payable upon the exercise of the
Option in cash, by certified or cashier's check, or, with the
consent of the Committee, with shares of Stock of Company which
have been held by the Holder for at least six (6) months prior to
the date of exercise, or with the consent of the Committee, by a
combination of cash and such shares.  Exercise of an Option shall
not be effective until Company has received written notice of
exercise.  Such notice must specify the number of whole shares to
be purchased and be accompanied by payment in full of the aggregate
exercise price of the number of shares purchased.  Company shall
not in any case be required to sell, issue, or deliver a fractional
share with respect to any Option.

     B.   New Options.  In the event that a Holder pays the
exercise price of his Option, in whole or in part, with previously
owned shares of Stock, pursuant to the rules specified above, then,
if and to the extent approved by the Committee, in addition to the
shares of Stock purchased pursuant to the Option exercise, such
Holder shall also receive a new Option, subject to the terms and
conditions set forth below and in the Holder's individual Stock
Option Agreement.  Upon exercise of the Option with payment in the
form of either shares of Stock or a combination of cash and shares
of Stock, the Committee may, in its sole and absolute discretion,
grant the Holder a new Option for shares of Stock equal to the
number of shares that were delivered by the Holder to Company to
pay, in whole or in part, the exercise price of the previous
Option.  The exercise price of the new Option shall be equal to at
least 100% of the Fair Market Value per share of the Stock on the
date of the exercise of the previous Option. Provided, however, the
new Option cannot be exercised by the Holder until the later of: 
(1) the exercisability dates specified in the individual Option
Agreement; or (2) six (6) months after the date of grant.  As a
further condition on the exercisability of the new Option, the
shares of Stock received by the Holder upon exercise of his or her
previous Option must be held by the Holder for at least six (6)
months prior to any sale of such shares by the Holder.  Any sale of
such shares by a Holder prior to the expiration of the six (6)
month holding period shall render the new Option non-exercisable. 
Nothing in this paragraph shall prevent the Committee from granting
a Holder another new Option in the future when the previous new
Option is exercised by the Holder with the payment of previously
owned shares of Stock.

     C.   Withholding.

     1.   General.  The Committee may, in its discretion, require
a Holder to pay to Company at the time of exercise of an Option (or
portion thereof) the amount that Company deems necessary to satisfy
its obligation to withhold Federal, state, or local income or other
taxes incurred by reason of the exercise.  Upon the exercise of an
Option requiring tax withholding, a Holder may make a written
request to have shares of stock withheld by Company from the shares
otherwise to be received.  The number of shares so withheld shall
have an aggregate Fair Market Value on the date of exercise
sufficient to satisfy the applicable withholding taxes.  The
acceptance of any such request by a Holder shall be at the sole
discretion of the Committee, including, if deemed necessary by the
Committee, approval by the Securities and Exchange Commission and
the satisfaction of any additional requirements necessary to obtain
such approval.

     2.   Additional Sec. 16b Requirements.  Currently, with
respect to Option holders subject to liability under Section 16b of
the Act, such additional requirements include the following:  (1)
any previously owned shares of Stock used to satisfy the
withholding obligation must have been held by the taxpayer for at
least six (6) months, and any Option shares otherwise issuable
hereunder to be withheld to satisfy such obligations may be so
withheld only if both the exercise of the Option and the election
to have shares withheld are made at least six (6) months after the
date of grant; (2) the Option holder's election must be made:  (a)
at least six (6) months less one day prior to the date on which the
option exercise becomes taxable, or (b) within a 10-day "window
period" beginning on the third business day following the release
of Company's annual or quarterly financial reports and ending on
the twelfth day thereafter (but in no event later than the date the
option exercise becomes taxable); (3) Company has been subject to
the Act's reporting requirements for more than a year and has filed
all reports and statements required to be filed pursuant to Section
13 of the Act; (4) Company regularly issues quarterly or annual
summary statements of sales and earnings; (5) all members of the
Committee administering the Plan with respect to Option holders
subject to liability under Section 16b of the Act are
"disinterested" in accordance with Rule 16b-3 promulgated under the
Act; (6) the Committee will be empowered to consent to or
disapprove an Option holder's withholding election; and (7) any
withholding election will be required to be irrevocable.

     Sec. 6:4. Terms, Time of Exercise, and Transferability of
Options.

     A.   Decrease in Term of Option.  In addition to such other
terms and conditions as may be included in a particular Agreement
granting an Option, an Option shall be exercisable during a
Holder's lifetime only by him or her or by his or her guardian or
legal representative.  An Option shall not be transferrable other
than by will or the laws of descent and distribution.  Each Option
shall also be subject to the following terms and conditions (except
to the extent a Holder's Agreement otherwise provides):

     1.   Termination of Employment or Directorship.

     a.   Voluntary Termination.  If a Holder ceases to be employed
by at least one of the employers in the group of employers
consisting of Company and its Affiliates because the Holder
voluntarily terminates his or her employment with such group of
employers and the Holder does not remain or thereupon become a
director of Company or one or more of its Affiliates, or if a
Holder ceases to be a director of at least one of the corporations
in the group of corporations consisting of Company and its
Affiliates and the Holder does not remain or thereupon become an
employee of Company or one or more of its Affiliates, the portion
(if any) of an Option that remains unexercised, including that
portion (if any) that pursuant to the Agreement is not yet
exercisable, as of the date of the Holder's termination of
employment or ceasing to be a director, whichever occurs later,
shall terminate and cease to be exercisable as of such date (or
ninety [90] days prior thereto if the Holder elected to exercise
his or her Option in anticipation of such termination [to be
determined in the sole discretion of the Committee]).

                    b.   Termination for Cause.  If a Holder ceases
to be employed by at least one of the employers in the group of
employers consisting of Company and its Affiliate because any of
such entities terminates the Holder's employment for cause, the
portion (if any) of an Option that remains unexercised, including
that portion (if any) that pursuant to the Agreement is not yet
exercisable, at the time of the Holder's termination of employment,
shall terminate and cease to be exercisable immediately upon such
termination (or ninety [90] days prior thereto if the Holder
elected to exercise his or her Option in anticipation of such
termination [to be determined in the sole discretion of the
Committee]).  A Holder's employment shall be deemed terminated "for
cause" if terminated by the Board of Directors of Company (or the
board of directors of an Affiliate) because of incompetence,
insubordination, dishonesty, other acts detrimental to the interest
of Company and/or its Affiliates, or any material breach by the
Holder of any employment, nondisclosure, noncompetition, or other
contract with Company and/or one of its Affiliates.  Whether
"cause" exists shall be determined by such Board of Directors in
its sole discretion and in good faith.  The exercise of an option
in anticipation of a termination for cause shall be null and void.

                    c.   Termination Without Cause.  If a Holder
ceases to be employed by at least one of the employers in the group
of employers consisting of Company and its Affiliates because one
or more of such entities terminates the employment of the Holder
for otherwise than for "cause," and the Holder does not remain or
thereupon become a director of Company and/or one or more of its
Affiliates, the Holder shall have the right for thirty (30) days
following such termination to exercise the Option with respect to
that portion thereof that has become exercisable pursuant to
Holder's Agreement as of the date of such termination, and
thereafter the Option shall terminate and cease to be exercisable.

               2.   Disability.  If a Holder ceases to be employed
by at least one of the employers in the group of employers
consisting of Company and its Affiliates by reason of disability
(as defined in Sec. 22(e)(3) of the Code) and does not remain or
thereupon become a director of Company or one or more of its
Affiliates, or if the Holder ceases by reason of such disability to
be a director of at least one of the corporations in the group of
corporations consisting of Company and its Affiliates, the Holder
shall have the right for ninety (90) days after the date of
termination of employment with, or cessation of directorship of,
such group of employers by reason of disability, whichever occurs
later, to exercise an Option to the extent such Option is
exercisable on the date of his or her termination of employment,
and thereafter the Option shall terminate and cease to be
exercisable. 

               3.   Death.  If a Holder dies while in the employ of
Company or an Affiliate, or dies while a director of Company or an
Affiliate, his or her Option shall be exercisable by his or her
legal representatives, legatees, or distributees for six (6) months
following the date of the Holder's death to the extent such Option
is exercisable on the Holder's date of death, and thereafter the
Option shall terminate and cease to be exercisable.

     B.   Term of Option.  Notwithstanding any other provision of
this Plan, including the provisions of Subsection A above, no
Incentive Stock Option may be exercised after the expiration of ten
(10) years from the date it was granted (or the period specified in
Sec. 4.1, if applicable).  The Committee may prescribe in any
Agreement that the Option evidenced thereby may be exercised in
full or in part as to any number of shares subject thereto at any
time or from time to time during the term of the Option, or in such
installments at such times during said term as the Committee may
prescribe.  Except as provided above and unless otherwise provided
in any Agreement, an Option may be exercised at any time or from
time to time during the term of the Option.  Such exercise may be
as to any or all whole (but no fractional) shares which have become
purchasable under the Option.

     C.   Issuance of Stock Certificates.  Within a reasonable
time, or such time as may be permitted by law, after Company
receives written notice that the Holder has elected to exercise all
or a portion of an Option, such notice to be accompanied by payment
in full of the aggregate exercise price of the number of shares
purchased, Company shall issue and deliver a certificate
representing the shares acquired as a result of the exercise and
any other amounts payable in consequence of such exercise.  In the
event that a Holder exercises both an Incentive Stock Option, or
portion thereof, and a Nonstatutory Stock Option, or a portion
thereof, separate Stock certificates shall be issued, one for the
Stock subject to the Incentive Stock Option and one for the Stock
subject to the Nonstatutory Stock Option.  The number of shares of
Stock transferrable due to an exercise of an Option under this Plan
shall not be increased due to the passage of time, except as may be
provided in an Agreement.

     D.   Issuance in Compliance With Securities Laws.  Nothing
herein or in any Option granted hereunder shall require Company to
issue any shares upon exercise of any Option if such issuance
would, in the opinion of counsel for Company, constitute a
violation of the Securities Act of 1933, as amended, or any similar
or superseding statute or statutes, or any other applicable statute
or regulation, as then in effect.

     E.   Investment Legend.  At the time of exercise of an Option,
Company may, as a condition precedent to the exercise of such
Option, require from the Holder of the Option (or in the event of
his or her death, his or her legal representatives, legatees, or
distributees) such written representations, if any, concerning his
or her intentions with regard to the retention or disposition of
the shares being acquired by exercise of such Option and such
written covenants and agreements, if any, as to the manner of
disposal of such shares as, in the opinion of counsel to Company,
may be necessary to ensure that any disposition by such Holder (or
in the event of his or her death, his or her legal representatives,
legatees, or distributees), will not involve a violation of the
Securities Act of 1933, as amended, or any similar or superseding
statute or statutes, or any other applicable state or federal
statute or regulation, as then in effect.  Certificates for shares
of Stock, when issued, may have the following legend, or statements
of other applicable restrictions, endorsed thereon, and may not be
immediately transferable:

     The shares of Stock evidenced by this certificate have been
issued to the registered owner in reliance upon written
representations that these shares have been purchased for
investment.  These shares may not be sold, transferred, or assigned
unless, in the opinion of Company and its legal counsel, such sale,
transfer, or assignment will not be in violation of the Securities
Act of 1933, as amended, applicable rules and regulations of the
Securities and Exchange Commission, and any applicable state
securities laws.

     Sec. 6:5. Limitation on Aggregate Value of Shares That May
Become First Exercisable During Any Calendar Year Under an
Incentive Stock Option.  With respect to any Incentive Stock Option
granted under this Plan, to the extent that the aggregate Fair
Market Value of shares of Stock exceed $100,000, then such excess
over $100,000 shall not be considered as subject to an Incentive
Stock Option, but rather shall be considered as subject to a
Nonstatutory Stock Option.  This rule shall be applied by taking
shares of Stock subject to Incentive Stock Options that are
purchasable for the first time in the calendar year into account in
the order in which such Incentive Stock Options were granted.

     Sec. 6:6. Adjustments Upon Changes in Capitalization, Merger,
Etc.  

     A.   Method of Adjustment.  In the event of any change in the
number of outstanding shares of Stock effected without receipt of
consideration therefor by Company (other than as a result of the
conversion of Company's Class B Common Stock into Class A Common
Stock) by reason of a stock dividend, or split, combination,
exchange of shares or other recapitalization, merger, or otherwise,
in which Company is the surviving corporation, the aggregate number
and class of the reserved shares, the number and class of shares
subject to each outstanding Option, and the exercise price of each
outstanding Option shall be automatically adjusted to accurately
and equitably reflect the effect thereon of such change (provided
that any fractional share resulting from such adjustment may be
eliminated).  In the event of a dispute concerning such adjustment,
the decision of the Committee shall be conclusive.  The number of
reserved shares or the number of shares subject to any outstanding
Option shall be automatically reduced by any fraction included
therein which results from any adjustment made pursuant hereto.

     B.   Termination of Option.  The following provisions shall
apply unless a Holder's Agreement provides otherwise.  A
dissolution or liquidation of Company; a sale of all or
substantially all of the assets of Company where it is contemplated
that within a reasonable period of time thereafter Company will
either be liquidated or converted into a nonoperating company or an
extraordinary dividend will be declared resulting in a partial
liquidation of Company (but in all cases only with respect to those
employees whom it is anticipated will lose their employment with
Company and its Affiliates as a result of such sale of assets); a
merger or consolidation (other than a merger effecting a
reincorporation of Company in another state or any other merger or
a consolidation in which the shareholders of the surviving
corporation and their proportionate interests therein immediately
after the merger or consolidation are substantially identical to
the shareholders of Company and their proportionate interests
therein immediately prior to the merger or consolidation) in which
Company is not the surviving corporation (or survives only as a
subsidiary of another corporation in a transaction in which the
shareholders of the parent of Company and their proportionate
interests therein immediately after the transaction are not
substantially identical to the shareholders of Company and their
proportionate interests therein immediately prior to the
transaction) shall cause every Option then outstanding to
terminate, but the Holders of each such then outstanding Option
shall, in any event, have the right, immediately prior to such
dissolution, liquidation, sale of assets, merger, consolidation, or
transaction, to exercise each such Option, to the extent not
theretofore exercised, without regard to the determination as to
the periods and installments of exercisability made pursuant to a
Holder's Agreement if (and only if) such Options have not at that
time expired or been terminated.

     Sec. 6:7. Rights as a Shareholder.  A Holder shall have no
right as a shareholder with respect to any shares covered by his or
her Option until a certificate representing such shares is issued
to him or her.  No adjustment shall be made for dividends (ordinary
or extraordinary, whether in cash or other property) or
distributions or other rights for which the record date is prior to
the date such certificate is issued (except as provided in Sec.
6.6. hereof).

     Sec. 6:8. Modification, Extension, and Renewal of Options. 
Subject to the terms and conditions of and within the limitations
of the Plan, the Committee may modify, extend, or renew outstanding
Options granted under the Plan, or accept the surrender of Options
outstanding hereunder (to the extent not theretofore exercised) and
authorize the granting of new Options hereunder in substitution
therefor (to the extent not theretofore exercised).  The Committee
may not, however, without the consent of the Holder, modify any
outstanding Incentive Stock Options so as to specify a lower
exercise price or accept the surrender of outstanding Incentive
Stock Options and authorize the granting of new Options in
substitution therefor specifying a lower option price.  In
addition, no modification of an Option granted hereunder may,
without the consent of the Holder, alter or impair any rights or
obligations under any Option theretofore granted hereunder to such
Holder under the Plan, except as may be necessary with respect to
Incentive Stock Options to satisfy the requirements of Sec. 422 of
the Code.

     Sec. 6:9. Furnish Information.  Each Holder shall furnish to
Company all information requested by Company to enable it to comply
with any reporting or other requirements imposed upon Company by or
under any applicable statute or regulation.

     Sec. 6:10.     Obligation to Exercise; Termination of
Employment.  The granting of an Option hereunder shall impose no
obligation upon the Holder to exercise the same or any part
thereof.  In the event of a Holder's termination of employment with
Company or an Affiliate, the unexercised portion of an Option
granted hereunder shall terminate in accordance with Sec. 6.4
hereof.

     Sec. 6:11.     Agreement Provisions.  The Agreements
authorized under the Plan shall contain such provisions in addition
to those required by the Plan (including, without limitation,
restrictions or the removal of restrictions upon the exercise of
the Option and the retention or transfer of shares thereby
acquired) as the Committee deems advisable.  Each Agreement shall
identify the Option evidenced thereby as an Incentive Stock Option
or Nonstatutory Stock Option, as the case may be, and no Agreement
shall cover both an Incentive Stock Option and Nonstatutory Stock
Option.  Except as provided by Subsection B of Sec. 6.6, each
Agreement relating to an Incentive Stock Option granted hereunder
shall contain such limitations and restrictions upon the exercise
of the Incentive Stock Option to which it relates as is necessary
for the Incentive Stock Option to which such Agreement relates to
constitute an incentive stock option, as defined in Sec. 422 of the
Code.

                           Article VII
Duration of Plan

     No Incentive Stock Options may be granted hereunder after the
date that is ten (10) years from the earlier of:  (i) the date this
Plan is adopted by the Board of Directors; or (ii) the date this
Plan is approved by Company's shareholders.  In addition, with
respect to shares of Stock not currently covered by an outstanding
Option, this Plan may be terminated at any time by the Board of
Directors.

                          Article VIII
Amendment of Plan

     The Board of Directors may, insofar as permitted by law, with
respect to any shares at the time are not subject to Options,
suspend or discontinue the Plan or revise or amend it in any
respect whatsoever; provided, however, that, without the approval
of the holders of a majority of the outstanding shares of voting
stock of all classes of Company, no such revision or amendment
shall:  (a) change the number of shares of the Stock subject to the
Plan, (b) change the designation of the class of employees eligible
to receive Options, (c) decrease the price at which Incentive Stock
Options may be granted, (d) remove the administration of the Plan
from the Committee, or (e) without the consent of the affected
Holder, cause the Incentive Stock Options granted hereunder and
outstanding at such time that satisfied the requirements of Sec.
422 of the Code to no longer satisfy such requirements.

                           Article IX
General

     Sec. 9:1. Application of Funds.  The proceeds received by
Company from the sale of shares pursuant to Options shall be used
for general corporate purposes.

     Sec. 9:2. Right of Company and Affiliates to Terminate
Employment.  Nothing contained in the Plan, or in any Agreement,
shall confer upon any Holder the right to continue in the employ of
Company or any Affiliate, or interfere in any way with the rights
of Company or any Affiliate to terminate his or her employment at
any time.

     Sec. 9:3. No Liability for Good Faith Determinations.  Neither
the members of the Board of Directors nor any member of the
Committee shall be liable for any act, omission, or determination
taken or made in good faith with respect to the Plan or any Option
granted under it, and members of the Board of Directors and the
Committee shall be entitled to indemnification and reimbursement by
Company in respect of any claim, loss, damage, or expense
(including attorneys' fees, the costs of settling any suit,
provided such settlement is approved by independent legal counsel
selected by Company, and amounts paid in satisfaction of a
judgment, except a judgment based on a finding of bad faith)
arising therefrom to the full extent permitted by law and under any
directors and officers liability or similar insurance coverage that
may from time to time be in effect.

     Sec. 9:4. Information Confidential.  As partial consideration
for the granting of each Option hereunder, the Holder shall agree
with Company that he or she will keep confidential all information
and knowledge that he or she has relating to the manner and amount
of his participation in the Plan; provided, however, that such
information may be disclosed as required by law and may be given in
confidence to the Holder's spouse, tax, and financial advisors, or
to a financial institution to the extent that such information is
necessary to secure a loan.  In the event any breach of this
promise comes to the attention of the Committee, it shall take into
consideration such breach, in determining whether to recommend the
grant of any future Option to such Holder, as a factor militating
against the advisability of granting any such future Option to such
individual.

     Sec. 9:5. Other Benefits.  Participation in the Plan shall not
preclude the Holder from eligibility in any other stock option plan
of Company or any Affiliate or any old age benefit, insurance,
pension, profit sharing retirement, bonus, or other extra
compensation plans which Company or any Affiliate has adopted, or
may, at any time, adopt for the benefit of its employees.

     Sec. 9:6. Execution of Receipts and Releases.  Any payment of
cash or any issuance or transfer of shares of Stock to the Holder,
or to his or her legal representative, heir, legatee, or
distributee, in accordance with the provisions hereof, shall, to
the extent thereof, be in full satisfaction of all claims of such
persons hereunder.  The Committee may require any Holder, legal
representative, heir, legatee, or distributee, as a condition
precedent to such payment, issuance, or transfer, to execute a
release and receipt therefor in such form as it shall determine.

     Sec. 9:7. No Guarantee of Interests.  Neither the Committee
nor Company guarantees the Stock of Company from loss or
depreciation.

     Sec. 9:8. Payment of Expenses.  All expenses incident to the
administration, termination, or protection of the Plan, including,
but not limited to, legal and accounting fees, shall be paid by
Company or its Affiliates.

     Sec. 9:9. Company Records.  Records of Company or its
Affiliates regarding the Holder's period of employment, termination
of employment and the reason therefor, leaves of absence,
re-employment, and other matters shall be conclusive for all
purposes hereunder, unless determined by the Committee to be
incorrect.

     Sec. 9:10.     Information.  Company and its Affiliates shall,
upon request or as may be specifically required hereunder, furnish
or cause to be furnished, all of the information or documentation
which is necessary or required by the Committee to perform its
duties and functions under the Plan.

     Sec. 9:11.     No Liability of Company.  Company assumes no
obligation or responsibility to the Holder or his or her personal
representatives, heirs, legatees, or distributees for any act of,
or failure to act on the part of, the Committee.

     Sec. 9:12.     Company Action.  Any action required of Company
shall be by resolution of its Board of Directors or by a person
authorized to act by resolution of the Board of Directors.

     Sec. 9:13.     Severability.  If any provision of this Plan is
held to be illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining provisions hereof, but
such provision shall be fully severable, and the Plan shall be
construed and enforced as if the illegal or invalid provision had
never been included herein.

     Sec. 9:14.     Notices.  Whenever any notice is required or
permitted hereunder, such notice must be in writing and personally
delivered or sent by mail.  Any notice required or permitted to be
delivered hereunder shall be deemed to be delivered on the date on
which it is personally delivered, or, whether actually received or
not, on the third business day after it is deposited in the United
States mail, certified or registered, postage prepaid, addressed to
the person who is to receive it at the address which such person
has theretofore specified by written notice delivered in accordance
herewith.  Company or a Holder may change, at any time and from
time to time, by written notice to the other, the address which it
or he had theretofore specified for receiving notices.  Until
changed in accordance herewith, Company and each Holder shall
specify as its and his or her address for receiving notices the
address set forth in the Agreement pertaining to the shares to
which such notice relates.

     Sec. 9:15.     Waiver of Notice.  Any person entitled to
notice hereunder may waive such notice.

     Sec. 9:16.     Successors.  The Plan shall be binding upon the
Holder, his or her heirs, legatees, and legal representatives, upon
Company, its successors, and assigns, and upon the Committee, and
its successors.

     Sec. 9:17.     Headings.  The titles and headings of Sections
and Subsections are included for convenience of reference only and
are not to be considered in construction of the provisions hereof.

     Sec. 9:18.     Governing Law.  All questions arising with
respect to the provisions of the Plan shall be determined by
application of the laws of the State of Delaware except to the
extent Delaware law is preempted by federal law.  Questions arising
with respect to the provisions of an Agreement that are matters of
contract law shall be governed by the laws of the state specified
in the Agreement, except to the extent Delaware corporate law
conflicts with the contract law of such state, in which event
Delaware corporate law shall govern. The obligation of Company to
sell and deliver Stock hereunder is subject to applicable laws and
to the approval of any governmental authority required in
connection with the authorization, issuance, sale, or delivery of
such Stock.

     Sec. 9:19.     Word Usage.  Words used in the masculine shall
apply to the feminine where applicable, and wherever the context of
this Plan dictates, the plural shall be read as the singular and
the singular as the plural.

     Sec. 9:20.     Remedies.  Company may recover from a Holder
reasonable attorneys' fees incurred in connection with the
enforcement of the terms and provisions of the Plan and any
Agreement whether by an action to enforce specific performance or
for damages for its breach or otherwise.

                            Article X
Approval of Shareholders

     The Plan shall take effect on the date it is adopted by the
Board of Directors.  However, if this Plan is not approved by the
holders of a majority of the outstanding shares of Company's
Class A and Class B Common Stock at the Annual Meeting of
Shareholders scheduled to be held on June 11, 1992, any Options
granted hereunder shall be null, void, and of no force and effect
as of their grant date.

     IN WITNESS WHEREOF, Supreme Industries, Inc., acting by and
through its officers hereunto duly authorized has executed this
instrument to be effective the 7th day of April, 1992.

                              SUPREME INDUSTRIES, INC.

                              By:                                
                                            Herbert M. Gardner,
                                            Chairman of the Board

                 GRANT OF INCENTIVE STOCK OPTION
                              UNDER
                     1992 STOCK OPTION PLAN
                               OF
                    SUPREME INDUSTRIES, INC.

Date of Grant:   _________________________

     THIS GRANT, dated as of the date of grant first stated above
(the "Date of Grant"), is delivered by Supreme Industries, Inc., a
Delaware corporation (the "Company"), to ______________________
(the "Grantee"), who is an employee or officer of Company or one of
its subsidiaries.

     WHEREAS, on April 7, 1992, the Board of Directors (the
"Board") of Company adopted Company's 1992 Stock Option Plan (the
"Plan");

     WHEREAS, the Plan provides for the granting of Incentive Stock
Options (and Non-statutory Stock Options pursuant to other
requirements) by a committee (the "Committee") to be appointed by
the Board to directors, officers, and key employees of Company or
any subsidiary of Company (excluding directors and officers who are
not employees) to purchase shares of the Class A Common Stock of
Company, par value $.10 per share (the "Stock"), in accordance with
the terms and provisions thereof; and

     WHEREAS, the Committee considers Grantee to be a person who is
eligible for the grant of Incentive Stock Options under the Plan
and has determined that it would be in the best interests of
Company to grant the Incentive Stock Options documented herein.

     NOW, THEREFORE, the parties hereto, intending to be legally
bound hereby, agree as follows:

1.   Grant of Option

     Subject to the terms and conditions hereinafter set forth,
Company, with the approval and at the direction of Committee,
hereby grants to Grantee, as of the Date of Grant, an option to
purchase up to ____________ shares of Stock at a price of $________
per share, the fair market value as of the Date of Grant.  Such
option is hereinafter referred to as the "Option," and the shares
of stock purchasable upon exercise of the Option are hereinafter
sometimes referred to as the "Option Shares."  The Option is
intended by the parties hereto to be, and shall be treated as, an
Incentive Stock Option (as such term is defined under Section 422
of the Internal Revenue Code of 1986, as amended).

2.   Exercise of Option

     This Option will be exercisable in accordance with the
provisions of Article VI of the Plan as follows:

          a.   Exercise of Option.  Exercise of this Option will
not be effective until Company has received written notice of
exercise.  Such notice must specify the number of whole shares to
be purchased and be accompanied by payment in full of the aggregate
exercise price of the number of shares being purchased.  Company
will not in any case be required to sell, issue, or deliver a
fractional share with respect to this Option.  The exercise price
of stock covered by this Option shall be payable upon the exercise
of this Option in cash, by certified or cashier's check, or, with
the consent of the Committee, with shares of Stock of Company which
have been held by Grantee for at least six (6) months prior to the
date of exercise, or with the consent of the Committee, by a
combination of cash and such shares.

          b.   Restrictions on Amount Exercisable.  Grantee may not
exercise such Grantee's Option during the first twelve (12) month
period following the Date of Grant of such Option.  Grantee may
exercise up to (but not more than) one-third (1/3) of the total
shares of  Stock subject to such Option at any time after the first
twelve (12) month period following the Date of Grant of such
Option.  Grantee may exercise up to (but not more than) two-thirds
(2/3) of the total shares of Stock subject to such Option at any
time after the first twenty-four (24) month period following the
Date of Grant of such Option.  Grantee may exercise all of the
shares of Stock subject to the Option at any time after the first
thirty-six (36) month period following the date of grant of such
Option. Notwithstanding what is just stated, if Grantee is sixty-
five (65) years of age or older at the time the Option is granted,
such Grantee may exercise up to (but not more than) one-half (1/2)
of the total shares of Stock subject to such Option.  Subject to
the limitations just stated, each Option may be exercised at one
time or on several successive occasions; however, each Option may
not be exercised in an amount less than one hundred (100) shares at
any one time (unless such exercise is being made as to the entire
portion of Stock which may be purchased pursuant to this Plan).

               Although  Grantee may exercise during any calendar
year Options covering Stock having a value in excess of $100,000,
the excess portion will not qualify as Incentive Stock Options.  In
the event any exercise by Grantee in any calendar year is in excess
of the permitted $100,000 exercise limitation, the Stock Option
Committee may designate which shares will constitute the non-
qualified shares.  

          c.   New Options.  In the event that Grantee pays the
exercise price of this Option in whole or in part, with previously
owned shares of Stock, then, if and to the extent approved by the
Committee, in addition to the shares of Stock purchased pursuant to
the Option exercise, Grantee shall also receive a new Option,
subject to the terms and conditions set forth below.  Upon exercise
of this Option with payment in the form of either shares of Stock
or a combination of cash and shares of Stock, the Committee may, in
its sole and absolute discretion, grant to Grantee a new Option for
shares of Stock equal to the number of shares that were delivered
by Grantee to Company to pay, in whole or in part, the exercise
price of the previous Option.  The exercise price of the new Option
shall be equal to at least one hundred percent (100%) of the fair
market value per share of the Stock on the date of the exercise of
the previous Option.  Provided, however, the new Option cannot be
exercised by Grantee until six (6) months after the date of grant. 
As a further condition on the exercisability of the new Option, the
shares of Stock received by Grantee upon exercise of Grantee's
previous Option must be held by Grantee for at least six (6) months
prior to any sale of such shares by Grantee.  Any sale of such
shares by Grantee prior to the expiration of a six (6) month
holding period shall render the new Option non-exercisable.

          d.   Withholding.  If Grantee's exercise of the Option is
a taxable event, the Committee may, in its discretion, require
Grantee to pay to Company at the time of exercise of this Option
(or a portion thereof) the amount that Company deems necessary to
satisfy its obligation to withhold federal, state, or local income
or other taxes incurred by reason of the exercise.  Upon the
exercise of any Option requiring tax withholding, Grantee may make
a written request to have shares of Stock withheld by Company from
the shares otherwise to be received.  The number of shares so
withheld shall have an aggregate fair market value on the date of
exercise sufficient to satisfy the applicable withholding taxes. 
The acceptance of any such request by Grantee shall be at the sole
discretion of Committee, including, if deemed necessary by the
Committee, approval by the Securities and Exchange Commission and
the satisfaction of any additional requirements necessary to obtain
such approval.  Section 6:3.C.2. of the Plan contains additional
requirements which will apply in the event Grantee is, at the time
of exercise of Grantee's Option, subject to liability under Section
16b of the Securities Act of 1933.

          e.   Term of Option.  This Option may not be exercised
more than five (5) years from the Date of Grant hereof, and may be
exercised during such term only in accordance with the Plan and the
terms of this Agreement.

          f.   Restrictions on Issuing Shares.  Nothing contained
herein or in the Plan shall require Company to issue any shares
upon exercise of this Option if such issuance would, in the opinion
of counsel for Company, constitute a violation of the Securities
Act of 1933, as amended, or any similar or superseding statute or
statutes, or any other applicable statute or regulation, as then in
effect.

3.   Early Termination of Option

     Pursuant to Section 6:4A of the Plan, this Option will be
terminated upon the cessation of employment of Grantee or Grantee's
disability or death.  In addition, pursuant to Section 6:6B of the
Plan, this Option shall also terminate upon the dissolution or
liquidation of Company, a sale of all or substantially all of the
assets of Company (under circumstances therein described), and
certain mergers or consolidations (as therein described).  However,
Grantee shall, in any event, have the right, immediately prior to
any such dissolution, liquidation, sale of assets, merger,
consolidation or transaction, exercise this Option (to the extent
not theretofore exercised) without regard to the determination as
to the periods and installments of exercisability made pursuant to
this Agreement if (and only if) this Option has not at that time
expired or been terminated.

4.   Adjustments Upon Changes in Capitalization, Merger, etc.

     Pursuant to Section 6:6A of the Plan, the number and class of
shares subject to each outstanding Option, and the exercise price
of each outstanding Option, shall be automatically adjusted to
accurately and equitably reflect the effect thereon of a stock
dividend, split, combination, exchange of shares or other
recapitalization, merger, or otherwise, in which Company is the
surviving corporation.  In the event of a dispute concerning such
adjustment, the decision of the Committee shall be conclusive.

5.   Fair Market Value

     As used herein, the "fair market value" of a share of Stock
shall be the average of the high and low sale prices per share of
Stock on the American Stock Exchange, composite tape or other
recognized market source, as determined by the Committee, on the
applicable date of reference hereunder, or if there is no sale on
such date, then the average of such high and low sales prices on
the last previous day on which a sale is reported.

6.   No Rights of Shareholders

     Neither Grantee nor any personal representative shall be, or
shall have any of the rights and privileges of, a shareholder of
Company with respect to any shares of Stock purchasable or issuable
upon the exercise of the Option, in whole or in part, prior to the
date of exercise of the Option.

7.   Non-Transferability

     This Option is exercisable during Grantee's lifetime only by
Grantee or by Grantee's guardian or legal representative.  This
Option shall not be transferable other than by will or the laws of
descent and distribution. 

8.   Employment Not Affected

     Neither the granting of the Option nor its exercise is to be
construed as granting to Grantee any right with respect to
continuance of employment of Company.  Except as may otherwise be
limited by a written agreement between Company and Grantee, the
right of Company to terminate at will Grantee's employment with it
at any time (whether by dismissal, discharge, retirement or
otherwise) is specifically reserved by Company and acknowledged by
Grantee.

9.   Amendment of Option

     The Option may be amended by the Board or the Committee at any
time: (i) if the Board or the Committee determines, in its sole
discretion, that amendment is necessary or advisable in the light
of any addition to or change in the Internal Revenue Code of 1986
or in the regulations issued thereunder, or any federal or state
securities law or other law or regulation, which change occurs
after the Date of Grant and by its terms applies to the Option; or
(ii) other than in the circumstances described in clause (i) above,
with the consent of Grantee.

10.  Notice

     Any notice to Company provided for in this instrument shall be
addressed to it in care of its Secretary at its executive offices
at its executive offices at 65140 U.S. 33 East, P.O. Box 237,
Goshen, IN 46527-0237, and any notice to Grantee shall be addressed
to Grantee at the current address shown on the payroll records of
Company.  Any notice shall be deemed to be duly given if and when
properly addressed and posted by registered or certified mail,
postage prepaid.

11.  Incorporation of Plan by Reference

     The Option is granted pursuant to the terms of the Plan, the
terms of which are incorporated herein by reference, and the Option
shall in all respects be interpreted in accordance with the Plan. 
The Committee shall interpret and construe the Plan and this
instrument, and its interpretations and determinations shall be
conclusive and binding on the parties hereto and any other person
claiming an interest hereunder, with respect to any issue arising
hereunder or thereunder.

12.  Governing Law

     The validity, construction, interpretation, and effect of this
instrument shall exclusively be governed by and determined in
accordance with the laws of the State of Delaware, except to the
extent preempted by federal law, which shall to that extent govern.

     IN WITNESS WHEREOF, Company has caused its duly authorized
officers to execute and attest this Grant of Incentive Stock
Option, and to apply the corporate seal hereto, and Grantee has
placed Grantee's signature hereon, effective as of the Date of
Grant.

                              COMPANY:

                                   SUPREME INDUSTRIES, INC.

                                   By:___________________________
                                        Herbert M. Gardner,
                                        Chairman of the Board

                              GRANTEE:

                                   By:____________________________
                                        
ATTEST:

                                                     
  Rice M. Tilley, Jr., Assistant Secretary

     Grantee acknowledges receipt of a copy of the Plan, a copy of
which is annexed hereto, and represents that Grantee is familiar
with the terms and conditions thereof and that Grantee accepts this
Option subject to all of the terms and provisions hereof.  Grantee
hereby agrees to accept as binding, conclusive, and final all
decisions or interpretations of the Stock Option Committee upon any
questions arising under the Plan.

     Dated to be effective _________________________.

                                                                 
                                   _____________________, Grantee

                                                        Exhibit 4.2

                    Supreme Industries, Inc.,
                (formerly ESI Industries, Inc.)
                1982 Incentive Stock Option Plan
            (as amended effective November 29, 1988)

     This is an Incentive Stock Option Plan (the "Plan") of SUPREME
INDUSTRIES, INC., a Texas corporation (hereafter called "Company"),
under which incentive stock options may be granted to Company's
officers and/or employees to purchase shares of Company's ten-cent
par value Class A Common Stock.

     Section 1.  Purpose.  The purpose of this Plan is to permit
officers and/or employees of Company and/or its subsidiaries (now
existing or hereafter acquired) to acquire a proprietary interest
in Company thereby providing them with an additional incentive for
further promoting the success of Company's business operations and
encouraging them to remain as officers or employees of Company
and/or its subsidiaries (now existing or hereafter acquired).

     Section 2.  Administration of Plan.  This Plan will be
administered by a committee (the "Stock Option Committee")
consisting of three members to be appointed by Company's Board of
Directors.  The members of the Stock Option Committee must be
directors of Company.  Any member of the Stock Option Committee may
at any time be removed by Company's Board of Directors with or
without cause.  Upon the removal, resignation, or inability to
serve of any member of the Stock Option Committee, a successor (who
must be a director of Company) shall be selected by Company's Board
of Directors.  At its initial meeting, the members of the Stock
Option Committee shall select one from among them to act as
chairman of the Stock Option Committee.  A quorum of the Stock
Option Committee will consist of at least two members of the
Committee, and no action may be taken by the Stock Option Committee
unless a quorum is present and concurs in that action.  The Stock
Option Committee shall meet at such time and places as it may
determine to consider the granting of Options under this Plan. 
Subject to the provisions of this Plan, the Stock Option Committee
will have authority in its discretion:  (a) to construe and
interpret this Plan and all Options granted hereunder and to
determine the terms and provisions (and amendments thereof) of the
Options granted under this Plan (which need not be identical); (b)
to define the terms used in this Plan and in the Options granted
hereunder; (c) to prescribe, amend, and rescind rules and
regulations relating to this Plan; (d) to recommend the individuals
to whom, and the time or times at which, Options will be granted,
the number of Shares to be subject to each Option, and the Option
price; and (e) to make all other determinations necessary or
advisable for the administration of this Plan.  All determinations
and interpretations made by the Stock Option Committee will be
binding and conclusive on all participants in this Plan and on
their legal representatives and beneficiaries.  The Board of
Directors shall make the actual grant of Options based upon
recommendations received from the Stock Option Committee.

     Section 3.  Shares Subject to Plan.  Subject to adjustment as
provided in Section 8 hereof, the shares to be offered under this
Plan will be in whole or in part, as the Board of Directors of
Company may from time to time determine, authorized but unissued
shares of Company's ten-cent par value Class A Common Stock
("Class A Stock") or issued shares of Company's Class A Common
Stock which have been reacquired by Company.  The aggregate amount
of Class A Common Stock to be delivered upon exercise of all
Options granted under this Plan (as of the date of original
adoption of this Plan) may not exceed three hundred thousand
(300,000) of such shares.  If any Option granted hereunder expires
or terminates for any reason without having been exercised in full,
the  unpurchased shares subject thereto will (unless this Plan has
been terminated) again be available for other Options to be granted
under this Plan.

     Section 4.  Selection of Optionees.  Options may be granted
under this Plan to present and future officers and/or employees of
Company and/or its subsidiaries (whether now existing or hereafter
acquired), all such persons being hereafter referred to as
"Optionees."  In determining the persons to whom Options will be
granted and the number of shares to be covered by each Option, the
Stock Option Committee may take into account the nature of the
services rendered by such persons, their present and potential
contributions to the success of Company, and such other factors as
the Stock Option Committee in its discretion may deem relevant.  An
Optionee who has been granted an Option under this Plan may be
granted an additional Option or Options under this Plan if the
Stock Option Committee so determines.

     Section 5.  Option Price.  Options granted under this Plan
will provide for whatever exercise price may be determined by the
Stock Option Committee, except that in no event may such exercise
price be less than the fair market value of Company's Class A
Common Stock on the date of the grant.  In determining such fair
market value, there shall be used the closing bid price if such
Stock is traded on the over-the-counter market, or the closing
price on a securities exchange if such Stock is publicly traded on
one of the securities exchanges (except that if there was no
trading in such Stock on the date of the grant, the closing price
on the earliest preceding day during which there was trading in
such Stock shall be used).  Notwithstanding what is stated above,
in the event an Option is granted to a person who, at the time the
Option is granted, owns stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of
Company or of its subsidiary corporation, then the Option price at
the time the Option is granted must be at least one hundred ten
percent (110%) of the fair market value of Company's Class A Common
Stock.

     Section 6.  Term of Options.  The date of the granting of each
Option will be deemed to be the date such Option is granted by the
Board of Directors of Company.  On such date the Optionee shall
sign with Company a Stock Option Agreement in the form attached
hereto as Exhibit "A."  All Options which may be granted pursuant
to this Plan must be granted within ten (10) years from the date
this Plan was originally adopted by Company's Board of Directors. 
Every Option granted pursuant to this Plan must be exercised within
five (5) years after the date of granting of such Option.

     Section 7.  Method of Exercising Options.  Providing all of
the provisions of this Plan have been fully complied with, each
Option may be exercised by forwarding to Company's business office
in Chester, New Jersey, by certified letter, a written instrument
stating that the Option is being exercised and giving the number of
shares in respect of which it is being exercised.  Such written
instrument shall be signed by the person or persons exercising the
Option and shall be accompanied by a certified check or cashier's
check for the full amount of the Option price.  In the event a
person or persons other than an Optionee attempts to exercise the
Option, such written statement mailed to Company shall demonstrate
compliance with Section 11 to follow and be accompanied by such
proof of right to ownership as is required by the Texas Business
and Commercial Code to be given to transfer agents in connection
with the transfer of securities.  However, in the event the
Optionee so elects, the Optionee may pay the Option price by
assigning to Company Class A Common Stock already owned by such
Optionee the then market value or which, together with any cash
also paid, equals the full amount of such Option price.  Company
shall issue a certificate representing the shares being received
upon exercise of the Option, such certificate being registered in
the name of such person or persons, or if Company so elects in any
other name or names as may be requested by any Optionee.  All
shares represented by any such certificate shall be fully paid and
non-assessable.  An Optionee may not exercise such Optionee's
Option during the first twelve (12) month period following the date
of grant of such Option.  An Optionee may exercise up to (but not
more than) one-third of the total shares of Class A Common Stock of
Company subject to such Option at any time after the first twelve
(12) month period following the date of grant of such Option.  An
Optionee may exercise up to (but not more than) two-thirds of the
total shares of Class A Common Stock of Company subject to such
Option at any time after the first twenty-four (24) month period
following the date of grant of such Option.  An Optionee may
exercise all of the shares of Class A Common Stock of Company
subject to such Option at any time after the first thirty-six (36)
month period following the date of grant of such Option. 
Notwithstanding what is just stated, if an Optionee is sixty-five
(65) years of age or older at the time the Option is granted, such
Optionee may exercise up to (but not more than) one-half of the
total shares of Class A Common Stock of Company subject to such
Option at any time during the first twelve (12) month period
following the date of grant of such Option and thereafter may
exercise all of the shares of Class A Common Stock of Company
subject to such Option.  Subject to the limitations just stated,
each Option may be exercised at one time or on several successive
occasions; however, each Option may not be exercised in an amount
less than one hundred (100) shares at any one time (unless such
exercise is being made as to the entire portion of Class A Common
Stock which may be purchased pursuant to this Plan).  The form of
Option authorized by this Plan may contain such other provisions as
the Stock Option Committee may, from time to time, deem advisable.

     Although an Optionee may exercise during any calendar year
Options covering Class A Common Stock having a value in excess of
$100,000, the excess portion will not qualify as incentive stock
options.  In the event any exercise by the Optionee in any calendar
year is in excess of the permitted $100,000 exercise limitation,
the Stock Option Committee may designate which shares will
constitute the nonqualified shares.

     An Option granted hereunder to an Optionee prior to January 1,
1987, may not be exercised while there is outstanding any incentive
stock option which was granted before the granting of such Option
to such Optionee to purchase stock in Company or in a parent or
subsidiary corporation of Company or in a predecessor corporation
of Company or any of such corporations.  This restriction on
"sequential exercises" shall not apply to any Options granted
hereunder to an Optionee after December 31, 1986.

     Section 8.  Changes in Capital Structure.  Subject to any
required action by the shareholders, the number of shares of Class
A Common Stock covered by each outstanding Option, the price per
share thereof in each such Option, and the aggregate number of
shares remaining available under this Plan shall be proportionately
adjusted for any increase or decrease in the number of issued
shares of Class A Common Stock of Company resulting from a
subdivision or consolidation of shares, the payment of a stock
dividend (but only on the Class A Common Stock), or any other
increase or decrease in the number of such shares effected without
receipt of consideration by Company, provided that no fractional
shares shall be subject to an Option and each Option shall be
adjusted downward to the nearest full share.  However, no
adjustment contemplated by this Section 8 will be made as a result
of the conversion of Class B Common Stock into Class A Common
Stock.

     Subject to any required action by the shareholders, if Company
is the surviving corporation in any merger or consolidation, each
outstanding Option will pertain to and apply to the securities to
which a holder of the number of shares of Class A Common Stock
subject to the Option would have been entitled.  A dissolution or
liquidation of Company, or a merger or consolidation in which
Company is not the surviving corporation, will cause each
outstanding Option to terminate, provided that in such event each
Optionee may (immediately prior to such dissolution or liquidation,
or merger or consolidation in which Company is not the surviving
corporation) exercise such Optionee's Option.

     In the event of a change to all of Company's Class A Common
Stock with par value into the same number of shares with a
different par value or without par value, the shares resulting from
any such change shall be deemed to be Class A Common Stock within
the meaning of this Plan.

     To the extent that the foregoing adjustments relate to stock
or securities of Company, such adjustments shall be made by the
Stock Option Committee whose determination in that respect shall be
final, binding, and conclusive.  Notwithstanding any of the
foregoing adjustments, no adjustment may be made in the minimum
number of shares which may be purchased at any one time provided in
Section 7 above.

     Except as hereinbefore expressly provided in this Section 8,
an Optionee will have no rights by reason of any subdivision or
consolidation of shares of stock of any class, the payment of any
stock dividend, or any other increase or decrease in the number of
shares of stock of any class resulting from a dissolution,
liquidation, merger, consolidation, or other reorganization with
another corporation.  Any issue by Company of shares of stock of
any class, or securities convertible into shares of stock of any
class, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Class A
Common Stock subject to the Option.

     The grant of an Option pursuant to this Plan will not affect
in any way the right or power of Company to make adjustments,
reclassifications, reorganizations, or changes in its capital or
business structure; nor affect in any way the right or power of
Company to merge, consolidate, dissolve, liquidate, sell, or
otherwise transfer all or any part of its business or assets.

     Section 9.  Termination of Employment.  A primary reason for
Company's granting the Options referred to above is to encourage
each Optionee to remain an officer or employee of Company and/or
its subsidiaries.  Accordingly, if such status as officer or
employee is terminated for any reason, then such Optionee's Option
granted hereunder and then held by such Optionee (to the extent of
the unexercised portion thereof) will be deemed to have expired on
the same date as occurred such termination (or ninety [90] days
prior thereto if an Optionee attempts to exercise such Optionee's
Option in anticipation of such termination).  The failure of
Company promptly to declare that such Option is deemed to have
expired after the occurrence of any such event will not constitute
a waiver of such right, and Company may at any time thereafter
declare such Option to have expired regardless of its actions
during the interim period.  Under no circumstances may an
Optionee's Option be in any way affected by any change of
Optionee's activities, title, or position within the group
consisting of Company and its subsidiaries.

     Section 10.  Death of Employee.  If an Optionee dies while in
the employ of Company or one of its subsidiaries, then the
unexercised portion (to the extent then unexercised) of such
Optionee's Option may (to the extent the five-year rule of Section
6 above will not be violated) be exercised in full at any time
within six (6) months after the date of such deceased Optionee's
death, but only if exercised by an heir, devisee, or personal
representative of the deceased Optionee's estate who acquired the
Option directly from the Optionee through the latter's will or
pursuant to the laws of descent and distribution.

     Section 11.  Nontransferability.  No Option may be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by the laws of descent and
distribution.  Each Option is exercisable, during the lifetime of
an Optionee, only by the Optionee.  Any attempted assignment,
transfer, pledge, hypothecation, or other encumbrance of any Option
contrary to the provisions hereof, and any execution, attachment,
or similar process upon any Option, will be null, void, and of no
effect.

     Section 12.  Rights as Shareholder.  No Optionee may have any
rights as a shareholder with respect to any shares of Company's
Class A Common Stock covered by these Options until the date of
issuance of a stock certificate to such Optionee for such shares. 
Except as is otherwise provided in Section 8 above, no adjustment
will be made for dividends (ordinary or extraordinary and whether
in cash, securities, or other property) or distributions or other
rights for which the record date is prior to the date such stock
certificate is issued.

     Section 13.  Company's Obligations.  Company agrees that prior
to the time any of the Options first become exercisable, Company
shall register with the Securities and Exchange Commission, and any
applicable state regulatory authorities, all of Company's shares of
Class A Common Stock subject to this Plan.  Company further agrees
to maintain at all times sufficient authorized but unissued or
reacquired stock to meet the requirements of this Plan.  The
proceeds received by Company from the sale of the Class A Common
Stock pursuant to these Options shall be used for general corporate
purposes.  Company further agrees to pay all fees and expenses
necessarily incurred by Company in connection with these Options
and to use its best efforts to comply with all laws and regulations
which, in the opinion of Company's general counsel, are applicable
thereto.

     Section 14.  Restrictions on Issuing Shares.  The exercise of
each Option will be subject to the condition that if at any time
the Company determines in its discretion that the listing,
registration, or qualification of any shares otherwise deliverable
upon such exercise upon any securities exchange or under any state
or federal law, or that the consent or approval of any regulatory
body, is necessary or desirable as a condition of, or in connection
with, such exercise or the delivery or purchase of shares pursuant
thereto, then in any such event, such exercise will not be
effective unless such listing, registration, qualification,
consent, or approval has been effected or obtained free of any
conditions not acceptable to Company.

     Section 15.  Indemnification of Stock Option Committee.  In
addition to such other rights of indemnification as they may have
as directors or as members of the Stock Option Committee, the
members of the Stock Option Committee shall be indemnified by
Company against the reasonable expenses, including attorneys' fees
actually and necessarily incurred in connection with the defense of
any action, suit, or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of
any action taken or failure to act under or in connection with the
Plan or any Option granted hereunder, and against all amounts paid
by them in settlement thereof (provided such settlement is approved
by independent legal counsel selected by Company) or paid by them
in satisfaction of a judgment in any such action, suit, or
proceeding, except in relation to matters as to which it shall be
adjudged in such action, suit, or proceeding that such Stock Option
Committee member is liable for negligence or misconduct in the
performance of such member's duties; provided that within sixty
(60) days after institution of any such action, suit, or proceeding
a Stock Option Committee member shall in writing offer Company the
opportunity, at its own expense, to handle and defend the same.

     Section 16.  Amendment of Plan and Agreement.  Company's Board
of Directors may at any time amend the provisions of this Plan for
the purpose of complying with applicable corporate, securities, or
Federal tax laws.  Further, the Board of Directors may at any time
amend, alter, or discontinue this Plan, except that no amendment or
alteration may be made which would impair the rights of any
Optionee under any Option previously granted without such
Optionee's consent, and except that no amendment or alteration may
be made which, without the approval of the shareholders, would: 
(a) increase the total number of shares reserved for the purposes
of this Plan except as is provided in Section 8; (b) decrease the
Option price provided for in Section 5; (c) expand the class of
persons eligible to participate in this Plan as provided in Section
1; or (d) extend the Option period provided for in Section 6.

     DATED to be effective November 29, 1988.

                                    
                              ____________________________________ 
                              William J. Barrett, Secretary

                      ESI Industries, Inc.

                Incentive Stock Option Agreement

                1982 Incentive Stock Option Plan
            (As amended effective November 29, 1988)

     This Agreement is entered into between ESI Industries, Inc.
("Company") and ____________________________ ("Optionee").

     On this 17th day of September, 1991, Company's Board of
Directors approved a resolution granting to Optionee an Incentive
Stock Option for the purchase of 2,000 shares of Company's
Class "A" Common Stock.  Accordingly, in consideration of the
mutual covenants herein contained, the parties hereto agree as
follows:

     1.   Grant of Option.  Company hereby places into written form
the Incentive Stock Option that the Board of Directors has granted
today.  This option (the "Option"), granted as a matter of separate
inducement and agreement in connection with Optionee's status as an
officer and/or employee of Company and/or one of its subsidiaries,
and not in lieu of any salary or other compensation for Optionee's
services, is an option to purchase all or any part of an aggregate
of 2,000 shares of Company's ten cent ($0.10) par value Class "A"
Common Stock at a purchase price of _____________________ ($______)
per share.  The Option is in all respects subject to the terms,
definitions, and provisions of the 1982 Incentive Stock Option Plan
("Plan") adopted by Company on January 19, 1982 (as amended
effective November 29, 1988) which is incorporated by reference
herein.

     2.   Exercise of Option.  This Option will be exercisable in
accordance with the provisions of Section 7 of the Plan as follows:

     (a)  Method of Exercise.  Optionee shall forward to Company's
business office at P.O. Box 710, Chester, New Jersey 07930-0710, by
certified letter, a written instrument stating that the Option is
being exercised and giving the number of shares in respect of which
it is being exercised.  Such written instrument shall be signed by
the person or persons exercising the Option and shall be
accompanied by a certified check or cashier's check for the full
amount of the option price.  In the event a person or persons other
than Optionee attempts to exercise the Option, such written
statement mailed to Company shall demonstrate compliance with
Paragraph 5 to follow and be accompanied by such proof of right to
ownership as is required by the Delaware Uniform Commercial Code to
be given to transfer agents in connection with the transfer of
securities.  However, in the event Optionee so elects, Optionee may
elect to pay the option price by assigning to Company Class "A"
Common Stock already owned by such Optionee the then market value
of which, together with any cash also paid, equals the full amount
of such option price.  Company shall issue a certificate
representing the shares being received upon exercise of the Option,
such certificate being registered in the name of such person or
persons, or if Company so elects in any other name or names as may
be requested by Optionee.  All shares represented by any such
certificate shall be fully paid and non-assessable.

          Optionee may not exercise such Optionee's Option during
the first twelve (12) month period following the date of grant of
such Option.  Optionee may exercise up to (but not more than) one-
third (1/3) of the total shares of Class "A" Common Stock of
Company subject to such Option at any time after the first twelve
(12) month period following the date of grant of such Option. 
Optionee may exercise up to (but not more than) two-thirds (2/3) of
the total shares of Class "A" Common Stock of Company subject to
such Option at any time after the first twenty-four (24) month
period following the date of grant of such Option.  Optionee may
exercise all of the shares of Class "A" Common Stock of Company
subject to the Option at any time after the first thirty-six (36)
month period following the date of grant of such Option. 
Notwithstanding what is just stated, if Optionee is sixty-five (65)
years of age or older at the time the Option is granted, such
Optionee may exercise up to (but not more than) one-half (1/2) of
the total shares of Class "A" Common Stock of Company subject to
such Option.  Subject to the limitations just stated, each Option
may be exercised at one time or on several successive occasions;
however, each Option may not be exercised in an amount less than
one hundred (100) shares at any one time (unless such exercise is
being made as to the entire portion of Class "A" Common Stock which
may be purchased pursuant to this Plan).

          Although an Optionee may exercise during any calendar
year Options covering Class "A" Common Stock having a value in
excess of $100,000, the excess portion will not qualify as
incentive stock options.  In the event any exercise by the Optionee
in any calendar year is in excess of the permitted $100,000
exercise limitation, the Stock Option Committee may designate which
shares will constitute the non-qualified shares.

     (b)  Term of Option.  The Option may not be exercised more
than five (5) years from the date of grant of the Option, as set
forth below, and may be exercised during such term only in
accordance with the Plan and the terms of this Agreement.

     (c)  Restrictions on Issuing Shares.  The exercise of each
Option will be subject to the condition that if at any time Company
determines in its discretion that the listing, registration, or
qualification of any shares otherwise deliverable upon such
exercise upon any securities exchange or under any state or federal
law, or that the consent or approval of any regulatory body, is
necessary or desirable as a condition of, or in connection with,
such exercise or the delivery or purchase of shares pursuant
thereto, then in any such event, such exercise will not be
effective unless such listing, registration, qualification,
consent, or approval has been effected or obtained free of any
conditions not acceptable to Company.

     3.   Changes in Capital Structure.  Pursuant to Section 8 of
the Plan, the Stock Option Committee ("Committee") will
proportionately adjust the number of shares covered by each
outstanding Option, the price per share thereof in each Option, and
the aggregate number of shares remaining available under the Plan
in the event of certain changes in Class "A" Common Stock of
Company as presently constituted.  The determination of the
Committee shall be final, binding, and conclusive.

     4.   Termination of Employment and Death of Optionee.  The
effect on the exercise of the Option caused by Optionee's
termination of status as an officer of Company and/or an officer or
employee of one of Company's subsidiaries, or Optionee's death, is
described in Sections 9 and 10 of the Plan.

     5.   Non-Transferability.  No Option may be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner
other than by will or by the laws of descent and distribution. 
Each Option is exercisable, during the lifetime of Optionee, only
by Optionee.  Any attempted assignment, transfer, pledge,
hypothecation, or other encumbrance of any Option contrary to the
provisions hereof, and any execution, attachment, or similar
process upon any Option, will be null, void, and of no effect.

Date of Grant: ___________________________

                         COMPANY:

                         ESI INDUSTRIES, INC.

                         By:____________________________________  
                         

ATTEST:

                                                      
Rice M. Tilley, Jr., Assistant Secretary

     Optionee acknowledges receipt of a copy of the Plan, a copy of
which is annexed hereto, and represents that such Optionee is
familiar with the terms and conditions thereof and that such
Optionee hereby accepts this Option subject to all the terms and
provisions hereof.  Optionee hereby agrees to accept as binding,
conclusive, and final all decisions or interpretations of the Stock
Option Committee upon any questions arising under the Plan.

DATED:    __________________________

                                                                  
                      
                                _________________, Optionee

                        Stock Option Exercise Letter

CERTIFIED MAIL

                                        
(Date)

ESI Industries, Inc.
P.O. Box 710
Chester, NJ  07930-0710

Attention:  Stock Option Committee

Dear Sir:

     The undersigned hereby elects to exercise the undersigned's
Option to purchase ____________ shares of the ten-cent par value
Class "A" Common Stock of ESI Industries, Inc., under and pursuant
to the 1982 Incentive Stock Option Plan and Stock Option Agreement
(as amended effective November 29, 1988).

     Delivered herewith is a certified check or cashier's check in
the amount of $          in full payment of the option price.

     The name or names to be on the stock certificate or
certificates and the address and Social Security Number of such
person are as follows:

          Name:                                             

          Address:                                          

          Social Security Number:                           

                                   Very  truly yours,

                                   __________________, Optionee

Enclosure

                                                        Exhibit 5.1

                       Opinion of Counsel

                     LAW, SNAKARD & GAMBILL
                   A PROFESSIONAL CORPORATION
                    ATTORNEYS AND COUNSELORS
                       3200 BANK ONE TOWER
                        500 THROCKMORTON
                  FORT WORTH, TEXAS  76102-3859
                       _________________  

                       AREA (817) 335-7373
                         METRO 429-2991

                       FACSIMILE 332-7473
                       DIRECT DIAL NUMBER
                         (817) 878-6307

                           May 5, 1995

Supreme Industries, Inc.
16500 County Road 38
Goshen, IN  46526-0463

          Re:  Form S-8 and Form S-3 Registration Statement

Gentlemen:

     We have acted as counsel to Supreme Industries, Inc., a
Delaware corporation, (the "Company") in connection with the
proposed offering of the following shares of the Company's Class A
Common Stock, $.10 par value (the "Common Stock"):  

     (1)  57,132 shares of Common Stock previously issued under the
          Company's 1992 Stock Option Plan and 1982 Incentive Stock
          Option Plan are to be offered for sale by certain selling
          shareholders (the "Selling Shareholders"); 

     (2)  172,500 shares of Common Stock issuable by the Company
          upon the exercise of presently outstanding options
          granted under the Company's 1992 Stock Option Plan and
          1982 Incentive Stock Option Plan; and

     (3)  143,50 shares of Common Stock issuable upon exercise of
          options not yet granted under the Company's 1992 Stock
          Option Plan.  

     All of the above shares of Common Stock are offered pursuant
to a Registration Statement on Form S-8 and Form S-3 (the
"Registration Statement") to which this opinion is being filed as
an exhibit.

     In our capacity as counsel to the Company, we have examined
and relied upon the Company's Certificate of Incorporation and
Bylaws, as amended, and the records of corporate proceedings with
respect to the approval of the proposed registration and the
offering and sale of the shares of Common Stock thereunder, and
have made such other investigations as we have deemed necessary and
prudent for the purposes of the opinions expressed herein.

     Based upon the foregoing, but subject to the penultimate
paragraph of this letter, we are of the opinion that:

     (1)  All of the above described shares of Common Stock have
          been duly authorized;

     (2)  The 57,132 shares of Common Stock previously issued under
          the 1992 Stock Option Plan and the 1982 Incentive Stock
          Option Plan have been validly issued and are fully paid
          and nonassessable;  and

     (3)  When (a) the Registration Statement shall become
          effective; (b) the applicable provisions of the
          securities laws of the various states have been complied
          with; and (c) the 172,500 shares of Common Stock issuable
          upon the exercise of presently outstanding options
          granted under the Company's 1992 Stock Option Plan and
          1982 Incentive Stock Option Plan and the 143,500 shares
          issuable upon exercise of options not yet granted under
          the 1992 Stock Option Plan have been issued and paid for
          in accordance with (i) the terms and conditions set forth
          in the Registration Statement and (ii) the terms and
          conditions of the 1992 Stock Option Plan and 1982
          Incentive Stock Option Plan, respectively, and related
          documents entered or to be entered into between the
          Company and a particular optionee, then, upon delivery of
          such shares of Common Stock, such Common Stock will be
          legally issued, fully paid and nonassessable.  

     This opinion is limited to the matters expressly set forth
herein, and no opinion is implied or may be inferred beyond the
matters expressly so stated.

     We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the aforesaid
Registration Statement and of the use of our name in the Prospectus
constituting a part thereof.

                                   Respectfully Submitted,

                                   /s/ Law, Snakard & Gambill, P.C.

                                   LAW, SNAKARD & GAMBILL, P.C.

                                                       Exhibit 23.2

               CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this registration
statement of Supreme Industries, Inc. on Form S-8 of our reports
dated January 27, 1995, on our audits of the consolidated financial
statements and financial statement schedule of Supreme Industries,
Inc. and subsidiaries as of December 31, 1994 and 1993, and for
each of the three years in the period ended December 31, 1994,
which reports are incorporated by reference in Supreme Industries,
Inc. Annual Report on Form 10-K for the year ended December 31,
1994.  We also consent to the reference to our firm under the
caption "Experts".

                                   /s/  Coopers & Lybrand L.L.P.  

                                   COOPERS & LYBRAND L.L.P.

Elkhart, Indiana
May 10, 1995

                                                     Exhibit 24.1

                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
Directors of Supreme Industries, Inc. (the "Company") hereby
constitutes and appoints Herbert M. Gardner, William J. Barrett,
and Robert W. Wilson, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign a Registration Statement on Form S-8
and Form S-3 and any and all amendments (including post-effective
amendments) thereto, and to file the same, with all exhibits
thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission for the purpose of registering,
under the Securities Act of 1933, shares of the Company's Class A
Common Stock, granting unto each 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, as fully to all intents
and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any
of them or their or his substitute or substitutes may lawfully do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned have executed this Power
of Attorney this 5th day of May, 1995.

     Signature                          Title

/s/ Herbert M. Gardner             Chairman of the Board and
                                   President
Herbert M. Gardner                 (Principal Executive Officer)

/s/ Omer G. Kropf                  Executive Vice President and
                                   Director
Omer G. Kropf

/s/ William J. Barrett             Secretary, Assistant Treasurer
                                   and 
William J. Barrett                 Director

/s/ Robert W. Wilson               Executive Vice President,
                                   Treasurer, 
Robert W. Wilson                   Chief Financial Officer and
Director
                                   (Principal Financial and
                                   Accounting Officer)
    
/s/ Robert J. Campbell             Director
Robert J. Campbell

/s/ Rice M. Tilley, Jr.            Assistant Secretary and
                                   Director
Rice M. Tilley, Jr.