As filed with the Securities and Exchange Commission
                            on May 12, 1997

                                          Registration No.             
======================================================================

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                              ___________

                               Form S-8
                        Registration Statement

                                 Under
                      The Securities Act of 1933


                        Excel Industries, Inc.
        (Exact name of Registrant as specified in its charter)



                   Indiana                          35-1551685
    (State of Incorporation)             (IRS Employer Identification No.)



             1120 N. Main Street                       46514
              Elkhart, Indiana
  (Address of Principal Executive Offices)          (Zip Code)



                        Excel Industries, Inc.
                     1997 Long-Term Incentive Plan
                       (Full title of the plan)


                      James O. Futterknecht, Jr.
           Chairman of the Board and Chief Executive Officer
                        Excel Industries, Inc.
                          1120 N. Main Street
                      Elkhart, Indiana 46515-3118
                (Name and address of agent for service)


                            (219) 264-2131
     (Telephone number, including area code, of agent for service)

                              Copies to:

                        Philip L. McCool, Esq.
                         Sommer & Barnard, PC
                          4000 Bank One Tower
                         Indianapolis, Indiana
                                 46204
                            (317) 630-4000

                         ____________________


                      CALCULATION OF REGISTRATION FEE

       Title of                        Proposed        Proposed       
      each class         Amount        maximum         maximum    Amount of
     of securities        to be      offering price  aggregate  registration
   to be registered     registered   per share (1)    offering       fee
  ------------------   -----------  --------------   -----------------------
Common Shares,
No par value ......      500,000         $17.19       $8,593,750  $2,604.16

(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) under the Securities Act of 1933 on the basis of
     the average of the high and low prices of the Common Shares reported on
     the New York Stock Exchange on May 9, 1997.

============================================================================

                             Part II    
        Information Required in the Registration Statement

Item 3.   Incorporation of Documents by Reference.

     The documents listed below, and all documents filed by
registrant pursuant to Sections 13(a), 13(c) 14 and 15(d) of the
Securities Exchange Act of 1934 subsequent to the filing of this
Registration Statement and 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, are
deemed to be incorporated by reference in this registration
statement and to be part hereof from the date of filing of this
Registration Statement:

     (a)  The Registrant's Annual Report on Form 10-K for the year
          ended December 28, 1996, filed with the Commission on
          March 25, 1997; and

     (b)  The Registrant's Registration Statement on Form 8-A
          Registration No. 1-8486 filed with the Commission on
          January 9, 1996, and Amendment No.1 on Form 8-A filed
          January 22, 1996.
     
Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interest of Named Experts and Counsel.

     The validity of the issuance of the Common Shares registered
hereby will be passed upon for the Registrant by Sommer &
Barnard, PC, Indianapolis, Indiana, counsel for the Registrant. 
James K. Sommer, a director of the Registrant is a member of Sommer
& Barnard.  Mr. Sommer owns 4,501 Common Shares of the Registrant.
Mr. Sommer also holds options to acquire 3,000 Common Shares of the
Registrant.

Item 6.   Indemnification of Directors and Officers.

     Chapter 37 of the Indiana Business Corporation law, as amended
(the "Act") grants to each Indiana corporation broad powers to
indemnify directors, officers, employees or agents against expenses
incurred in certain proceedings if the conduct in question was
found to be in good faith and was reasonably believed to be in the
corporation's best interest.  This statute provides, however, that
this indemnification should not be deemed exclusive of any other
indemnification rights provided by the articles of incorporation,
by-laws, resolution or other authorization adopted by a majority
vote of the voting shares then issued and outstanding.  Section
7.02 of the Code of By-Laws of the Registrant reads as follows:

     Clause 7.021. Definitions.  Terms defined in Chapter 37 of the
Indiana Business Corporation Law (Ind. Code Section 23-1-37, et seq.)
which are used in this Article 7 shall have the same definitions
for purposes of this Article 7 as they have in such chapter of the
Indiana Business Corporation Law.

     Clause 7.022. Indemnification of Directors and Officers.  The
Corporation shall indemnify any individual who is or was a director
or officer of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, partner or trustee of
another foreign or domestic corporation, partnership, joint
venture, trust employee benefit plan or other enterprise whether or
not for profit, against liability and expenses, including attorneys
fees, incurred by him in any action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, and whether
formal or informal, in which he is made or threatened to be made a
party by reason of being or having been in any such capacity, or
arising out of his status as such, except (i) in the case of any
action, suit, or proceeding terminated by judgment, order, or
conviction, in relation to matters as to which he is adjudged to
have breached or failed to perform the duties of his office and the
breach or failure to perform constituted willful misconduct or
recklessness; and (ii) in any other  situation, in relation to
matters as to which it is found by a majority of a committee
composed of all directors not involved in the matter in controversy
(whether or not a quorum) that the person breached or failed to
perform the duties of his office and the breach or failure to
perform constituted willful misconduct or recklessness.  The
Corporation may pay for or reimburse reasonable expenses incurred
by a director or officer in defending any action, suit, or
proceeding in advance of the final disposition thereof upon receipt
of (i) a written affirmation of the director's or officer's good
faith belief that such director or officer has met the standard
conduct prescribed by Indiana law; and (ii) an undertaking of the
director or officer to repay the amount paid by the Corporation if
it is ultimately determined that the director or officer is not
entitled to indemnification by the Corporation.

     Clause 7.023. Other Employees or Agents of the Corporation. 
The Corporation may, in the discretion of the Board of Directors,
fully or partially provide the same rights of indemnification and
reimbursement as hereinabove provided for directors and officers of
the Corporation to other individuals who are or were employees or
agents of another foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise
whether or not for profit.

     Clause 7.024. Non-exclusive Provision. The indemnification
authorized under Section 7.02 above is in addition to all rights to
indemnification granted by Chapter 37 of the Indiana Business
Corporation Law (Ind. Code Section 23-1-37, et. seq.) and in no way
limits the indemnification provisions of such Chapter. 

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

          Exhibit
          Number              Description
          -------             -----------

            4            Excel Industries, Inc. 1997 Long-Term
                         Incentive Plan

            5            Opinion re: Legality Opinion re: Legality
                         (Since the shares are not original
                         issuance securities, no Opinion re:
                         Legality is required)

           23            Consent of Independent Accountants

           24            Power of Attorney (Included at page II-4)

Item 9.   Undertakings.

     The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales
     are being made, a post-effective amendment to this
     registration statement:

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

               (ii) To reflect in the prospectus any facts or
          events arising after the effective date of the
          registration statement (or the most recent post-effective
          amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the
          information set forth in the registration statement;

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

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

          (2)  That, for the purpose of determining any liability
     under the Securities Act of 1933, each such post-effective
     amendment shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering
     of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

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

          (4)  If the registrant is a foreign private issuer, to
     file a post-effective amendment to the registration statement
     to include any financial statements required by Section 210.3-19 of
     this chapter at the start of any delayed offering or
     throughout a continuous offering.  Financial statements and
     information otherwise required by Section 10(a)(3) of the Act
     need not be furnished, provided that the registrant includes
     in the prospectus, by means of a post-effective amendment,
     financial statements required pursuant to this paragraph
     (a)(4) and other information necessary to ensure that all
     other information in the prospectus is at least as current as
     the date of those financial statements.

          (5)  For the purposes of determining any liability under
     the Securities Act of 1933, each filing of the registrant's
     annual report pursuant to Section 13(a) or Section 15(d) of
     the Securities Exchange Act of 1934 (and, where applicable,
     each filing of an employee benefit plan pursuant to section
     15(d) of the Securities Exchange Act of 1934) that is
     incorporated by reference in the registration statement shall
     be deemed to be a new registration statement relating to the
     securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona
     fide offering thereof.

          (6)  Insofar as indemnification for liabilities arising
     under the Securities Act of 1933 may be permitted to
     directors, officers, and controlling persons of the Company
     pursuant to the foregoing provisions described in Item 15, or
     otherwise, the Company 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 Company of expenses incurred or paid by a
     director, officer or controlling person of the Company in the
     successful defense of any action, suit or proceeding) is
     asserted by such director, officer or  controlling person in
     connection with the securities being registered, the Company
     will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such
     indemnification by it is against public policy as expressed in
     the Act and will be governed by the final adjudication of such
     issue.


                                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 requirement 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 Elkhart, State of Indiana, on the 
30th day of April, 1997.

                              Excel Industries, Inc.

                              By: /s/ James O. Futterknecht, Jr.
                                   ---------------------------------   
                                   James O. Futterknecht, Jr.
                                 Chief Executive Officer and
                                 Chairman of the Board

                             POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James O. Futterknecht, Jr. and Joseph A.
Robinson, and each of them, his true and lawful attorney-in-fact and agent
with full power of substitution for him in his name, place and stead, in any
and all capacities to sign any and all amendments (including pre-effective
and 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, grants unto said
attorneys-in-fact and agents 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 as to all intents and purposes as he might or could do in
person, and hereby ratifies and confirms all that said attorneys-in-fact and
agents or their or his substitute or substitutes lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

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


/s/ James O. Futterknecht, Jr.  Chief Executive Officer,            4/30/97
-----------------------------   Chief Operating Officer
James O. Futterknecht, Jr.      Chairman of the Board
                                Principal Executive Officer


/s/ Joseph A. Robinson          Senior Vice-President,              4/30/97
------------------------------  Secretary, Chief Financial
Joseph A. Robinson              and Director
                                Principal Financial Officer and
                                Principal Accounting Officer


/s/ James O. Futterknecht, Jr.  Director                            4/30/97
------------------------------
James O. Futterknecht, Jr.


/s/ John G. Keane               Director                            4/30/97
------------------------------
John G. Keane


/s/ James K. Sommer             Director                            4/30/97
------------------------------
James K. Sommer


/s/ Ralph R. Whitney, Jr.       Director                            4/30/97
------------------------------
Ralph R. Whitney, Jr.


------------------------------  Director
Richard A. Place



                          INDEX TO EXHIBITS FILED
                       TO REGISTRATION STATEMENT ON
                    FORM S-8 OF EXCEL INDUSTRIES, INC.

                                                                  Sequentially
      Exhibit                                                      Numbered
        No.                     Description                          Page
      -------                   --------------                    -----------
         4   Excel Industries, Inc. 1997 Long-Term Incentive
             Plan

         5   Opinion re: Legality (Since the shares are not
             original issuance securities, no Opinion re:
             Legality is required)

       23    Consent of Independent Accountants

       24    Power of Attorney (Included at page II-4)



                                 Exhibit 4
           Excel Industries, Inc. 1997 Long-Term Incentive Plan





                           EXCEL INDUSTRIES, INC.
                       1997 LONG-TERM INCENTIVE PLAN


                                 ARTICLE I
                                     
                            GENERAL PROVISIONS
1.1  PURPOSE

     The purpose of this Excel Industries, Inc. 1997 Long-Term Incentive Plan
("Plan") is to provide an additional incentive compensation opportunity for
certain key employees of Excel Industries, Inc. ("Excel") and its
subsidiaries  (jointly referred to as the  "Company").  This compensation
opportunity is designed to (i) ensure that the Company has a competitive
compensation package to assist in the retention and recruitment of highly
competent executives, (ii) recognize, motivate, and reward key employees for
the development and execution of strategies and policies that result in
long-term return to shareholders of the Company, and (iii) provide executives
with an ownership interest in the Company and identification with the
interests of shareholders.

1.2  ADMINISTRATION OF THE PLAN

     (a)  Committee.  The Compensation Committee appointed by the Board of
Directors of Excel ("Committee") will administer the Plan.  The Board may
delegate responsibility for administration of the Plan to different
Committees, subject to such limitations as it deems appropriate.  Members of
the Committee will serve for such term as the Board of Directors may
determine, and may be removed by the Board at any time.  If no Committee is
appointed by the Board, the Board will administer the Plan.  "Committee" will
refer to the entity administering the Plan, whether it is the Board, a
committee, or various committee.

     (b)  Authority.  The Committee has full discretionary authority to
administer the Plan within the scope of its delegated responsibilities,
including authority to interpret and construe any relevant provision of the
Plan, to adopt rules and regulations that it deems necessary, to determine
each year which of those employees recommended for an Award in accordance
with the Plan will be granted Performance Share Awards (defined in Article
II), to determine the number of shares subject to such Awards, and to
determine the terms of each grant made under the Plan (which terms need not
be identical).  Decisions of the Committee made within the discretion
delegated to it by the Board are final and binding on all persons.

     (c)  Internal Revenue Code Section 162(m).  The composition of the
Committee responsible for establishing, administering, and certifying
performance goals for Awards granted under the Plan will comply with
Internal Revenue Code ("IRC") Section 162(m) and the regulations promulgated
thereunder.

1.3  STOCK SUBJECT TO THE PLAN

     (a)  Common Stock.  Shares of Excel Common Stock ("Common Stock")
available for issuance under the Plan will be drawn from the Excel authorized
but unissued shares of Common Stock or from reacquired shares of Common
Stock, including shares repurchased on the open market.  The number of shares
of Common Stock that may be issued under the Plan will not exceed  500,000,
subject to adjustment in accordance with the terms of the Plan.  

     (b)  Adjustment.  If any change is made to the Common Stock issuable
under the Plan by reason of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without receipt of
consideration, then appropriate adjustments will be made to (i) the maximum
number and/or class of shares issuable under the Plan, and (ii) the number
and/or class of shares and price per share in effect under each outstanding
Performance Share Award under the Plan.  The purpose of these adjustments is
to preclude the enlargement or dilution of rights and benefits under the
options.

1.4  EFFECTIVE DATE AND TERM

     The Plan is effective January 2, 1997, subject to approval by the
Company's shareholders.  The Committee may grant Awards under the Plan at any
time after the Effective Date of the Plan and before the Plan is terminated
by the Board.

                                ARTICLE II

                         PERFORMANCE SHARE AWARDS

2.1  TERMS AND CONDITIONS OF PERFORMANCE SHARE AWARDS

     (a)  Performance Periods.  For purposes of determining Performance Award
Share opportunities under the Plan, the Company's performance will be
measured over a three consecutive fiscal year period ("Performance Period"). 
A new Performance Period will begin, and a new grant of Performance Share
Awards will be made, annually on the first day of the Company's fiscal year.
     
     (b)  Performance Share Awards.  A Performance Share Award consists of
the right, subject to such terms, conditions and restrictions set forth in
the Award Agreement, to receive a share of Common Stock (together with cash
dividend equivalents if so determined by the Committee) as the Committee
determines ("Performance Share Award" or "Award").  A participant will be
eligible to receive a specific number of shares of Common Stock ("Performance
Shares") based on the attainment of preestablished target, minimum and
maximum performance levels measured over a Performance Period (the
"Performance Measures"). Performance Share Award opportunities will be
established at the beginning of each Performance Period for all participants
in the Plan.  

     (c)  Selection.  Before each Performance Period, or as soon thereafter
as practicable, employees of the Company will be recommended for
participation in the Plan by the Chief Executive officer of the Company (the
"CEO") and approved by the Committee.  Participants will be selected from
among those employees who are in a position to make significant contributions
to the growth and long-term success of the Company, including senior officers
and strategic business unit heads of the Company.  The Committee will notify
each Plan participant of his or her Plan participation, the Performance Share
Award, and such additional provisions as the Committee deems necessary, at
the beginning of each Performance Period, or as soon thereafter as
practicable, by a written Award Agreement.  The Committee alone will
determine any Performance Share Award to be made to the CEO.

     (d)  Performance Measures.  Within the first 90 days of the beginning of
the  Performance Period (or, if shorter, within 25% of the period of service
left in the Performance Period in the case of new hires or promotions), the
CEO will recommend and the Committee will review and approve the Company
Performance Measures that must be met to achieve the target, minimum and
maximum Performance Share payouts.  Initially, the Performance Measures will
be based on the Company's percentile rank in three-year compound total
shareholder return ("SR") relative to a specified set of peer group companies
in the U.S. automotive supply industry determined by the Committee.  SR is
defined as the annual rate of return represented by the combination of stock
price appreciation and dividend payments, with dividends assumed to be
reinvested quarterly.  

     The Committee will have the discretion to base Performance Share Awards
on other measures including, but not limited to, the achievement of a
specified closing or average closing price of Common Stock, or an absolute or
percentage increase in the closing or average closing price of Common Stock. 
The Committee may adjust the Performance Measures during a Performance Period
to reflect significant, unanticipated changes which have a material impact on
the operations of the Company.

     The Committee must approve the final payout of Performance Shares, and
it has the discretion to reduce or cancel any payout. 

     (e)  Payment of Performance Share Awards.  No participant will be paid
any portion of his or her Performance Share Award before the end of the
applicable Performance Period.  No participant will be vested in any portion
of his or her Performance Share Award.  Except as provided in Section 3.2,
only eligible participants actively employed by the Company on the date
Performance Share Awards are paid, and whose overall performance meets
expectations, may receive a payout under a Performance Share Award.

     (f)  Withholding.  The Committee may require, or permit an Award holder
to elect, that a portion of the total Fair Market Value (as defined in
Section 3.1) of the Performance Shares be paid in the form of cash in lieu of
the issuance of Common Stock and that such cash payment be applied to the
satisfaction of the federal, state and local income and employment tax
withholding obligations that arise at the time the Performance Shares become
free of all restrictions under the Plan.


     (g)  Shareholder Rights.  A Performance Share Award holder will be
eligible to receive any dividend payments made on Performance Shares that
have been earned, but not yet paid, and may vote any such shares. 

     (h)  Transferability.  Performance Shares Awards will not be assignable
or transferable by the holder otherwise than by will or by the laws of
descent and distribution following the Award holder's death.

2.2  CORPORATE TRANSACTIONS

     (a)  Termination.  In the event of the disposition of all or
substantially all of the assets or outstanding capital stock of the Company
by means of a sale, merger, reorganization, or liquidation, each Award under
this Plan will terminate unless assumed or replaced with a comparable
instrument pursuant to a written agreement by the successor corporation or a
parent or subsidiary thereof.

     (b)  Corporate Structure.  The grant of Performance Share Awards under
this Plan will in no way affect the right of the issuer of Common Stock to
adjust, reclassify, reorganize, or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate, sell or transfer all
or any part of its business or assets.

                                ARTICLE III

                               MISCELLANEOUS

3.1  FAIR MARKET VALUE

     Fair Market Value of a share of Common Stock on any relevant date will
be determined in accordance with the following provision:

     (a)  NASDAQ.  If the Common Stock is not at the time listed or admitted
to trading on any stock exchange, but is traded in the over-the-counter
market, the Fair Market Value will be the average between the reported high
price and the reported low price of one share of Common Stock on the date in
question in the over-the-counter market, as such prices are reported by the
national Association of Securities Dealers through its NASDAQ system or any
successor system.

     (b)  Stock Exchange.  If the Common Stock is at the time listed or
admitted to trading on any stock exchange, then the Fair Market Value will be
the average between the reported high price and the reported low price of one
share of Common Stock on the date in question on the stock exchange that is
the primary market for the stock, as such prices are officially quoted on
such exchange.

     (c)  No Listing; No Stock Exchange.  If the Common stock is at the time
neither listed nor admitted to trading on any stock exchange nor traded in
the over-the-counter market, or if the Committee determines that neither
subparagraph (a) nor (b) above reflects Fair Market Value of the stock, then
the Fair Market Value will be determined by the Committee after taking into
account such factors as the Committee deems appropriate.

3.2  CHANGES OF EMPLOYMENT STATUS

     (a)  New Hire, Transfer within the Company, Promotion.  A newly hired
employee or an employee transferred within the Company or promoted to senior
officer status with the Company during the Performance Period may be granted 
a Performance Share Award or a pro rata portion of a Performance Share Award,
in the sole discretion of the Committee.

     (b)  Demotion.  No payment under a Performance Share Award will be made
to an employee who has been demoted during the Performance Period because of
performance.  If the demotion is due to an organization change, a full or a
pro rata payment may be made, provided the employee otherwise qualifies for
such a payment.  The decision to make such a payment will be made in the sole
discretion of the Committee, and payment, if any, will be made at the end of
the relevant Performance Period.

     (c)  Separation from Service.  If a holder of a Performance Share
terminates employment with the Company for any reason other than death,
permanent and total disability or retirement, he or she will not be eligible
to receive any payment under such Performance Share Award.  In the event of
death, permanent and total disability or retirement, the Performance Share
Award holder may be considered for a payout under such Award.  The decision
to make a full payment, a pro rata payment, or no payment under such an award
will be made in the sole discretion of the Committee, and payment, if any,
will be made at the end of the relevant Performance Period based on the full
months of employment completed by the holder before such termination.  The
date of termination of employment will be determined by the Committee, which
determination will be final.

3.3  IMPACT ON BENEFIT PLANS

     Except as otherwise required by law, payments pursuant to Performance
Share Awards will not be treated as compensation for purposes of any
qualified benefit Plan maintained by the Company. Payments pursuant to
Performance Share Awards will not affect the definition of a participant's
compensation under any group insurance plan.  If a participant has entered
into an Executive Separation Agreement with the Company, a Performance Share
Award payout will be included in the calculation of the Executive's average
annual compensation as provided in the Executive Separation Agreement to the
extent the Performance Share Award payout is included in the gross income of
the participant.

3.4  INDEMNIFICATION

     The members of the Committee  will not be personally liable for any
action, omission, decision or determination made with respect to the Plan. 
The Company will indemnify and hold harmless each member of the Committee for
and against any losses, judgments, expenses including without limitation,
attorney or other professional fees or costs of any nature arising as a
result of having served as a member of the Committee.

3.5  NO OBLIGATION

     Nothing in this Plan will be construed as a guarantee of a Performance
Share Award or as an accrued right to receive a Performance Share Award or
any portion of such an Award or any payment under such an Award.  Nothing in
this Plan will be construed as creating a contract or right of employment. 

                                ARTICLE IV

                         TERMINATION OR AMENDMENT

     (a)  Board.  The Board may amend, suspend or discontinue the Plan in
whole or in part at any time; provided, however, that (i) such action may
not, without the consent of the holder of a Performance Share Award,
adversely affect the holder's rights and obligations with respect to an Award
outstanding under the Plan; (ii)  the Board may not, without the approval of
the Company's shareholders (A) materially increase the number of shares of
Common Stock subject to Awards under the Plan (other than adjustments
required under Section 1.3(b)), (B) materially modify the eligibility
requirements for Awards under the Plan, or (C) make any other change as to
which shareholder approval is required by applicable law or regulatory
standards.

     (b)  Committee.  The Committee will have full power and authority to
modify or waive any or all of the terms, conditions or restrictions
applicable to any outstanding Performance Share Award to the extent not
inconsistent with the Plan.

     (c)  Extraordinary Transactions.  Without the consent of any
participant, the CEO may, with the agreement of the Committee, modify the
Plan and any Awards outstanding under the Plan to reflect extraordinary
transactions or occurrences relating to the Company or any affiliate of the
Company and affecting the potential for achieving existing Performance
Measures (e.g. changes to the capital structure or other significant
reorganization of the Company, divestiture of a subsidiary, acquisition or
discontinuance of a material business or product line, or changes in
accounting procedures/policies).  Any such modification will be designed to
prevent the dilution or enlargement of benefits under any such outstanding
Awards. 


                                 ARTICLE V

                                COMPLIANCE

5.1  FEDERAL AND STATE LAWS

     The Company will not be obligated to make any payout of shares of Common
Stock  under any Award unless, in the opinion of counsel for the Company, the
issuance of such shares is in compliance with all applicable federal and
state securities laws.  As a condition to the grant of any Award, or to the
issuance of any shares of Common Stock under any Award, the Committee may
require that the Award holder agree to comply with such provisions of federal
and state securities laws as may be applicable to such grant, or to the
payment and receipt of shares of Common Stock pursuant to the Plan, and that
the Award holder deliver to the Company a written agreement, in form and
substance satisfactory to the Company and its counsel, evidencing such
agreement.

5.2  INFORMATION

     The Company will furnish to each Award holder participating in the Plan
a copy of the Company's Annual Report to Shareholders for the most recent
fiscal year, and additional copies will be furnished, without charge, to such
Award holders upon request to the Secretary of the Company.


-----------------------------------     ------------------
                                        DATE



                                 Exhibit 5
     Opinion re: Legality (Since the shares are not original issuance 
             securities, no Opinion re: Legality is required)





                                Exhibit 23
                    Consent of Independent Accountants

                    CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 20, 1997 appearing on page
14 of Excel Industries, Inc.'s Annual Report on Form 10-K for the year ended
December 28, 1996.  We also consent to the incorporation by reference of our
report on the Financial Statements Schedule, which appears on page 24 of such
Annual Report on Form 10-K.

/s/ Price Waterhouse LLP
Price Waterhouse LLP
South Bend, Indiana
May 9, 1997



                                Exhibit 24
                 Power of Attorney (Included at page II-4)
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As filed with the Securities and Exchange Commission
                            on May 12, 1997

                                          Registration No.             
======================================================================

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                              ___________

                               Form S-8
                        Registration Statement

                                 Under
                      The Securities Act of 1933

                        Excel Industries, Inc.
        (Exact name of Registrant as specified in its charter)

                   Indiana                          35-1551685
    (State of Incorporation)             (IRS Employer Identification No.)

             1120 N. Main Street                       46514
              Elkhart, Indiana
  (Address of Principal Executive Offices)          (Zip Code)

                        Excel Industries, Inc.
                     1997 Long-Term Incentive Plan
                       (Full title of the plan)

                      James O. Futterknecht, Jr.
           Chairman of the Board and Chief Executive Officer
                        Excel Industries, Inc.
                          1120 N. Main Street
                      Elkhart, Indiana 46515-3118
                (Name and address of agent for service)

                            (219) 264-2131
     (Telephone number, including area code, of agent for service)

                              Copies to:

                        Philip L. McCool, Esq.
                         Sommer & Barnard, PC
                          4000 Bank One Tower
                         Indianapolis, Indiana
                                 46204
                            (317) 630-4000

                         ____________________

                      CALCULATION OF REGISTRATION FEE

       Title of                        Proposed        Proposed       
      each class         Amount        maximum         maximum    Amount of
     of securities        to be      offering price  aggregate  registration
   to be registered     registered   per share (1)    offering       fee
  ------------------   -----------  --------------   -----------------------
Common Shares,
No par value ......      500,000         $17.19       $8,593,750  $2,604.16

(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) under the Securities Act of 1933 on the basis of
     the average of the high and low prices of the Common Shares reported on
     the New York Stock Exchange on May 9, 1997.

============================================================================

                             Part II    
        Information Required in the Registration Statement

Item 3.   Incorporation of Documents by Reference.

     The documents listed below, and all documents filed by
registrant pursuant to Sections 13(a), 13(c) 14 and 15(d) of the
Securities Exchange Act of 1934 subsequent to the filing of this
Registration Statement and 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, are
deemed to be incorporated by reference in this registration
statement and to be part hereof from the date of filing of this
Registration Statement:

     (a)  The Registrant's Annual Report on Form 10-K for the year
          ended December 28, 1996, filed with the Commission on
          March 25, 1997; and

     (b)  The Registrant's Registration Statement on Form 8-A
          Registration No. 1-8486 filed with the Commission on
          January 9, 1996, and Amendment No.1 on Form 8-A filed
          January 22, 1996.
     
Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interest of Named Experts and Counsel.

     The validity of the issuance of the Common Shares registered
hereby will be passed upon for the Registrant by Sommer &
Barnard, PC, Indianapolis, Indiana, counsel for the Registrant. 
James K. Sommer, a director of the Registrant is a member of Sommer
& Barnard.  Mr. Sommer owns 4,501 Common Shares of the Registrant.
Mr. Sommer also holds options to acquire 3,000 Common Shares of the
Registrant.

Item 6.   Indemnification of Directors and Officers.

     Chapter 37 of the Indiana Business Corporation law, as amended
(the "Act") grants to each Indiana corporation broad powers to
indemnify directors, officers, employees or agents against expenses
incurred in certain proceedings if the conduct in question was
found to be in good faith and was reasonably believed to be in the
corporation's best interest.  This statute provides, however, that
this indemnification should not be deemed exclusive of any other
indemnification rights provided by the articles of incorporation,
by-laws, resolution or other authorization adopted by a majority
vote of the voting shares then issued and outstanding.  Section
7.02 of the Code of By-Laws of the Registrant reads as follows:

     Clause 7.021. Definitions.  Terms defined in Chapter 37 of the
Indiana Business Corporation Law (Ind. Code Section 23-1-37, et seq.)
which are used in this Article 7 shall have the same definitions
for purposes of this Article 7 as they have in such chapter of the
Indiana Business Corporation Law.

     Clause 7.022. Indemnification of Directors and Officers.  The
Corporation shall indemnify any individual who is or was a director
or officer of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, partner or trustee of
another foreign or domestic corporation, partnership, joint
venture, trust employee benefit plan or other enterprise whether or
not for profit, against liability and expenses, including attorneys
fees, incurred by him in any action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, and whether
formal or informal, in which he is made or threatened to be made a
party by reason of being or having been in any such capacity, or
arising out of his status as such, except (i) in the case of any
action, suit, or proceeding terminated by judgment, order, or
conviction, in relation to matters as to which he is adjudged to
have breached or failed to perform the duties of his office and the
breach or failure to perform constituted willful misconduct or
recklessness; and (ii) in any other  situation, in relation to
matters as to which it is found by a majority of a committee
composed of all directors not involved in the matter in controversy
(whether or not a quorum) that the person breached or failed to
perform the duties of his office and the breach or failure to
perform constituted willful misconduct or recklessness.  The
Corporation may pay for or reimburse reasonable expenses incurred
by a director or officer in defending any action, suit, or
proceeding in advance of the final disposition thereof upon receipt
of (i) a written affirmation of the director's or officer's good
faith belief that such director or officer has met the standard
conduct prescribed by Indiana law; and (ii) an undertaking of the
director or officer to repay the amount paid by the Corporation if
it is ultimately determined that the director or officer is not
entitled to indemnification by the Corporation.

     Clause 7.023. Other Employees or Agents of the Corporation. 
The Corporation may, in the discretion of the Board of Directors,
fully or partially provide the same rights of indemnification and
reimbursement as hereinabove provided for directors and officers of
the Corporation to other individuals who are or were employees or
agents of another foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise
whether or not for profit.

     Clause 7.024. Non-exclusive Provision. The indemnification
authorized under Section 7.02 above is in addition to all rights to
indemnification granted by Chapter 37 of the Indiana Business
Corporation Law (Ind. Code Section 23-1-37, et. seq.) and in no way
limits the indemnification provisions of such Chapter. 

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

          Exhibit
          Number              Description
          -------             -----------

            4            Excel Industries, Inc. 1997 Long-Term
                         Incentive Plan

            5            Opinion re: Legality Opinion re: Legality
                         (Since the shares are not original
                         issuance securities, no Opinion re:
                         Legality is required)

           23            Consent of Independent Accountants

           24            Power of Attorney (Included at page II-4)

Item 9.   Undertakings.

     The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales
     are being made, a post-effective amendment to this
     registration statement:

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

               (ii) To reflect in the prospectus any facts or
          events arising after the effective date of the
          registration statement (or the most recent post-effective
          amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the
          information set forth in the registration statement;

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

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

          (2)  That, for the purpose of determining any liability
     under the Securities Act of 1933, each such post-effective
     amendment shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering
     of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

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

          (4)  If the registrant is a foreign private issuer, to
     file a post-effective amendment to the registration statement
     to include any financial statements required by Section 210.3-19 of
     this chapter at the start of any delayed offering or
     throughout a continuous offering.  Financial statements and
     information otherwise required by Section 10(a)(3) of the Act
     need not be furnished, provided that the registrant includes
     in the prospectus, by means of a post-effective amendment,
     financial statements required pursuant to this paragraph
     (a)(4) and other information necessary to ensure that all
     other information in the prospectus is at least as current as
     the date of those financial statements.

          (5)  For the purposes of determining any liability under
     the Securities Act of 1933, each filing of the registrant's
     annual report pursuant to Section 13(a) or Section 15(d) of
     the Securities Exchange Act of 1934 (and, where applicable,
     each filing of an employee benefit plan pursuant to section
     15(d) of the Securities Exchange Act of 1934) that is
     incorporated by reference in the registration statement shall
     be deemed to be a new registration statement relating to the
     securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona
     fide offering thereof.

          (6)  Insofar as indemnification for liabilities arising
     under the Securities Act of 1933 may be permitted to
     directors, officers, and controlling persons of the Company
     pursuant to the foregoing provisions described in Item 15, or
     otherwise, the Company 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 Company of expenses incurred or paid by a
     director, officer or controlling person of the Company in the
     successful defense of any action, suit or proceeding) is
     asserted by such director, officer or  controlling person in
     connection with the securities being registered, the Company
     will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such
     indemnification by it is against public policy as expressed in
     the Act and will be governed by the final adjudication of such
     issue.

                                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 requirement 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 Elkhart, State of Indiana, on the 
30th day of April, 1997.

                              Excel Industries, Inc.

                              By: /s/ James O. Futterknecht, Jr.
                                   ---------------------------------   
                                   James O. Futterknecht, Jr.
                                 Chief Executive Officer and
                                 Chairman of the Board

                             POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James O. Futterknecht, Jr. and Joseph A.
Robinson, and each of them, his true and lawful attorney-in-fact and agent
with full power of substitution for him in his name, place and stead, in any
and all capacities to sign any and all amendments (including pre-effective
and 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, grants unto said
attorneys-in-fact and agents 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 as to all intents and purposes as he might or could do in
person, and hereby ratifies and confirms all that said attorneys-in-fact and
agents or their or his substitute or substitutes lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

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

/s/ James O. Futterknecht, Jr.  Chief Executive Officer,            4/30/97
-----------------------------   Chief Operating Officer
James O. Futterknecht, Jr.      Chairman of the Board
                                Principal Executive Officer

/s/ Joseph A. Robinson          Senior Vice-President,              4/30/97
------------------------------  Secretary, Chief Financial
Joseph A. Robinson              and Director
                                Principal Financial Officer and
                                Principal Accounting Officer

/s/ James O. Futterknecht, Jr.  Director                            4/30/97
------------------------------
James O. Futterknecht, Jr.

/s/ John G. Keane               Director                            4/30/97
------------------------------
John G. Keane

/s/ James K. Sommer             Director                            4/30/97
------------------------------
James K. Sommer

/s/ Ralph R. Whitney, Jr.       Director                            4/30/97
------------------------------
Ralph R. Whitney, Jr.

------------------------------  Director
Richard A. Place

                          INDEX TO EXHIBITS FILED
                       TO REGISTRATION STATEMENT ON
                    FORM S-8 OF EXCEL INDUSTRIES, INC.

                                                                  Sequentially
      Exhibit                                                      Numbered
        No.                     Description                          Page
      -------                   --------------                    -----------
         4   Excel Industries, Inc. 1997 Long-Term Incentive
             Plan

         5   Opinion re: Legality (Since the shares are not
             original issuance securities, no Opinion re:
             Legality is required)

       23    Consent of Independent Accountants

       24    Power of Attorney (Included at page II-4)

                                 Exhibit 4
           Excel Industries, Inc. 1997 Long-Term Incentive Plan

                           EXCEL INDUSTRIES, INC.
                       1997 LONG-TERM INCENTIVE PLAN

                                 ARTICLE I
                                     
                            GENERAL PROVISIONS
1.1  PURPOSE

     The purpose of this Excel Industries, Inc. 1997 Long-Term Incentive Plan
("Plan") is to provide an additional incentive compensation opportunity for
certain key employees of Excel Industries, Inc. ("Excel") and its
subsidiaries  (jointly referred to as the  "Company").  This compensation
opportunity is designed to (i) ensure that the Company has a competitive
compensation package to assist in the retention and recruitment of highly
competent executives, (ii) recognize, motivate, and reward key employees for
the development and execution of strategies and policies that result in
long-term return to shareholders of the Company, and (iii) provide executives
with an ownership interest in the Company and identification with the
interests of shareholders.

1.2  ADMINISTRATION OF THE PLAN

     (a)  Committee.  The Compensation Committee appointed by the Board of
Directors of Excel ("Committee") will administer the Plan.  The Board may
delegate responsibility for administration of the Plan to different
Committees, subject to such limitations as it deems appropriate.  Members of
the Committee will serve for such term as the Board of Directors may
determine, and may be removed by the Board at any time.  If no Committee is
appointed by the Board, the Board will administer the Plan.  "Committee" will
refer to the entity administering the Plan, whether it is the Board, a
committee, or various committee.

     (b)  Authority.  The Committee has full discretionary authority to
administer the Plan within the scope of its delegated responsibilities,
including authority to interpret and construe any relevant provision of the
Plan, to adopt rules and regulations that it deems necessary, to determine
each year which of those employees recommended for an Award in accordance
with the Plan will be granted Performance Share Awards (defined in Article
II), to determine the number of shares subject to such Awards, and to
determine the terms of each grant made under the Plan (which terms need not
be identical).  Decisions of the Committee made within the discretion
delegated to it by the Board are final and binding on all persons.

     (c)  Internal Revenue Code Section 162(m).  The composition of the
Committee responsible for establishing, administering, and certifying
performance goals for Awards granted under the Plan will comply with
Internal Revenue Code ("IRC") Section 162(m) and the regulations promulgated
thereunder.

1.3  STOCK SUBJECT TO THE PLAN

     (a)  Common Stock.  Shares of Excel Common Stock ("Common Stock")
available for issuance under the Plan will be drawn from the Excel authorized
but unissued shares of Common Stock or from reacquired shares of Common
Stock, including shares repurchased on the open market.  The number of shares
of Common Stock that may be issued under the Plan will not exceed  500,000,
subject to adjustment in accordance with the terms of the Plan.  

     (b)  Adjustment.  If any change is made to the Common Stock issuable
under the Plan by reason of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without receipt of
consideration, then appropriate adjustments will be made to (i) the maximum
number and/or class of shares issuable under the Plan, and (ii) the number
and/or class of shares and price per share in effect under each outstanding
Performance Share Award under the Plan.  The purpose of these adjustments is
to preclude the enlargement or dilution of rights and benefits under the
options.

1.4  EFFECTIVE DATE AND TERM

     The Plan is effective January 2, 1997, subject to approval by the
Company's shareholders.  The Committee may grant Awards under the Plan at any
time after the Effective Date of the Plan and before the Plan is terminated
by the Board.

                                ARTICLE II

                         PERFORMANCE SHARE AWARDS

2.1  TERMS AND CONDITIONS OF PERFORMANCE SHARE AWARDS

     (a)  Performance Periods.  For purposes of determining Performance Award
Share opportunities under the Plan, the Company's performance will be
measured over a three consecutive fiscal year period ("Performance Period"). 
A new Performance Period will begin, and a new grant of Performance Share
Awards will be made, annually on the first day of the Company's fiscal year.
     
     (b)  Performance Share Awards.  A Performance Share Award consists of
the right, subject to such terms, conditions and restrictions set forth in
the Award Agreement, to receive a share of Common Stock (together with cash
dividend equivalents if so determined by the Committee) as the Committee
determines ("Performance Share Award" or "Award").  A participant will be
eligible to receive a specific number of shares of Common Stock ("Performance
Shares") based on the attainment of preestablished target, minimum and
maximum performance levels measured over a Performance Period (the
"Performance Measures"). Performance Share Award opportunities will be
established at the beginning of each Performance Period for all participants
in the Plan.  

     (c)  Selection.  Before each Performance Period, or as soon thereafter
as practicable, employees of the Company will be recommended for
participation in the Plan by the Chief Executive officer of the Company (the
"CEO") and approved by the Committee.  Participants will be selected from
among those employees who are in a position to make significant contributions
to the growth and long-term success of the Company, including senior officers
and strategic business unit heads of the Company.  The Committee will notify
each Plan participant of his or her Plan participation, the Performance Share
Award, and such additional provisions as the Committee deems necessary, at
the beginning of each Performance Period, or as soon thereafter as
practicable, by a written Award Agreement.  The Committee alone will
determine any Performance Share Award to be made to the CEO.

     (d)  Performance Measures.  Within the first 90 days of the beginning of
the  Performance Period (or, if shorter, within 25% of the period of service
left in the Performance Period in the case of new hires or promotions), the
CEO will recommend and the Committee will review and approve the Company
Performance Measures that must be met to achieve the target, minimum and
maximum Performance Share payouts.  Initially, the Performance Measures will
be based on the Company's percentile rank in three-year compound total
shareholder return ("SR") relative to a specified set of peer group companies
in the U.S. automotive supply industry determined by the Committee.  SR is
defined as the annual rate of return represented by the combination of stock
price appreciation and dividend payments, with dividends assumed to be
reinvested quarterly.  

     The Committee will have the discretion to base Performance Share Awards
on other measures including, but not limited to, the achievement of a
specified closing or average closing price of Common Stock, or an absolute or
percentage increase in the closing or average closing price of Common Stock. 
The Committee may adjust the Performance Measures during a Performance Period
to reflect significant, unanticipated changes which have a material impact on
the operations of the Company.

     The Committee must approve the final payout of Performance Shares, and
it has the discretion to reduce or cancel any payout. 

     (e)  Payment of Performance Share Awards.  No participant will be paid
any portion of his or her Performance Share Award before the end of the
applicable Performance Period.  No participant will be vested in any portion
of his or her Performance Share Award.  Except as provided in Section 3.2,
only eligible participants actively employed by the Company on the date
Performance Share Awards are paid, and whose overall performance meets
expectations, may receive a payout under a Performance Share Award.

     (f)  Withholding.  The Committee may require, or permit an Award holder
to elect, that a portion of the total Fair Market Value (as defined in
Section 3.1) of the Performance Shares be paid in the form of cash in lieu of
the issuance of Common Stock and that such cash payment be applied to the
satisfaction of the federal, state and local income and employment tax
withholding obligations that arise at the time the Performance Shares become
free of all restrictions under the Plan.

     (g)  Shareholder Rights.  A Performance Share Award holder will be
eligible to receive any dividend payments made on Performance Shares that
have been earned, but not yet paid, and may vote any such shares. 

     (h)  Transferability.  Performance Shares Awards will not be assignable
or transferable by the holder otherwise than by will or by the laws of
descent and distribution following the Award holder's death.

2.2  CORPORATE TRANSACTIONS

     (a)  Termination.  In the event of the disposition of all or
substantially all of the assets or outstanding capital stock of the Company
by means of a sale, merger, reorganization, or liquidation, each Award under
this Plan will terminate unless assumed or replaced with a comparable
instrument pursuant to a written agreement by the successor corporation or a
parent or subsidiary thereof.

     (b)  Corporate Structure.  The grant of Performance Share Awards under
this Plan will in no way affect the right of the issuer of Common Stock to
adjust, reclassify, reorganize, or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate, sell or transfer all
or any part of its business or assets.

                                ARTICLE III

                               MISCELLANEOUS

3.1  FAIR MARKET VALUE

     Fair Market Value of a share of Common Stock on any relevant date will
be determined in accordance with the following provision:

     (a)  NASDAQ.  If the Common Stock is not at the time listed or admitted
to trading on any stock exchange, but is traded in the over-the-counter
market, the Fair Market Value will be the average between the reported high
price and the reported low price of one share of Common Stock on the date in
question in the over-the-counter market, as such prices are reported by the
national Association of Securities Dealers through its NASDAQ system or any
successor system.

     (b)  Stock Exchange.  If the Common Stock is at the time listed or
admitted to trading on any stock exchange, then the Fair Market Value will be
the average between the reported high price and the reported low price of one
share of Common Stock on the date in question on the stock exchange that is
the primary market for the stock, as such prices are officially quoted on
such exchange.

     (c)  No Listing; No Stock Exchange.  If the Common stock is at the time
neither listed nor admitted to trading on any stock exchange nor traded in
the over-the-counter market, or if the Committee determines that neither
subparagraph (a) nor (b) above reflects Fair Market Value of the stock, then
the Fair Market Value will be determined by the Committee after taking into
account such factors as the Committee deems appropriate.

3.2  CHANGES OF EMPLOYMENT STATUS

     (a)  New Hire, Transfer within the Company, Promotion.  A newly hired
employee or an employee transferred within the Company or promoted to senior
officer status with the Company during the Performance Period may be granted 
a Performance Share Award or a pro rata portion of a Performance Share Award,
in the sole discretion of the Committee.

     (b)  Demotion.  No payment under a Performance Share Award will be made
to an employee who has been demoted during the Performance Period because of
performance.  If the demotion is due to an organization change, a full or a
pro rata payment may be made, provided the employee otherwise qualifies for
such a payment.  The decision to make such a payment will be made in the sole
discretion of the Committee, and payment, if any, will be made at the end of
the relevant Performance Period.

     (c)  Separation from Service.  If a holder of a Performance Share
terminates employment with the Company for any reason other than death,
permanent and total disability or retirement, he or she will not be eligible
to receive any payment under such Performance Share Award.  In the event of
death, permanent and total disability or retirement, the Performance Share
Award holder may be considered for a payout under such Award.  The decision
to make a full payment, a pro rata payment, or no payment under such an award
will be made in the sole discretion of the Committee, and payment, if any,
will be made at the end of the relevant Performance Period based on the full
months of employment completed by the holder before such termination.  The
date of termination of employment will be determined by the Committee, which
determination will be final.

3.3  IMPACT ON BENEFIT PLANS

     Except as otherwise required by law, payments pursuant to Performance
Share Awards will not be treated as compensation for purposes of any
qualified benefit Plan maintained by the Company. Payments pursuant to
Performance Share Awards will not affect the definition of a participant's
compensation under any group insurance plan.  If a participant has entered
into an Executive Separation Agreement with the Company, a Performance Share
Award payout will be included in the calculation of the Executive's average
annual compensation as provided in the Executive Separation Agreement to the
extent the Performance Share Award payout is included in the gross income of
the participant.

3.4  INDEMNIFICATION

     The members of the Committee  will not be personally liable for any
action, omission, decision or determination made with respect to the Plan. 
The Company will indemnify and hold harmless each member of the Committee for
and against any losses, judgments, expenses including without limitation,
attorney or other professional fees or costs of any nature arising as a
result of having served as a member of the Committee.

3.5  NO OBLIGATION

     Nothing in this Plan will be construed as a guarantee of a Performance
Share Award or as an accrued right to receive a Performance Share Award or
any portion of such an Award or any payment under such an Award.  Nothing in
this Plan will be construed as creating a contract or right of employment. 

                                ARTICLE IV

                         TERMINATION OR AMENDMENT

     (a)  Board.  The Board may amend, suspend or discontinue the Plan in
whole or in part at any time; provided, however, that (i) such action may
not, without the consent of the holder of a Performance Share Award,
adversely affect the holder's rights and obligations with respect to an Award
outstanding under the Plan; (ii)  the Board may not, without the approval of
the Company's shareholders (A) materially increase the number of shares of
Common Stock subject to Awards under the Plan (other than adjustments
required under Section 1.3(b)), (B) materially modify the eligibility
requirements for Awards under the Plan, or (C) make any other change as to
which shareholder approval is required by applicable law or regulatory
standards.

     (b)  Committee.  The Committee will have full power and authority to
modify or waive any or all of the terms, conditions or restrictions
applicable to any outstanding Performance Share Award to the extent not
inconsistent with the Plan.

     (c)  Extraordinary Transactions.  Without the consent of any
participant, the CEO may, with the agreement of the Committee, modify the
Plan and any Awards outstanding under the Plan to reflect extraordinary
transactions or occurrences relating to the Company or any affiliate of the
Company and affecting the potential for achieving existing Performance
Measures (e.g. changes to the capital structure or other significant
reorganization of the Company, divestiture of a subsidiary, acquisition or
discontinuance of a material business or product line, or changes in
accounting procedures/policies).  Any such modification will be designed to
prevent the dilution or enlargement of benefits under any such outstanding
Awards. 

                                 ARTICLE V

                                COMPLIANCE

5.1  FEDERAL AND STATE LAWS

     The Company will not be obligated to make any payout of shares of Common
Stock  under any Award unless, in the opinion of counsel for the Company, the
issuance of such shares is in compliance with all applicable federal and
state securities laws.  As a condition to the grant of any Award, or to the
issuance of any shares of Common Stock under any Award, the Committee may
require that the Award holder agree to comply with such provisions of federal
and state securities laws as may be applicable to such grant, or to the
payment and receipt of shares of Common Stock pursuant to the Plan, and that
the Award holder deliver to the Company a written agreement, in form and
substance satisfactory to the Company and its counsel, evidencing such
agreement.

5.2  INFORMATION

     The Company will furnish to each Award holder participating in the Plan
a copy of the Company's Annual Report to Shareholders for the most recent
fiscal year, and additional copies will be furnished, without charge, to such
Award holders upon request to the Secretary of the Company.

-----------------------------------     ------------------
                                        DATE

                                 Exhibit 5
     Opinion re: Legality (Since the shares are not original issuance 
             securities, no Opinion re: Legality is required)

                                Exhibit 23
                    Consent of Independent Accountants

                    CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 20, 1997 appearing on page
14 of Excel Industries, Inc.'s Annual Report on Form 10-K for the year ended
December 28, 1996.  We also consent to the incorporation by reference of our
report on the Financial Statements Schedule, which appears on page 24 of such
Annual Report on Form 10-K.

/s/ Price Waterhouse LLP
Price Waterhouse LLP
South Bend, Indiana
May 9, 1997

                                Exhibit 24
                 Power of Attorney (Included at page II-4)