<PAGE> 1
                                              Registration No. 333-
As filed with the Securities and Exchange Commission on August 3, 2006
-----------------------------------------------------------------------------
                                  UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                          -----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933
                          -----------------------------

                               MITY Enterprises, Inc.

               (Exact name of registrant as specified in its charter)

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

                                 1301 West 400 North
                                   Orem, Utah 84057
                           (Address, including zip code,
                    of registrant's principal executive offices)
                          -----------------------------
                  MITY Enterprises, Inc. 2006 Stock Incentive Plan
                              (Full title of the plan)
                          -----------------------------
                                 Bradley T Nielson
                                      President
                               MITY Enterprises, Inc.
                                 1301 West 400 North
                                   Orem, Utah 84057
                                    (801) 224-0589

                         (Name, address and telephone number,
                including area code, of agent for service of process)
                          -----------------------------
                                     Copy to:
                               Nolan S. Taylor, Esq.
                               Dorsey & Whitney LLP
                        170 South Main Street, Suite 900
                            Salt Lake City, Utah 84101
                                 (801) 933-7360
                          -----------------------------
<PAGE> 2
                          CALCULATION OF REGISTRATION FEE
=============================================================================
 Title of                      Proposed            Proposed
securities     Amount           maximum             maximum       Amount of
  to be        to be         offering price        aggregate     registration
registered   registered(1)     per share(2)    offering price(2)      fee
-----------------------------------------------------------------------------
Common Stock,
 $0.01 par
 value per
 share        300,000            $17.79           $5,337,000        $571.06
=============================================================================
(1)  Pursuant to Rule 416 under the Securities Act of 1933, this registration
statement also relates to such additional number of shares available for
issuance under the plan as may be required pursuant to the plan in the event
of a stock dividend, stock split, recapitalization or other similar event, or
as otherwise provided for in the plan.
(2)  Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as amended.  The
proposed maximum aggregate offering price is based upon the average of the
high and low prices of the registrant's Common Stock traded on the Nasdaq
Stock Market as reported on the consolidated reporting system on August 2,
2006.

<PAGE> 3

                                   PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

     Information required by Item 1 to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 adopted under the Securities Act of 1933, as amended (the "Securities
Act"), and the Note to Part I of Form S-8.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     Information required by Item 2 to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 adopted under the Securities Act and the Note to Part I of Form S-8.

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by MITY Enterprises, Inc. (the
"Company"), are incorporated by reference in this Registration Statement, as
of their respective dates:

(a)   the Company's Annual Report on Form 10-K for the fiscal year ended March
31, 2006;

(b)   the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 2006; and

(c)   the description of the Company's Common Stock, par value $0.01 per
share, as contained in the Registration Statement on Form 8-A filed on April
22, 1994, including any amendment or report filed for the purpose of updating
such description filed for the purpose of updating such description.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold shall be deemed to be incorporated
by reference herein and to be a part hereof from the respective dates of
filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

<PAGE> 4

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 16-10a-902 of the Utah Revised Business Corporation Act (the
"Revised Act") provides that a corporation may indemnify any individual made a
party to a proceeding because he is or was a director, against liability
incurred in the proceeding, if: (a) his conduct was in good faith, (b) he
reasonably believed that his conduct was in, or not opposed to, the
corporation's best interests; and (c) in the case of any criminal proceeding,
he had no reasonable cause to believe such conduct was unlawful; provided,
however, that a corporation may not indemnify a director under Section
16-10a-902 if (i) in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation, or
(ii) in connection with any other proceeding charging that the director
derived an improper personal benefit, whether or not involving action in his
or her official capacity, in which proceeding he was adjudged liable on the
basis that he derived an improper benefit.

     Section 16-10a-903 of the Revised Act provides that, unless limited by
its articles of incorporation, a corporation shall indemnify a director who
was successful, on the merits or otherwise, in the defense of any proceeding,
or in the defense of any claim, issue or matter in the proceeding, to which he
was a party because he is or was a director of the corporation, against
reasonable expenses incurred in connection with the proceeding or claim with
respect to which he has been successful.

     In addition to the indemnification provided by Sections 902 and 903,
Section 16-10a-905 of the Revised Act provides that, unless otherwise limited
by a corporation's articles of incorporation, a director may apply for
indemnification to the court conducting the proceeding or to another court of
competent jurisdiction.

     Section 16-10a-904 of the Revised Act provides that a corporation may pay
for or reimburse the reasonable expenses incurred by a director who is a party
to a proceeding in advance of the final disposition of the proceeding upon the
satisfaction of certain conditions.

     Section 16-10a-907 of the Revised Act provides that, unless a
corporation's articles of incorporation provide otherwise, (i) an officer of
the corporation is entitled to mandatory indemnification under Section 903 and
is entitled to apply for court-ordered indemnification under Section 905, in
each case to the same extent as a director, (ii) the corporation may indemnify
and advance expenses to an officer, employee, fiduciary or agent of the
corporation to the same extent as a director, and (iii) a corporation may also
indemnify and advance expenses to an officer, employee, fiduciary or agent who
is not a director to a greater extent, if not inconsistent with public policy,
and if provided for by its articles of incorporation, bylaws, general or
specific action of its board of directors or contract.

<PAGE> 5

     Section 16-10a-908 of the Revised Act provides that a corporation may
purchase and maintain liability insurance on behalf of a person who is or was
a director, officer, employee, fiduciary, or agent of the corporation or who,
while serving as a director, officer, employee, fiduciary, or agent of the
corporation, is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee, fiduciary, or agent of another
foreign or domestic corporation or other person, or of an employee benefit
plan against liability asserted against or incurred by the individual in that
capacity or arising from his status as such, whether or not the corporation
would have the power to indemnify him against the same liability under Section
902, 903, or 907 of the Revised Act.

     Section 16-10a-909 of the Revised Act provides that a provision treating
a corporation's indemnification of or advance for expenses to, directors that
is contained in its articles of incorporation or bylaws, in a resolution of
its stockholders or board of directors or in a contract, (except an insurance
policy), or otherwise, is valid only if and to the extent the provision is not
inconsistent with Sections 901 through 909 of the Revised Act. If the articles
of incorporation limit indemnification or advancement of expenses,
indemnification and advancement of expenses are valid only to the extent not
inconsistent with the articles.

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

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

<PAGE> 6

ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER      DESCRIPTION
--------    ---------------------------------------------------------------
4.1         Amended and Restated Articles of Incorporation of the Registrant
            incorporated by reference to Exhibit 3.1 to the Company's
            Registration Statement on Form SB-2, Reg. No. 33-76758-D.

4.2         Amended and Restated Bylaws of the Registrant incorporated by
            reference to Exhibit 3.2 to the Company's Registration Statement
            on Form SB-2, Reg. No. 33-76758-D.

4.3         First Amendment to the Amended and Restated Bylaws of Registrant
            incorporated by reference to Exhibit 3.3 to the Company's
            Registration Statement on Form SB-2, Reg. No. 33-76758-D.

4.4         Form of Stock Certificate incorporated by reference to Exhibit 4,1
            to the Company's Registration Statement on Form SB-2, Reg. No.
            33-76758-D.

5.1         Opinion of Dorsey & Whitney LLP.

23.1        Consent of Deloitte & Touche LLP, independent registered public
            accounting firm.

23.2        Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 to this
            Registration Statement).

24.1        Power of Attorney (included with the signatures in Part II of this
            registration statement).

<PAGE> 7

ITEM 9.  UNDERTAKINGS.

(a)  The undersigned registrant hereby undertakes:

   (1)   To file, during any period in which offers or sales are being made, a
         post-effective amendment to this Registration Statement:
        (i)   To include any prospectus required by Section 10(a)(3) of the
              Securities Act of 1933, as amended (the "Securities 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.
              Notwithstanding the foregoing, any increase or decrease in
              volume of securities offered (if the total dollar value of
              securities offered would not exceed that which was registered)
              and any deviation from the low or high end of the estimated
              maximum offering range may be reflected in the form of
              prospectus filed with the Commission pursuant to Rule 424(b) if,
              in the aggregate, the changes in volume and price represent no
              more than a 20% change in the maximum aggregate offering price
              set forth in the "Calculation of Registration Fee" table in the
              effective Registration Statement; and

        (iii) To include any material information with respect to the plan of
              distribution not previously disclosed in the Registration
              Statement or any material change to such information in the
              Registration Statement;

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

   (2)   That, for the purpose of determining any liability under the
         Securities 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.

(b)  The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities 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.

<PAGE> 8

(c)  Insofar as indemnification for liabilities arising under the Securities
     Act may be permitted to directors, officers and controlling persons of
     the registrant pursuant to the foregoing provisions, or otherwise, the
     registrant has been advised that in the opinion of the Commission such
     indemnification is against public policy as expressed in the Securities
     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 Securities Act and will be governed by
     the final adjudication of such issue.

<PAGE> 9

                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Orem, State of Utah, on August 3,
2006.

                                MITY ENTERPRISES, INC.


                            By: /s/ BRADLEY T NIELSON
                                ----------------------------------
                                Name: Bradley T Nielson, President
                                Title:Chief Executive Officer and President

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

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on August 3, 2006.


                                /s/ GREGORY L. WILSON
                                ----------------------------------
                                Gregory L. Wilson
                                Chairman of the Board and Director

                                /s/ BRADLEY T NIELSON
                                ----------------------------------
                                Bradley T Nielson
                                Chief Executive Officer and President
                                (principal executive officer)

                                /s/ PAUL R. KILLPACK
                                ----------------------------------
                                Paul R. Killpack
                                Chief Financial Officer
                                (principal financial and accounting officer)

<PAGE> 10
                                /s/ RALPH E. CRUMP
                                ----------------------------------
                                Ralph E. Crump
                                Director

                                /s/ PETER NAJAR
                                ----------------------------------
                                Peter Najar
                                Director

                                /s/ C. LEWIS WILSON
                                ----------------------------------
                                C. Lewis Wilson
                                Director

                                /s/ HAL B. HEATON
                                ----------------------------------
                                Hal B. Heaton
                                Director


<PAGE> 11

                          EXHIBIT INDEX TO
                             FORM S-8

                      MITY Enterprises, Inc.



EXHIBIT
NUMBER              DESCRIPTION
----------  -----------------------------------------------------------------
4.1         Amended and Restated Articles of Incorporation of the Registrant
            incorporated by reference to Exhibit 3.1 to the Company's
            Registration Statement on Form SB-2, Reg. No. 33-76758-D.

4.2         Amended and Restated Bylaws of the Registrant incorporated by
            reference to Exhibit 3.2 to the Company's Registration Statement
            on Form SB-2, Reg. No. 33-76758-D.

4.3         First Amendment to the Amended and Restated Bylaws of Registrant
            incorporated by reference to Exhibit 3.3 to the Company's
            Registration Statement on Form SB-2, Reg. No. 33-76758-D.

4.4         Form of Stock Certificate incorporated by reference to Exhibit 4,1
            to the Company's Registration Statement on Form SB-2, Reg. No.
            33-76758-D.

5.1         Opinion of Dorsey & Whitney LLP.

23.1        Consent of Deloitte & Touche LLP, independent registered public
            accounting firm.

23.2        Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 to this
            Registration Statement).

24.1        Power of Attorney (included with the signatures in Part II of this
            registration statement).
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "description": "S-8", "secsgml_size_bytes": 22825}]
{"company-data": {"conformed-name": "MITY ENTERPRISES INC", "cik": "0000921030", "assigned-sic": "2522", "irs-number": "870448892", "state-of-incorporation": "UT", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-136274", "film-number": "061002718"}, "business-address": {"street1": "1301 W 400 N", "city": "OREM", "state": "UT", "zip": "84057", "phone": "8012240589"}, "mail-address": {"street1": "1301 WEST 400 NORTH", "city": "OREM", "state": "UT", "zip": "84057"}, "former-company": {"former-conformed-name": "MITY LITE INC", "date-changed": "19940329"}}
1
                                              Registration No. 333-
As filed with the Securities and Exchange Commission on August 3, 2006
-----------------------------------------------------------------------------
                                  UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                          -----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933
                          -----------------------------

                               MITY Enterprises, Inc.

               (Exact name of registrant as specified in its charter)

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

                                 1301 West 400 North
                                   Orem, Utah 84057
                           (Address, including zip code,
                    of registrant's principal executive offices)
                          -----------------------------
                  MITY Enterprises, Inc. 2006 Stock Incentive Plan
                              (Full title of the plan)
                          -----------------------------
                                 Bradley T Nielson
                                      President
                               MITY Enterprises, Inc.
                                 1301 West 400 North
                                   Orem, Utah 84057
                                    (801) 224-0589

                         (Name, address and telephone number,
                including area code, of agent for service of process)
                          -----------------------------
                                     Copy to:
                               Nolan S. Taylor, Esq.
                               Dorsey & Whitney LLP
                        170 South Main Street, Suite 900
                            Salt Lake City, Utah 84101
                                 (801) 933-7360
                          -----------------------------
2
                          CALCULATION OF REGISTRATION FEE
=============================================================================
 Title of                      Proposed            Proposed
securities     Amount           maximum             maximum       Amount of
  to be        to be         offering price        aggregate     registration
registered   registered(1)     per share(2)    offering price(2)      fee
-----------------------------------------------------------------------------
Common Stock,
 $0.01 par
 value per
 share        300,000            $17.79           $5,337,000        $571.06
=============================================================================
(1)  Pursuant to Rule 416 under the Securities Act of 1933, this registration
statement also relates to such additional number of shares available for
issuance under the plan as may be required pursuant to the plan in the event
of a stock dividend, stock split, recapitalization or other similar event, or
as otherwise provided for in the plan.
(2)  Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as amended.  The
proposed maximum aggregate offering price is based upon the average of the
high and low prices of the registrant's Common Stock traded on the Nasdaq
Stock Market as reported on the consolidated reporting system on August 2,
2006.
3

                                   PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

     Information required by Item 1 to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 adopted under the Securities Act of 1933, as amended (the "Securities
Act"), and the Note to Part I of Form S-8.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     Information required by Item 2 to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 adopted under the Securities Act and the Note to Part I of Form S-8.

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by MITY Enterprises, Inc. (the
"Company"), are incorporated by reference in this Registration Statement, as
of their respective dates:

(a)   the Company's Annual Report on Form 10-K for the fiscal year ended March
31, 2006;

(b)   the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 2006; and

(c)   the description of the Company's Common Stock, par value $0.01 per
share, as contained in the Registration Statement on Form 8-A filed on April
22, 1994, including any amendment or report filed for the purpose of updating
such description filed for the purpose of updating such description.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold shall be deemed to be incorporated
by reference herein and to be a part hereof from the respective dates of
filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.
4

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 16-10a-902 of the Utah Revised Business Corporation Act (the
"Revised Act") provides that a corporation may indemnify any individual made a
party to a proceeding because he is or was a director, against liability
incurred in the proceeding, if: (a) his conduct was in good faith, (b) he
reasonably believed that his conduct was in, or not opposed to, the
corporation's best interests; and (c) in the case of any criminal proceeding,
he had no reasonable cause to believe such conduct was unlawful; provided,
however, that a corporation may not indemnify a director under Section
16-10a-902 if (i) in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation, or
(ii) in connection with any other proceeding charging that the director
derived an improper personal benefit, whether or not involving action in his
or her official capacity, in which proceeding he was adjudged liable on the
basis that he derived an improper benefit.

     Section 16-10a-903 of the Revised Act provides that, unless limited by
its articles of incorporation, a corporation shall indemnify a director who
was successful, on the merits or otherwise, in the defense of any proceeding,
or in the defense of any claim, issue or matter in the proceeding, to which he
was a party because he is or was a director of the corporation, against
reasonable expenses incurred in connection with the proceeding or claim with
respect to which he has been successful.

     In addition to the indemnification provided by Sections 902 and 903,
Section 16-10a-905 of the Revised Act provides that, unless otherwise limited
by a corporation's articles of incorporation, a director may apply for
indemnification to the court conducting the proceeding or to another court of
competent jurisdiction.

     Section 16-10a-904 of the Revised Act provides that a corporation may pay
for or reimburse the reasonable expenses incurred by a director who is a party
to a proceeding in advance of the final disposition of the proceeding upon the
satisfaction of certain conditions.

     Section 16-10a-907 of the Revised Act provides that, unless a
corporation's articles of incorporation provide otherwise, (i) an officer of
the corporation is entitled to mandatory indemnification under Section 903 and
is entitled to apply for court-ordered indemnification under Section 905, in
each case to the same extent as a director, (ii) the corporation may indemnify
and advance expenses to an officer, employee, fiduciary or agent of the
corporation to the same extent as a director, and (iii) a corporation may also
indemnify and advance expenses to an officer, employee, fiduciary or agent who
is not a director to a greater extent, if not inconsistent with public policy,
and if provided for by its articles of incorporation, bylaws, general or
specific action of its board of directors or contract.
5

     Section 16-10a-908 of the Revised Act provides that a corporation may
purchase and maintain liability insurance on behalf of a person who is or was
a director, officer, employee, fiduciary, or agent of the corporation or who,
while serving as a director, officer, employee, fiduciary, or agent of the
corporation, is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee, fiduciary, or agent of another
foreign or domestic corporation or other person, or of an employee benefit
plan against liability asserted against or incurred by the individual in that
capacity or arising from his status as such, whether or not the corporation
would have the power to indemnify him against the same liability under Section
902, 903, or 907 of the Revised Act.

     Section 16-10a-909 of the Revised Act provides that a provision treating
a corporation's indemnification of or advance for expenses to, directors that
is contained in its articles of incorporation or bylaws, in a resolution of
its stockholders or board of directors or in a contract, (except an insurance
policy), or otherwise, is valid only if and to the extent the provision is not
inconsistent with Sections 901 through 909 of the Revised Act. If the articles
of incorporation limit indemnification or advancement of expenses,
indemnification and advancement of expenses are valid only to the extent not
inconsistent with the articles.

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

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.
6

ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER      DESCRIPTION
--------    ---------------------------------------------------------------
4.1         Amended and Restated Articles of Incorporation of the Registrant
            incorporated by reference to Exhibit 3.1 to the Company's
            Registration Statement on Form SB-2, Reg. No. 33-76758-D.

4.2         Amended and Restated Bylaws of the Registrant incorporated by
            reference to Exhibit 3.2 to the Company's Registration Statement
            on Form SB-2, Reg. No. 33-76758-D.

4.3         First Amendment to the Amended and Restated Bylaws of Registrant
            incorporated by reference to Exhibit 3.3 to the Company's
            Registration Statement on Form SB-2, Reg. No. 33-76758-D.

4.4         Form of Stock Certificate incorporated by reference to Exhibit 4,1
            to the Company's Registration Statement on Form SB-2, Reg. No.
            33-76758-D.

5.1         Opinion of Dorsey & Whitney LLP.

23.1        Consent of Deloitte & Touche LLP, independent registered public
            accounting firm.

23.2        Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 to this
            Registration Statement).

24.1        Power of Attorney (included with the signatures in Part II of this
            registration statement).
7

ITEM 9.  UNDERTAKINGS.

(a)  The undersigned registrant hereby undertakes:

   (1)   To file, during any period in which offers or sales are being made, a
         post-effective amendment to this Registration Statement:
        (i)   To include any prospectus required by Section 10(a)(3) of the
              Securities Act of 1933, as amended (the "Securities 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.
              Notwithstanding the foregoing, any increase or decrease in
              volume of securities offered (if the total dollar value of
              securities offered would not exceed that which was registered)
              and any deviation from the low or high end of the estimated
              maximum offering range may be reflected in the form of
              prospectus filed with the Commission pursuant to Rule 424(b) if,
              in the aggregate, the changes in volume and price represent no
              more than a 20% change in the maximum aggregate offering price
              set forth in the "Calculation of Registration Fee" table in the
              effective Registration Statement; and

        (iii) To include any material information with respect to the plan of
              distribution not previously disclosed in the Registration
              Statement or any material change to such information in the
              Registration Statement;

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

   (2)   That, for the purpose of determining any liability under the
         Securities 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.

(b)  The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities 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.
8

(c)  Insofar as indemnification for liabilities arising under the Securities
     Act may be permitted to directors, officers and controlling persons of
     the registrant pursuant to the foregoing provisions, or otherwise, the
     registrant has been advised that in the opinion of the Commission such
     indemnification is against public policy as expressed in the Securities
     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 Securities Act and will be governed by
     the final adjudication of such issue.
9

                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Orem, State of Utah, on August 3,
2006.

                                MITY ENTERPRISES, INC.

                            By: /s/ BRADLEY T NIELSON
                                ----------------------------------
                                Name: Bradley T Nielson, President
                                Title:Chief Executive Officer and President

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

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on August 3, 2006.

                                /s/ GREGORY L. WILSON
                                ----------------------------------
                                Gregory L. Wilson
                                Chairman of the Board and Director

                                /s/ BRADLEY T NIELSON
                                ----------------------------------
                                Bradley T Nielson
                                Chief Executive Officer and President
                                (principal executive officer)

                                /s/ PAUL R. KILLPACK
                                ----------------------------------
                                Paul R. Killpack
                                Chief Financial Officer
                                (principal financial and accounting officer)
10
                                /s/ RALPH E. CRUMP
                                ----------------------------------
                                Ralph E. Crump
                                Director

                                /s/ PETER NAJAR
                                ----------------------------------
                                Peter Najar
                                Director

                                /s/ C. LEWIS WILSON
                                ----------------------------------
                                C. Lewis Wilson
                                Director

                                /s/ HAL B. HEATON
                                ----------------------------------
                                Hal B. Heaton
                                Director
11

                          EXHIBIT INDEX TO
                             FORM S-8

                      MITY Enterprises, Inc.

EXHIBIT
NUMBER              DESCRIPTION
----------  -----------------------------------------------------------------
4.1         Amended and Restated Articles of Incorporation of the Registrant
            incorporated by reference to Exhibit 3.1 to the Company's
            Registration Statement on Form SB-2, Reg. No. 33-76758-D.

4.2         Amended and Restated Bylaws of the Registrant incorporated by
            reference to Exhibit 3.2 to the Company's Registration Statement
            on Form SB-2, Reg. No. 33-76758-D.

4.3         First Amendment to the Amended and Restated Bylaws of Registrant
            incorporated by reference to Exhibit 3.3 to the Company's
            Registration Statement on Form SB-2, Reg. No. 33-76758-D.

4.4         Form of Stock Certificate incorporated by reference to Exhibit 4,1
            to the Company's Registration Statement on Form SB-2, Reg. No.
            33-76758-D.

5.1         Opinion of Dorsey & Whitney LLP.

23.1        Consent of Deloitte & Touche LLP, independent registered public
            accounting firm.

23.2        Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 to this
            Registration Statement).

24.1        Power of Attorney (included with the signatures in Part II of this
            registration statement).