As filed with the Securities and Exchange Commission on March 20, 1998 

                                              Registration No. 333-___________

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                             _______________
                                    
                                FORM S-8
                         REGISTRATION STATEMENT 
                                 UNDER 
                       THE SECURITIES ACT OF 1933
                             _______________
                                    
                     MILLER BUILDING SYSTEMS, INC. 
             (Name of Registrant as Specified in its Charter)
                                    
                                    
                                    
                                    
                                    
              Delaware                           36-3228778
   (State or Other Jurisdiction of          (I.R.S. Employer
   Incorporation or Organization)           Identification No.)
   
                                                              
   
                       58120 County Road 3 South
                         Elkhart, Indiana 46517
                             (219) 295-1214
   
               (Address of Principal Executive Offices)
   
                                
                    MILLER BUILDING SYSTEMS, INC. 
                        1997 STOCK OPTION PLAN 
                       (Full Title of the Plan)
   
                            Edward C. Craig
                 President and Chief Executive Officer
                     Miller Building Systems, Inc.
                       58120 County Road 3 South
                         Elkhart, Indiana 46517
                       Telephone:  (219) 295-1214
                          Fax:  (219) 295-2232
   
(Name, Address and Telephone Number, including area code, of Agent for Service)
   
                                
              Please address a copy of all communications to:
   
                                
                             Steven Schwartz
          Much Shelist Freed Denenberg Ament Bell & Rubenstein, P.C.
                     200 N. LaSalle Street, Suite 2100
                          Chicago, Illinois  60601
                         Telephone:  (312) 346-3100
                            Fax:  (312) 621-1750
                                 
                       CALCULATION OF REGISTRATION FEE
                            
Title of each class    Amount   Proposed Maximum  Proposed Maximum   Amount of
of Securities to be    to be     Offering Price  Aggregate Offering Registration
   Registered        Registered   Per Share (1)       Price (1)          Fee
                               
Common Stock
 ($0.01 par value)  500,000 shs      $9.9375         $4,968,750       $1,465.78


(1)  Estimated solely for the purpose of calculating the registration fee in
 accordance with Rule 457(h), based on the average of the high and low sale
 prices as reported by The Nasdaq National Market on February 20, 1998.  


                                  PART I 
          INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 and 2.  The information specified in Item 1 and Item 2 of Part I of Form
S-8 is omitted from this filing in accordance with Rule 428 under the Securities
Act of 1933, as amended, (the "Securities Act") and the introductory note to 
Part I of Form S-8.
                                    
                                PART II 
           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

     The following documents, heretofore filed by the Company with the 
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are hereby incorporated
by reference, except as superseded or modified herein:

          (a)  The Company's Annual Report on Form 10-K for the fiscal year 
     ended June  28, 1997 filed with the Commission on September 22, 1997.

          (b)  The Company's Quarterly Report on Form 10-Q for the quarterly 
     period ended September 27, 1997 filed with the Commission on
     November 12, 1997.
     
          (c)  The description of the common stock set forth in the Company's 
     Registration Statement on Form 8-A (File No. 0-14651) filed with the 
     Commission on May 21, 1986, including any amendment or report filed for the
     purpose of updating such description.

     All documents subsequently filed with the Commission 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 herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.  

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel
                                    
     Certain legal matters in connection with the validity of the shares of 
UniCommon Stock offered hereby will be passed upon for the Company by Much 
Shelist Freed Denenberg Ament Bell & Rubenstein, P.C., Chicago, Illinois, which
serves as the Company's general counsel.  Jeffrey C. Rubenstein, a principal 
of Much Shelist Freed Denenberg Ament Bell & Rubenstein, P.C. has served on 
the Board of Directors of the Company since April 1983 and, as of December 31, 
1997, is the beneficial holder of 32,166 shares of the Company's Common Stock.  

Item 6.  Indemnification of Directors and Officers

     The Company is a Delaware corporation.  Reference is made to Section 102(b)
(7) of the Delaware General Corporation Law (the "DGCL"), which enables a 
corporation in its original certificate of incorporation or an amendment thereto
to eliminate or limit the personal liability of a director for violations of the
director's fiduciary duty, except (i) for any breach of the director's duty of 
loyalty to the corporation or its stockholders, (ii) for acts or omissions not 
in good faith or which involve intentional misconduct or a knowing violation of 
law, (iii) pursuant to Section 174 of the DGCL (providing for liability of 
directors for unlawful payments of dividends or unlawful stock purchases or
redemptions) or (iv) for any transaction from which a director derived an 
improper personal benefit.


     Reference is also made to Section 145 of the DGCL, which provides that a
corporation may indemnify any person, including a director or officer, who was 
or is a party or who is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of such corporation),
by reason of the fact that such person is or was a director, officer, employee
or agent of such corporation, or is or was serving at the request of such 
corporation as a director, officer, employee or agent of another corporation, 
partnership, joint venture, trust or other enterprise.  The indemnity may 
include expenses (including attorneys' fees), judgments, fines and amounts paid 
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided such director, officer, employee or 
agent acted in good faith and in a manner he reasonably believed to be in, or 
not opposed to, the corporation's best interest and, for criminal proceedings, 
had no reasonable cause to believe that his conduct was unlawful.  A Delaware 
corporation may indemnify any officer or director in any action by or in the 
right of the corporation under the same conditions, except that no 
indemnification is permitted without judicial approval if the officer or 
director is adjudged to be liable to the corporation.  Where an officer or a 
present or former director is successful on the merits or otherwise in the 
defense of any action referred to above, the corporation must indemnify him 
against the expenses that such person actually and reasonably incurred.

     The Company's Certificate of Incorporation limits the personal liability of
directors to the fullest extent permitted by Delaware law. In addition, the 
Company's Certificate of Incorporation and By-laws provide that the Company 
shall, to the fullest extent permitted by Delaware law, indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative by reason of the fact that he or she is or was a director, 
officer, employee or agent of the Company or is or was serving at the request of
the Company as a director, officer, employee or agent of another corporation, 
partnership, joint venture, trust or other enterprise against any and all 
expenses, liabilities or other matters referred to or covered by Delaware law, 
which were reasonably incurred by such person.  This indemnification is in 
addition to any other rights of indemnification to which such persons may be 
entitled under the Company's Certificate of Incorporation, By-laws, any 
agreement or vote of shareholders or disinterested directors or otherwise.
 
     The Company's Certificate of Incorporation and By-laws also permit it to 
secure insurance on behalf of any director, officer, employee or other agent for
any liability arising out of his or her actions in such capacity, regardless of 
whether Delaware law, the Certificate of Incorporation or By-laws would permit 
indemnification.

     The description of Delaware law is not intended to be complete.  The 
description of the Company s Certificate of Incorporation and its By-laws is not
intended to be complete and is respectively qualified in its entirety by such 
Certificate and By-laws.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

     The Exhibits filed herewith pursuant to this Item 8 are listed in the 
     Exhibit Index at page E-1.

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;
          
               (ii)  To reflect in the prospectus any facts or events arising 
          after the effective date of the registration statement (or in 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 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 percent change in the maximum aggregate offering price set forth
          in the "Calculation of Registration Fee" table in the effective 
          registration statement;
          
               (iii)  To include any material information with respect to the 
          plan of distribution not previously disclosed in the registration 
          statement or any material change to such information in the 
          registration statement; 
          
          Provided, however, that the undertakings set forth in 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 periodic reports filed by registrant pursuant to Section 13 of Section 
     15(d) of the Exchange Act of 1934 that are incorporated by reference in 
     this 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 the purpose 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.

     (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 Securities and Exchange 
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.


                                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 Elkhart, Indiana, on March 20, 1998.


                                    MILLER BUILDING SYSTEMS, INC.
     
                                    By:   /Edward C. Craig
                                          Edward C. Craig
                                              President
                                                 and
                                       Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons in the following
capacities on March 19, 1998.
 
     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Edward C. Craig and Thomas J. Martini, 
and each of them, his attorney-in-fact, each with the power of substitution, for
him and in his 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 sign any registration statement for the same offering covered
by this registration statement that is to be effective upon filing pursuant to 
Rule 462(b) promulgated under the Securities Act of 1933, and all post-effective
amendments thereto, and to file the same, with all exhibits thereto and all 
documents in connection therewith, with the Securities and Exchange Commission, 
granting unto said attorneys-in-fact and agents, and each of them, full power 
and authority to do and perform each and every act and thing requisite and 
necessary to be done in and about the premises, as fully to all intents and 
purposes as he might or could do in person, hereby ratifying and confirming all 
that such attorneys-in-fact and agents or any of them, or his or their 
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


Signatures                                          Title
                                             
/Edward C. Craig                      President, Chief Executive Officer
Edward C. Craig                                and Director
                                         (Principal Executive Officer)
                                           
/Thomas J. Martini                          Secretary and Treasurer
Thomas J. Martini                          (Principal Financial and
                                              Accounting Officer)

/David E. Downen                                       
David E. Downen                                     Director

/Steven F. Graver                                       
Steven F. Graver                                    Director

                  [signatures continued next page]

                               S-1                                 


/William P. Hall
William P. Hall                                     Director

/Myron C. Noble                                        
Myron C. Noble                                      Director

/David H. Padden                                        
David H. Padden                                     Director

/Jeffrey C. Rubenstein                                        
Jeffrey C. Rubenstein                               Director

                               S-2


                            LIST OF EXHIBITS

Exhibit
Number                          Exhibit Title

  4.1       Specimen Common Stock Certificate (incorporated by reference from
            Annual Report on Form 10-K for the fiscal year ended June 30, 1989).

  4.2       Miller Building Systems, Inc. 1997 Stock Option Plan (incorporated 
            by reference from Proxy Statement filed September 22, 1997 for the
            1997 Annual Meeting of Shareholders).

  5.1       Opinion of Much Shelist Freed Denenberg Ament Bell & Rubenstein,
            P.C. regarding legality.

 23.1       Consent of Coopers & Lybrand L.L.P.

 23.2       Consent of Much Shelist Freed Denenberg Ament & Rubenstein, P.C. 
            (included as part of Exhibit 5.1).

 24.1       Power of Attorney (included in page S-1 of the Registration
            Statement).


                                    E-1

            

                                                               Exhibit 5.1


                                           March 20, 1998

Miller Building Systems, Inc.
58120 County Road 3 South
Elkhart, Indiana  46517


     Re:   Miller Building Systems, Inc.
           1997 Stock Option Plan
           Form S-8 Registration Statement


Ladies and Gentlemen:

     We have acted as councel to Miller Building Systems, Inc., a Delaware 
corporation (the "Company"), and have reviewed the Company's Registration 
Statement on Form S-8 covering 500,000 shares of the Company's authorized but
unissued common stock.  $0.01 par value (the "Common Stock"), issuable pursuant
to stock options granted pursuant to the Company's 1997 Stock Option Plan 
(the "Plan").  It is our opinion that shares of Common Stock issuable under the
Plan, when issued upon exercise of and in accordance with the terms of stock
options outstanding or to be granted under the Plan, will be validly issued, 
fully paid and non-assessable.

     We hereby consent to the use of this opinion in the above referenced
Registration Statement.


                                     Respectfully submitted,

                                     /Much Shelist Freed Denenberg Ament Bell
                                     & Rubenstein, P.C.
                                     Much Shelist Freed Denenberg Ament Bell
                                     & Rubenstein, P.C.






                                                          Exhibit 23.1

                        CONSENT OF INDEPENDENT ACCOUNTANTS



We consent to the incorporation by reference in this registration statement of
Miller Building Systems, Inc. on Form S-8 of our report dated July 28, 1997, on
our audits of the consolidated financial statements and financial statement 
schedule of Miller Building Systems, Inc. and subsidiaries as of June 28, 1997
and June 29, 1996, and for the years ended June 28, 1997, June 29, 1996 and 
July 1, 1995 which report is included in Miller Building Systems, Inc. Annual
Report on Form 10-K for the year ended June 28, 1997.


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


South Bend, Indiana
March 20, 1998
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21463}]
{"company-data": {"conformed-name": "MILLER BUILDING SYSTEMS INC", "cik": "0000791905", "assigned-sic": "3448", "irs-number": "363228778", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48373", "film-number": "98570190"}, "business-address": {"street1": "58120 COUNTY RD 3 S", "street2": "P O BOX 1283", "city": "ELKHART", "state": "IN", "zip": "46517", "phone": "2192951214"}, "mail-address": {"street1": "58120 COUNTRY ROAD 3 SOUTH", "city": "ELKHART", "state": "IN", "zip": "46517"}, "former-company": {"former-conformed-name": "MODULAR TECHNOLOGY INC /DE/", "date-changed": "19881120"}}
As filed with the Securities and Exchange Commission on March 20, 1998 

                                              Registration No. 333-___________

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                             _______________
                                    
                                FORM S-8
                         REGISTRATION STATEMENT 
                                 UNDER 
                       THE SECURITIES ACT OF 1933
                             _______________
                                    
                     MILLER BUILDING SYSTEMS, INC. 
             (Name of Registrant as Specified in its Charter)
                                    
                                    
                                    
                                    
                                    
              Delaware                           36-3228778
   (State or Other Jurisdiction of          (I.R.S. Employer
   Incorporation or Organization)           Identification No.)
   
                                                              
   
                       58120 County Road 3 South
                         Elkhart, Indiana 46517
                             (219) 295-1214
   
               (Address of Principal Executive Offices)
   
                                
                    MILLER BUILDING SYSTEMS, INC. 
                        1997 STOCK OPTION PLAN 
                       (Full Title of the Plan)
   
                            Edward C. Craig
                 President and Chief Executive Officer
                     Miller Building Systems, Inc.
                       58120 County Road 3 South
                         Elkhart, Indiana 46517
                       Telephone:  (219) 295-1214
                          Fax:  (219) 295-2232
   
(Name, Address and Telephone Number, including area code, of Agent for Service)
   
                                
              Please address a copy of all communications to:
   
                                
                             Steven Schwartz
          Much Shelist Freed Denenberg Ament Bell & Rubenstein, P.C.
                     200 N. LaSalle Street, Suite 2100
                          Chicago, Illinois  60601
                         Telephone:  (312) 346-3100
                            Fax:  (312) 621-1750
                                 
                       CALCULATION OF REGISTRATION FEE
                            
Title of each class    Amount   Proposed Maximum  Proposed Maximum   Amount of
of Securities to be    to be     Offering Price  Aggregate Offering Registration
   Registered        Registered   Per Share (1)       Price (1)          Fee
                               
Common Stock
 ($0.01 par value)  500,000 shs      $9.9375         $4,968,750       $1,465.78

(1)  Estimated solely for the purpose of calculating the registration fee in
 accordance with Rule 457(h), based on the average of the high and low sale
 prices as reported by The Nasdaq National Market on February 20, 1998.  

                                  PART I 
          INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 and 2.  The information specified in Item 1 and Item 2 of Part I of Form
S-8 is omitted from this filing in accordance with Rule 428 under the Securities
Act of 1933, as amended, (the "Securities Act") and the introductory note to 
Part I of Form S-8.
                                    
                                PART II 
           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

     The following documents, heretofore filed by the Company with the 
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are hereby incorporated
by reference, except as superseded or modified herein:

          (a)  The Company's Annual Report on Form 10-K for the fiscal year 
     ended June  28, 1997 filed with the Commission on September 22, 1997.

          (b)  The Company's Quarterly Report on Form 10-Q for the quarterly 
     period ended September 27, 1997 filed with the Commission on
     November 12, 1997.
     
          (c)  The description of the common stock set forth in the Company's 
     Registration Statement on Form 8-A (File No. 0-14651) filed with the 
     Commission on May 21, 1986, including any amendment or report filed for the
     purpose of updating such description.

     All documents subsequently filed with the Commission 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 herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.  

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel
                                    
     Certain legal matters in connection with the validity of the shares of 
UniCommon Stock offered hereby will be passed upon for the Company by Much 
Shelist Freed Denenberg Ament Bell & Rubenstein, P.C., Chicago, Illinois, which
serves as the Company's general counsel.  Jeffrey C. Rubenstein, a principal 
of Much Shelist Freed Denenberg Ament Bell & Rubenstein, P.C. has served on 
the Board of Directors of the Company since April 1983 and, as of December 31, 
1997, is the beneficial holder of 32,166 shares of the Company's Common Stock.  

Item 6.  Indemnification of Directors and Officers

     The Company is a Delaware corporation.  Reference is made to Section 102(b)
(7) of the Delaware General Corporation Law (the "DGCL"), which enables a 
corporation in its original certificate of incorporation or an amendment thereto
to eliminate or limit the personal liability of a director for violations of the
director's fiduciary duty, except (i) for any breach of the director's duty of 
loyalty to the corporation or its stockholders, (ii) for acts or omissions not 
in good faith or which involve intentional misconduct or a knowing violation of 
law, (iii) pursuant to Section 174 of the DGCL (providing for liability of 
directors for unlawful payments of dividends or unlawful stock purchases or
redemptions) or (iv) for any transaction from which a director derived an 
improper personal benefit.

     Reference is also made to Section 145 of the DGCL, which provides that a
corporation may indemnify any person, including a director or officer, who was 
or is a party or who is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of such corporation),
by reason of the fact that such person is or was a director, officer, employee
or agent of such corporation, or is or was serving at the request of such 
corporation as a director, officer, employee or agent of another corporation, 
partnership, joint venture, trust or other enterprise.  The indemnity may 
include expenses (including attorneys' fees), judgments, fines and amounts paid 
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided such director, officer, employee or 
agent acted in good faith and in a manner he reasonably believed to be in, or 
not opposed to, the corporation's best interest and, for criminal proceedings, 
had no reasonable cause to believe that his conduct was unlawful.  A Delaware 
corporation may indemnify any officer or director in any action by or in the 
right of the corporation under the same conditions, except that no 
indemnification is permitted without judicial approval if the officer or 
director is adjudged to be liable to the corporation.  Where an officer or a 
present or former director is successful on the merits or otherwise in the 
defense of any action referred to above, the corporation must indemnify him 
against the expenses that such person actually and reasonably incurred.

     The Company's Certificate of Incorporation limits the personal liability of
directors to the fullest extent permitted by Delaware law. In addition, the 
Company's Certificate of Incorporation and By-laws provide that the Company 
shall, to the fullest extent permitted by Delaware law, indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative by reason of the fact that he or she is or was a director, 
officer, employee or agent of the Company or is or was serving at the request of
the Company as a director, officer, employee or agent of another corporation, 
partnership, joint venture, trust or other enterprise against any and all 
expenses, liabilities or other matters referred to or covered by Delaware law, 
which were reasonably incurred by such person.  This indemnification is in 
addition to any other rights of indemnification to which such persons may be 
entitled under the Company's Certificate of Incorporation, By-laws, any 
agreement or vote of shareholders or disinterested directors or otherwise.
 
     The Company's Certificate of Incorporation and By-laws also permit it to 
secure insurance on behalf of any director, officer, employee or other agent for
any liability arising out of his or her actions in such capacity, regardless of 
whether Delaware law, the Certificate of Incorporation or By-laws would permit 
indemnification.

     The description of Delaware law is not intended to be complete.  The 
description of the Company s Certificate of Incorporation and its By-laws is not
intended to be complete and is respectively qualified in its entirety by such 
Certificate and By-laws.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

     The Exhibits filed herewith pursuant to this Item 8 are listed in the 
     Exhibit Index at page E-1.

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;
          
               (ii)  To reflect in the prospectus any facts or events arising 
          after the effective date of the registration statement (or in 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 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 percent change in the maximum aggregate offering price set forth
          in the "Calculation of Registration Fee" table in the effective 
          registration statement;
          
               (iii)  To include any material information with respect to the 
          plan of distribution not previously disclosed in the registration 
          statement or any material change to such information in the 
          registration statement; 
          
          Provided, however, that the undertakings set forth in 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 periodic reports filed by registrant pursuant to Section 13 of Section 
     15(d) of the Exchange Act of 1934 that are incorporated by reference in 
     this 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 the purpose 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.

     (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 Securities and Exchange 
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.

                                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 Elkhart, Indiana, on March 20, 1998.

                                    MILLER BUILDING SYSTEMS, INC.
     
                                    By:   /Edward C. Craig
                                          Edward C. Craig
                                              President
                                                 and
                                       Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons in the following
capacities on March 19, 1998.
 
     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Edward C. Craig and Thomas J. Martini, 
and each of them, his attorney-in-fact, each with the power of substitution, for
him and in his 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 sign any registration statement for the same offering covered
by this registration statement that is to be effective upon filing pursuant to 
Rule 462(b) promulgated under the Securities Act of 1933, and all post-effective
amendments thereto, and to file the same, with all exhibits thereto and all 
documents in connection therewith, with the Securities and Exchange Commission, 
granting unto said attorneys-in-fact and agents, and each of them, full power 
and authority to do and perform each and every act and thing requisite and 
necessary to be done in and about the premises, as fully to all intents and 
purposes as he might or could do in person, hereby ratifying and confirming all 
that such attorneys-in-fact and agents or any of them, or his or their 
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signatures                                          Title
                                             
/Edward C. Craig                      President, Chief Executive Officer
Edward C. Craig                                and Director
                                         (Principal Executive Officer)
                                           
/Thomas J. Martini                          Secretary and Treasurer
Thomas J. Martini                          (Principal Financial and
                                              Accounting Officer)

/David E. Downen                                       
David E. Downen                                     Director

/Steven F. Graver                                       
Steven F. Graver                                    Director

                  [signatures continued next page]

                               S-1                                 

/William P. Hall
William P. Hall                                     Director

/Myron C. Noble                                        
Myron C. Noble                                      Director

/David H. Padden                                        
David H. Padden                                     Director

/Jeffrey C. Rubenstein                                        
Jeffrey C. Rubenstein                               Director

                               S-2

                            LIST OF EXHIBITS

Exhibit
Number                          Exhibit Title

  4.1       Specimen Common Stock Certificate (incorporated by reference from
            Annual Report on Form 10-K for the fiscal year ended June 30, 1989).

  4.2       Miller Building Systems, Inc. 1997 Stock Option Plan (incorporated 
            by reference from Proxy Statement filed September 22, 1997 for the
            1997 Annual Meeting of Shareholders).

  5.1       Opinion of Much Shelist Freed Denenberg Ament Bell & Rubenstein,
            P.C. regarding legality.

 23.1       Consent of Coopers & Lybrand L.L.P.

 23.2       Consent of Much Shelist Freed Denenberg Ament & Rubenstein, P.C. 
            (included as part of Exhibit 5.1).

 24.1       Power of Attorney (included in page S-1 of the Registration
            Statement).

                                    E-1

            

                                                               Exhibit 5.1

                                           March 20, 1998

Miller Building Systems, Inc.
58120 County Road 3 South
Elkhart, Indiana  46517

     Re:   Miller Building Systems, Inc.
           1997 Stock Option Plan
           Form S-8 Registration Statement

Ladies and Gentlemen:

     We have acted as councel to Miller Building Systems, Inc., a Delaware 
corporation (the "Company"), and have reviewed the Company's Registration 
Statement on Form S-8 covering 500,000 shares of the Company's authorized but
unissued common stock.  $0.01 par value (the "Common Stock"), issuable pursuant
to stock options granted pursuant to the Company's 1997 Stock Option Plan 
(the "Plan").  It is our opinion that shares of Common Stock issuable under the
Plan, when issued upon exercise of and in accordance with the terms of stock
options outstanding or to be granted under the Plan, will be validly issued, 
fully paid and non-assessable.

     We hereby consent to the use of this opinion in the above referenced
Registration Statement.

                                     Respectfully submitted,

                                     /Much Shelist Freed Denenberg Ament Bell
                                     & Rubenstein, P.C.
                                     Much Shelist Freed Denenberg Ament Bell
                                     & Rubenstein, P.C.

                                                          Exhibit 23.1

                        CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this registration statement of
Miller Building Systems, Inc. on Form S-8 of our report dated July 28, 1997, on
our audits of the consolidated financial statements and financial statement 
schedule of Miller Building Systems, Inc. and subsidiaries as of June 28, 1997
and June 29, 1996, and for the years ended June 28, 1997, June 29, 1996 and 
July 1, 1995 which report is included in Miller Building Systems, Inc. Annual
Report on Form 10-K for the year ended June 28, 1997.

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

South Bend, Indiana
March 20, 1998