SKYLINE CORP
10-K, 1995-08-01
MOBILE HOMES
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                                    FORM 10-K

                        SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.    20549

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended May 31, 1995    Commission File No. 1-4714

                               SKYLINE CORPORATION
              (Exact name of registrant as specified in its charter)

               Indiana                            35-1038277
      (State of Incorporation)         (IRS Employer Identification No.)

   2520 Bypass Road, Elkhart, Indiana                46514
(Address of principal executive offices)          (Zip Code)

        Registrant's telephone number, including area code:  219-294-6521

           Securities registered pursuant to section 12(b) of the Act:

                      Shares Outstanding       Name of each Exchange on
Title of Class          July 20, 1995              which Registered

Common Stock              11,120,644           New York Stock Exchange

           Securities registered pursuant to Section 12(g) of the Act:

                                  Title of Class

                                       None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.

             YES   X                           NO       

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.

                                   X      

The aggregate market value of the voting stock held by non-affiliates of
the registrant (9,543,829 shares) based on the closing price on the New
York Stock Exchange on July 20, 1995 was $169,402,965.
<PAGE>


                       DOCUMENTS INCORPORATED BY REFERENCE:

            Title                                  Form 10-K

Proxy Statement dated August 1, 1995        Part III, Items 10 - 12
for Annual Meeting of Shareholders to
be held September 18, 1995.
<PAGE>
                       (This page left intentionally blank)


<PAGE>
                                    FORM 10-K
                              CROSS-REFERENCE INDEX

Certain information required to be included in this Form 10-K is also
included in the registrant's Proxy Statement used in connection with its
1995 Annual Meeting of Shareholders to be held on September 18, 1995 (its
"1995 Proxy Statement").  The following cross-reference index shows the
page locations in the 1995 Proxy Statement of that information which is
incorporated by reference into this Form 10-K and the page location in this
Form 10-K of that information not incorporated by reference.  All other
sections of the 1995 Proxy Statement are not required in this Form 10-K and
should not be considered a part hereof.

                                                            1995     
                                               Form         Proxy
                                               10-K       Statement

           PART I

Item  1.   Business...........................   6           

Item  2.   Properties.........................  11

Item  3.   Legal Proceedings..................  12

Item  4.   Submission of Matters to a Vote
           of Security Holders................  12

           PART II

Item  5.   Market for the Registrant's Common
           Stock and Related Stockholder
           Matters............................  12                     

Item  6.   Selected Financial Data............  13                     

Item  7.   Management's Discussion and 
           Analysis of Financial Condition
           and Results of Operations..........  14                     

Item  8.   Financial Statements and
           Supplementary Data:
             Index to Consolidated Financial 
               Statements.....................  16
             Report of Independent Accountants  17
             Consolidated Balance Sheets......  18                     
             Consolidated Statements of
               Earnings.......................  20                     
             Consolidated Statements of
               Retained Earnings..............  21
             Consolidated Statements of
               Cash Flows ....................  22           
             Notes to Consolidated Financial
               Statements.....................  24
             Financial Summary by Quarter.....  28
<PAGE>
                                    FORM 10-K
                              CROSS-REFERENCE INDEX
                                   (Continued)

                                                            1995      
                                               Form         Proxy
                                               10-K       Statement
Item  9.   Changes in and Disagreements with
           Accountants on Accounting and
           Financial Disclosure...............  28 

           PART III

Item 10.   Directors and Executive
           Officers of the Registrant.........  28             3
                                               
Item 11.   Executive Compensation.............                 6   
                             
Item 12.   Security Ownership of Certain
           Beneficial Owners and
           Management.........................                3-5
                  
Item 13.   Certain Relationships and Related
           Transactions.......................  29 

           PART IV

Item 14.   Exhibits, Financial Statement
           Schedules, and Reports on
           Form 8-K:
            
            (a)  1. Financial Statements......  30
                      All other schedules are
                       omitted because they are
                       not applicable or the
                       required information is
                       shown in the financial
                       statements or notes
                       thereto.
                 2. Index to Exhibits.........  30
            
            (b)Reports on Form 8K.............  30

SIGNATURES..................................... 31
<PAGE>
                                      PART I

Item 1.    Business

           General Development of Business

           Skyline Corporation was originally incorporated in Indiana in
           1959, as successor to a business founded in 1951.  Skyline
           Corporation and its consolidated subsidiaries (the "Company")
           design, produce and distribute manufactured housing (mobile
           homes) and recreational vehicles (travel trailers including park
           models and fifth wheels).

           The Company, which is one of the largest manufacturers of
           manufactured homes in the United States, produced 20,248
           manufactured homes in fiscal year 1995.

           The Company's manufactured homes are marketed under a number of
           trademarks.  They are available in lengths ranging from 36' to
           80' and in single wide widths from 12' to 18' and double wide
           widths of 20', 24', 26' and 28'.

           The Company's recreational vehicles are sold under the "Nomad",
           "Layton", "Aljo" and "Mountain View" trademarks for travel
           trailers and fifth wheels and the "WeekEnder" trademark for truck
           campers.

           In fiscal year 1995 manufactured homes represented 79% of total
           sales, while recreational vehicles accounted for the remaining
           21%.  In the prior year the sales dollars were 76% manufactured
           homes and 24% recreational vehicles.  Additional financial data
           relating to these industry segments is included in Note 5,
           Industry Segment Information, in the Notes to Consolidated
           Financial Statements included in this document under Item 8.

           Narrative Description of Business

           Principal Markets

           The principal markets for manufactured homes are the suburban and
           rural areas of the continental United States.  The principal
           buyers continue to be young marrieds and senior citizens, but the
           market tends to broaden when conventional housing becomes more
           difficult to purchase and finance.

           The recreational vehicle market is made up of vacationing middle
           income families, retired couples traveling around the country and
           sportsmen pursuing four-season hobbies.<PAGE>
           



           Method of Distribution

           The Company's manufactured homes are distributed by approximately
           1,125 dealers at 1,600 locations throughout the United States     
           and recreational vehicles are distributed by approximately 500    
           dealers at 625 locations throughout the United States.  These     
           are generally not exclusive dealerships and it is believed that   
           most dealers also sell products of other manufacturers.

           The Company provides the retail purchaser of its products with a  
           full one-year warranty against defects in materials and           
           workmanship.  The warranties are backed by a corporate service    
           department and an extensive field service system.

           The Company's products are sold to dealers on a cash on delivery
           basis.  Payments to the Company are made either directly by the
           dealer or by financial institutions which have agreed to finance
           dealer purchases of the Company's products.  In accordance with
           industry practice, certain financial institutions which finance
           dealer purchases require the Company to execute repurchase
           agreements which provide that in the event a dealer defaults on
           its repayment of the financing, the Company will repurchase its
           products from the financing institution in accordance with a
           declining repurchase price schedule established by the Company. 
           Any loss under these agreements is the difference between the
           repurchase cost and the resale value of the units repurchased. 
           Further, the risk of loss is spread over numerous dealers.  There
           have been no material losses related to repurchases in past
           years.

           Raw Materials and Supplies

           The Company is basically an assembler of components purchased
           from outside sources.  The major components used by the Company
           are lumber, plywood, steel, aluminum, insulation, home
           appliances, furnaces, plumbing fixtures, hardware, floor
           coverings and furniture.  The suppliers are many and range in
           size from large national companies to very small local
           companies.  At the present time, the Company is obtaining
           sufficient materials to fulfill its needs.

           Patents, Trademarks, Licenses, Franchises and Concessions

           The Company does not rely upon any terminable or nonrenewable
           rights such as patents or licenses or franchises under the
           trademarks or patents of others, in the conduct of any segment of
           its business.
<PAGE>
           Seasonal Fluctuations

           While the Company maintains production of manufactured homes and
           recreational vehicles throughout the year, seasonal fluctuations
           in sales do occur.  Sales and production of manufactured homes
           are affected by winter weather conditions at the Company's
           northern plants.  Recreational vehicle sales are generally higher
           in the spring and summer months than in the fall and winter
           months.

           Inventory

           The Company does not build significant inventories of either
           finished goods or raw materials at any time.  It does not deliver
           on consignment.

           Dependence Upon Individual Customers

           The Company does not rely upon any single dealer for a
           significant percentage of its business in any industry segment.

           Backlog

           The Company does not consider as significant in its business the
           existence and extent of backlog at any given date.  Because the
           Company's production is based on dealers' orders, which
           continuously fluctuate, and a relatively short manufacturing
           cycle, the existence of a backlog does not provide a reliable
           indication of the status of the Company's business.

           Government Contracts

           Two divisions of the Company have government contracts that
           provide a small subsidy for making its electrically heated homes
           more energy efficient.  These contracts expire July 26, 1995.

           Competitive Conditions

           The manufactured housing and recreational vehicle industries are
           highly competitive, with particular emphasis on price and 
           features offered.  The Company's competitors are numerous,
           ranging from multi-billion dollar corporations to relatively
           small and specialized manufacturers.  

           The Manufactured Housing Institute advised that the industry
           produced approximately 303,900 homes in calendar year 1994.  In
           the same period, the Company produced 19,917 units for a 6.6%
           market share.  In calendar year 1993, approximately 254,200 homes
           were manufactured by the industry.  In that period the Company
           produced 18,754 homes for a 7.4% market share.

<PAGE>
           

           The recreational vehicle industry produced 518,800 units in
           calendar year 1994 compared to 420,200 units in calendar year
           1993.  The following table shows the Company's competitive
           position in the recreational vehicle product lines it sells.

                                   Units Produced      Units Produced
                                 Calendar Year 1994  Calendar Year 1993
                                  Industry Skyline    Industry Skyline

           Travel Trailers          79,400   7,704      69,700   7,876

           Fifth Wheels             48,900   3,736      43,900   3,509

           Truck Campers            11,400     586      10,900      63


           Both the manufactured housing and recreational vehicle segments   
           of the Company's business are dependent upon the availability of  
           financing to dealers and retail financing.  Consequently,         
           increases in interest rates and/or tightening of credit through   
           governmental action or otherwise have adversely affected the      
           Company's business in the past and may do so in the future.  

           The Company considers it impossible to predict the future         
           occurrence, duration or severity of cost or availability          
           problems in financing either manufactured homes or recreational   
           vehicles.  To the extent that they recur, such public concerns    
           will affect sales of the Company's products.

           Regulation

           The manufacture, distribution and sale of manufactured homes and  
           recreational vehicles are subject to government regulations in    
           both the United States and Canada, at federal, state or           
           provincial and local levels.

           Environmental Quality

           The Company believes that compliance with federal, state and      
           local requirements respecting environmental quality will not      
           require any material capital expenditures for plant or equipment  
           modifications which would adversely affect earnings.

<PAGE>
           Other Regulations

           The U.S. Department of Housing and Urban Development (HUD) has    
           set national manufactured home construction and safety standards  
           and implemented recall and other regulations since 1976.  The     
           National Mobile Home Construction and Safety Standards Act of     
           1974, as amended, under which such standards and regulations are  
           promulgated, prohibits states from establishing or continuing in  
           effect any manufactured home standard that is not identical to    
           the federal standards as to any covered aspect of performance.    
           Implementation of these standards and regulations involves        
           inspection agency approval of manufactured home designs, plant    
           and home inspection by states or other HUD-approved third         
           parties, manufacturer certification that the standards are met,   
           and possible recalls if they are not or if homes contain safety   
           hazards.

           Some components of manufactured homes may also be subject to      
           Consumer Product Safety Commission standards and recall           
           requirements.  In addition, the Company has voluntarily subjected 
           itself to third party inspection of all of its products           
           nationwide in order to further assure the Company, its dealers,   
           and customers of compliance with established standards.

           The Company's travel trailers continue to be subject to safety    
           standards and recall and other regulations promulgated by the     
           U.S. Department of Transportation under the National Traffic and  
           Motor Vehicle Safety Act of 1966, as well as state laws and       
           regulations.  

           The Company's operations are subject to the Federal Occupational  
           Safety and Health Act, and are routinely inspected thereunder.

           The transportation and placement (in the case of manufactured     
           homes) of the Company's products are subject to state highway use 
           regulations and local ordinances which control the size of units  
           that may be transported, the roads to be used, speed limits,      
           hours of travel, and allowable locations for manufactured homes   
           and parks.  The Company is also subject to many state             
           manufacturer licensing and bonding requirements, and to dealer    
           day in court requirements in some states.

           Manufactured homes and recreational vehicles may be subject to    
           the Magnuson-Moss Warranty - Federal Trade Commission Improvement 
           Act, which regulates warranties on consumer products.  The        
           Company believes that its existing warranties meet all            
           requirements of the Act.      

           HUD has promulgated rules requiring manufacturers of manufactured 
           homes to utilize wood products certified by their suppliers to    
           meet HUD's established limits on formaldehyde emissions, and to   
           place in each home written notice to prospective purchasers of    
           possible adverse reaction from airborne formaldehyde in the       
           homes.  These rules are designated as preemptive of state  
           regulation.
<PAGE>
             
           Number of Employees

           The Company employs approximately 3,650 people at the present     
           time.

Item 2.    Properties
           
           The Company owns its corporate offices and design facility,
           which are located in Elkhart, Indiana.
      
           The Company's 26 manufacturing plants, all of which are owned,
           are as follows:
      
           Location                       Products
      
           Arizona, Casa Grande           Manufactured Housing/Park Models 
           California, Hemet              Manufactured Housing/Park Models
           California, Hemet              Recreational Vehicles
           California, Hemet              Recreational Vehicles
           California, Woodland           Manufactured Housing
           Florida, Ocala                 Manufactured Housing
           Florida, Ocala                 Manufactured Housing
           Florida, Ocala                 Manufactured Housing/Park Models
           Indiana, Bristol               Manufactured Housing
           Indiana, Elkhart               Manufactured Housing
           Indiana, Elkhart               Recreational Vehicles
           Indiana, Goshen                Manufactured Housing
           Indiana, Howe                  Manufactured Housing
           Kansas, Arkansas City          Manufactured Housing
           Kansas, Halstead               Manufactured Housing
           Louisiana, Bossier City        Manufactured Housing
           North Carolina, Mocksville     Manufactured Housing
           Ohio, Sugarcreek               Manufactured Housing
           Oregon, McMinnville            Manufactured Housing
           Oregon, McMinnville            Recreational Vehicles
           Pennsylvania, Ephrata          Manufactured Housing
           Pennsylvania, Leola            Manufactured Housing
           Pennsylvania, Leola            Recreational Vehicles
           Texas, Mansfield               Recreational Vehicles
           Vermont, Fair Haven            Manufactured Housing
           Wisconsin, Lancaster           Manufactured Housing
      
           The above facilities range in size from approximately 50,000
           square feet to approximately 160,000 square feet.
      
           The following owned manufacturing facilities are not            
           presently in use and are being kept for future expansion.
      
           Location                       Character
      
           Indiana, Elkhart               Recreational Vehicle Facility
           Indiana, Elkhart               Recreational Vehicle Facility
<PAGE>
      
           The following owned manufacturing facilities are not      
           presently in use and are for sale.
      
           Location                       Character
      
           California, Hemet              Manufactured Housing Facility
           California, Hemet              Recreational Vehicle Facility
      
           It is extremely difficult to determine the unit productive      
           capacity of the Company because of the ever-changing      
           product mix.
      
           The Company believes that its plant facilities and      
           machinery and equipment are well maintained and are in      
           good operating condition.
      
Item 3.    Legal Proceedings
      
           Neither the Company nor any of its subsidiaries is a party      
           to any pending legal proceeding which would have a      
           material effect on operations.
      
Item 4.    Submission of Matters to a Vote of Security Holders
      
           No matters were submitted to a vote of security holders      
           during the fourth quarter of the fiscal year ended May 31,      
           1995.
      
                                 PART II
      
      
Item 5.    Market for the Registrant's Common Stock and Related
           Stockholder Matters
      
           Skyline Corporation (SKY) is traded on the New York Stock
           Exchange.  Quarterly cash dividends of 12 cents ($0.12) were
           paid during fiscal years 1995 and 1994.  At May 31, 1995, there
           were approximately 2,200 holders of record of Skyline
           Corporation common stock.  A quarterly summary of the market
           price is listed for the fiscal years ended May 31, 1995 and
           1994.
      
      
                           1995               1994           
      
           Quarter    High     Low        High     Low       
      
           First     $20-3/8   $17-5/8   $19-1/4   $16-1/8                 
      
           Second    $22-1/8   $18-1/8   $18       $16-1/2                 
        
           Third     $19-1/4   $16-3/8   $23       $17-1/8                 
      
           Fourth    $19       $17-1/8   $24-1/8   $17-3/8
<PAGE>
                 
        
      
                
Item 6.    Selected Financial Data
      
      
           Dollars in thousands except per share
      
                             1995      1994      1993     1992     1991    
                    
           FOR THE YEAR
           Sales         $642,118  $580,144  $491,716 $339,070 $327,508    
           Earnings before
           cumulative effect
           of accounting
           change        $ 15,342  $ 14,991  $ 10,311 $  5,790 $  5,230    
           Net earnings  $ 15,342  $ 14,991  $  9,941 $  5,790 $  5,230    
           Cash dividends
           paid          $  5,351  $  5,384  $  5,384 $  5,384 $  5,384   
           Capital
           expenditures  $ 16,385  $  8,090  $  4,134 $  2,426 $  3,931   
           Depreciation  $  3,404  $  2,879  $  2,685 $  2,656 $  2,641  
                   

           AT YEAR END
           Working 
           capital       $ 74,090  $ 47,759  $ 43,412 $ 39,539 $127,579    
           Current ratio    3.2:1     2.3:1     2.8:1    2.9:1    8.0:1    
           U.S. Treasury 
           Notes         $ 59,917  $ 89,912  $ 90,197 $ 90,219 $      -    
            Property, 
           plant and
           equipment, net$ 45,256  $ 32,330  $ 27,132 $ 26,339 $ 28,072  
           Total assets  $215,464  $208,531  $188,511 $180,281 $176,424
           Shareholders' 
           equity        $179,732  $170,383  $161,829 $157,272 $156,866
      
           PER SHARE
           Earnings before 
           cumulative effect
           of accounting 
           change        $   1.38   $  1.34 $     .92 $    .52  $   .47    
           Net earnings  $   1.38   $  1.34 $     .89 $    .52  $   .47    
           Cash dividends$    .48   $   .48 $     .48 $    .48  $   .48    
           Shareholders' 
           equity        $  16.12   $ 15.19 $   14.43 $  14.02  $ 13.98    
                   
      
           Note:  The Company adopted Statement of Financial Accounting
           Standards No. 109, "Accounting For Income Taxes," effective
           June 1, 1992.  The cumulative effect of this change on prior
           years was $370,000, or $.03 per share.<PAGE>
Item 7.    Management's Discussion and Analysis of Financial Condition and
           Results of Operations
      
      
           Liquidity and Capital Resources
           At May 31, 1995, cash and investments in U.S. Treasury Bills
           totaled $39,911,000, an increase of $22,783,000 from
           $17,128,000 at May 31, 1994.  This increase was due primarily
           to the maturity of $30,000,000 in U.S. Treasury Notes, which
           were used to purchase U.S. Treasury Bills, offset by an
           increase in capital additions.  Working capital at May 31,
           1995, amounted to $74,090,000 compared to $47,759,000 at May
           31, 1994, an increase which also was due to the purchase of
           U.S. Treasury Bills.  Historically, the Corporation's financing
           needs have been met through funds generated internally.
      
        
           Capital Expenditures
           Capital expenditures during fiscal 1995 were $16,385,000
           compared to prior year expenditures of $8,090,000.  Capital
           expenditures were made primarily to increase manufacturing
           capacity, adopt new manufacturing processes, increase
           manufacturing efficiencies and replace the Corporation's
           eighteen year-old aircraft.  Capital expenditures for major
           renovations at four manufactured housing facilities totalled
           $9,993,000 in 1995.  The cash provided by operating activities
           in fiscal 1996 is expected to be adequate to fund any capital
           expenditures which may become necessary during that year.  
      
           Results of Operations
           Sales in fiscal 1995 were $642,118,000, an increase of
           $61,974,000 from $580,144,000 in fiscal 1994.  Fiscal 1994
           sales were up $88,428,000 from $491,716,000 reported for fiscal
           1993.  Manufactured housing sales totaled $505,668,000 for
           fiscal 1995 compared to $441,422,000 in 1994 and $362,078,000
           in 1993.  Manufactured housing unit sales increased to 20,248
           units compared to 19,467 units in 1994 and 18,001 units in
           1993.  Recreational vehicle sales decreased to $136,450,000 in
           1995 compared to $138,722,000 in 1994 and $129,638,000 in
           1993.  Recreational vehicle unit sales decreased to 11,315 in
           fiscal 1995 compared to 11,997 in 1994 and 11,863 in 1993. 
           Sales in fiscal 1995 reflect  favorable overall economic
           conditions during much of the year which contributed to an
           increase in industry-wide demand for manufactured housing and
           recreational vehicles.  Sales of recreational vehicles were
           negatively affected by a fourth quarter softening in demand due
           largely to consumer uncertainty regarding interest rates.
      
            <PAGE>
      
           Results of Operations, continued
           Cost of sales in fiscal 1995 was 84.1% of sales compared to
           84.5% in 1994 and 85.8% in 1993.  The decrease in costs as a
           percent of sales was caused by increased manufacturing
           efficiencies which were partially offset by additional costs
           associated with increasing production at recently expanded
           facilities and a few plants not achieving the results expected.
      
           Selling and administrative expenses in fiscal 1995 increased as
           a percentage of sales to 12.8% from 12.2% in 1994 and 12.0% in
           1993. The increase in 1995 was due primarily to the costs of
           increased marketing efforts.
      
           Manufactured housing operating earnings as a percentage of
           sales were 4.7% in 1995, 4.1% in 1994 and 2.6% in 1993, the net
           result of increased margins and selling expenses discussed
           above.  Recreational vehicle operating earnings as a percentage
           of sales decreased to 0.1% in 1995 from 3.3% in 1994 and 3.2%
           in 1993.  During the third quarter of 1995 the Corporation
           closed a high-end recreational vehicle plant.  Recreational
           vehicle operating earnings as a percentage of sales excluding
           the closed plant's operations were 1.9%, 3.9% and 4.0% in 1995,
           1994 and 1993, respectively. Operating earnings in 1995 for
           recreational vehicles were also negatively impacted by
           increased marketing costs and a fourth quarter softening in
           demand.
      
           Interest income amounted to $5,827,000 in 1995 compared to
           $5,741,000 in 1994 and $5,667,000 in 1993.  Interest income is
           directly related to the amount available for investment and the
           prevailing yields of U.S. Government securities.  The increase
           in interest income was due to slightly higher yields during the
           period which were partially offset by lower investment levels.
      
           The provision for federal income taxes approximates the
           statutory rate and for state income taxes reflects current
           state rates effective for the period based upon activities
           within the taxable entities.<PAGE>

Item 8.    Financial Statements and Supplementary Data
      
           Index to Consolidated Financial Statements
      
           Financial Statements:
      
             Report of Independent Accountants...........  17
      
             Consolidated Balance Sheets.................  18     
                                       
             Consolidated Statements of Earnings.........  20
      
             Consolidated Statements of Retained Earnings  21
      
             Consolidated Statements of Cash Flows.......  22
                                       
             Notes to Consolidated Financial Statements..  24
      
             Financial Summary by Quarter................  28
      
            <PAGE>
      
                         REPORT OF INDEPENDENT ACCOUNTANTS
      
           To the Shareholders and Board of Directors of Skyline
           Corporation
      
      
           In our opinion, the consolidated financial statements listed in
           the accompanying index present fairly, in all material
           respects, the financial position of Skyline Corporation and its
           subsidiaries at May 31, 1995 and 1994, and the results of their
           operations and their cash flows for each of the three years in
           the period ended May 31, 1995, in conformity with generally
           accepted accounting principles.  These financial statements are
           the responsibility of Skyline Corporation management; our
           responsibility is to express an opinion on these financial
           statements based on our audits.  We conducted our audits of
           these statements in accordance with generally accepted auditing
           standards which require that we plan and perform the audit to
           obtain reasonable assurance about whether the financial
           statements are free of material misstatement.  An audit
           includes examining, on a test basis, evidence supporting the
           amounts and disclosures in the financial statements, assessing
           the accounting principles used and significant estimates made
           by management, and evaluating the overall financial statement
           presentation.  We believe that our audits provide a reasonable
           basis for the opinion expressed above.
      
           As discussed in Note 1 to the financial statements, effective
           June 1, 1992 Skyline Corporation adopted Statement of Financial
           Accounting Standards No. 109, "Accounting for Income Taxes."
      
      
      
      
           Price Waterhouse LLP
      
           Chicago, Illinois
           June 15, 1995
            <PAGE>
           Skyline Corporation and Subsidiary Companies
      
           Consolidated Balance Sheets
           May 31, 1995 and 1994
           Dollars in thousands
      
           ASSETS
           Current Assets                        1995          1994
      
           Cash                             $  10,754     $   9,232
           Treasury Bills, at cost plus           
             accrued interest                  29,157         7,896
           Accounts receivable, trade,
             less allowance for doubtful
             accounts of $40                   45,374        44,514
           Inventories
             Raw materials                      6,751         8,399
             Work in process                    4,468         4,775
             Finished goods                     3,586         2,357       
                                                                
           Total Inventories                   14,805        15,531
                                                              
           Other current assets                 7,246         6,405
                                                              
           Total Current Assets               107,336        83,578  
                                                                      
                                                   
           Investment in U.S. Treasury Notes   59,917        89,912
                                                              
      
           Property, Plant, and Equipment,
            at cost
           Land                                 5,278         4,525
           Buildings and improvements          57,502        47,982
           Machinery and equipment             24,391        19,769
                                                              
                                               87,171        72,276
           Less accumulated depreciation       41,915        39,946
                                                              
           Total Property, Plant and 
             Equipment                         45,256        32,330
                                                              
                                            
           Other Assets                         2,955         2,711
                                                              
                                            $ 215,464     $ 208,531
                                                                 
      
           The accompanying notes are a part of the consolidated financial 
           statements.
<PAGE>
      
           Skyline Corporation and Subsidiary Companies
      
           Consolidated Balance Sheets
           May 31, 1995 and 1994
           Dollars in thousands except per share
      
           LIABILITIES AND SHAREHOLDERS' EQUITY             
                                                1995          1994
                                                    
           Current Liabilities
           Accounts payable, trade          $  9,962     $  14,468
           Accrued salaries and wages          5,662         5,123
           Accrued profit sharing              2,408         2,156
           Accrued marketing programs          8,192         7,248
           Other accrued liabilities           6,142         4,852
           Income taxes                          880         1,972
                                                             
      
              Total Current Liabilities       33,246        35,819
                                                             
      
           Other Deferred Liabilities          2,486         2,329        
                                                             
                                                    
           Commitments and Contingencies           -             -
      
           Shareholders' Equity
           Common stock, $.0277 par value, 
           15,000,000 shares authorized;
           Issued 11,217,144 shares              312           312
           Additional paid-in capital          4,928         4,928
           Retained earnings                 176,187       166,196
           Treasury stock, at cost, 96,500
           shares in 1995 and 59,900 shares
           in 1994                            (1,695)       (1,053)
                                                              
         
           Total Shareholders' Equity        179,732       170,383
                                                             
                                           $ 215,464     $ 208,531
                                                             
      
      
           The accompanying notes are a part of the consolidated financial 
           statements.
<PAGE>
      
           Skyline Corporation and Subsidiary Companies
   
           Consolidated Statement of Earnings
           For the Years Ended May 31, 1995, 1994 and 1993
           Dollars in thousands except per share
   
                                                1995         1994       1993
   
           Sales                          $  642,118  $   580,144 $  491,716
                                       
           Cost of sales                     539,993      490,297    422,007
                                                           
           Gross profit                      102,125       89,847     69,709
   
           Selling and administrative
             expenses                         82,240       70,620     59,215
                                                                    
           Operating earnings                 19,885       19,227     10,494
   
           Interest income                     5,827        5,741      5,667
   
           Gain (loss) on sale of property, 
             plant and equipment                 (12)           7        745 
             
                                                                      
           Earnings before income taxes and
           cumulative effect of accounting     
           change                             25,700       24,975     16,906  
                                                                      
       
           Provision for income taxes
              Federal                          8,433        8,110      5,325
              State                            1,925        1,874      1,270
                                                                     
                                         
                                              10,358        9,984      6,595
                                                                    
   
           Earnings before cumulative effect
            of accounting change              15,342       14,991     10,311
   
           Cumulative  effect of accounting
            change                                 -            -       (370)
                                                                    
   
           Net earnings                   $   15,342  $    14,991 $    9,941
                                                                    
           Earnings per share before
            cumulative effect of
            accounting change             $     1.38  $      1.34 $      .92
   
           Cumulative effect per share of
            accounting change                      -            -       (.03)
                                                                    
   
           Net earnings per share         $     1.38  $      1.34 $      .89
                                                                    
    
           Weighted average common shares
            outstanding                   11,146,515   11,216,980 11,217,144
                                                                      
           The accompanying notes are a part of the consolidated financial 
           statements.
<PAGE>
           Skyline Corporation and Subsidiary Companies
   
           Consolidated Statement of Retained Earnings
           For the Years Ended May 31, 1995, 1994 and 1993
           Dollars in thousands except per share
   
                                                1995         1994       1993
   
           Balance at beginning of year   $  166,196  $   156,589 $  152,032
   
           Add net earnings                   15,342       14,991      9,941
   
           Less cash dividends paid (per
             share 1995, 1994 and 1993 -          
             - $.48)                           5,351        5,384      5,384  
                                                                    
   
           Balance at end of year         $  176,187  $   166,196 $  156,589
                                                                    
   

           The accompanying notes are a part of the consolidated financial 
           statements.

                                                     
<PAGE>
           Skyline Corporation and Subsidiary Companies

           Consolidated Statements of Cash Flows
           For the Years Ended May 31, 1995, 1994 and 1993
           Increase (Decrease) in Cash

           Dollars in Thousands
                                                 1995       1994       1993
           CASH FLOWS FROM OPERATING ACTIVITIES 
           Net earnings                       $15,342    $14,991    $ 9,941
                                                      
           Adjustments to reconcile net
            earnings to net cash provided by
            operating activities:
            Interest income earned on
              U.S. Treasury Bills and Notes    (5,474)    (5,434)    (5,454)
            Cumulative effect of
             accounting change                      -          -        370
            Depreciation                        3,404      2,879      2,685
            Amortization of discount or premium
              on U.S. Treasury Notes               (5)        13         22  
            (Gain) loss on sale of property,
              plant and equipment                  12         (7)      (745)
            Working capital items:
              Accounts receivable                (860)    (3,778)   (10,211)
              Inventories                         726     (4,807)    (1,038)
              Other current assets               (841)    (3,388)        33 
              Accounts payable, trade          (4,506)     4,796        358 
              Accrued liabilities               3,025      5,204      3,163 
              Income taxes payable             (1,092)     1,082       (133)
            Other assets                         (244)       322       (198)
           Other deferred liabilities             157        384        285
                                                     
           Total Adjustments                   (5,698)    (2,734)   (10,863)
                                           

           Net cash provided by (used in)
            operating activities                9,644     12,257       (922)
                                                     


           The accompanying notes are a part of the consolidated financial 
           statements.
<PAGE>
           Skyline Corporation and Subsidiary Companies

           Consolidated Statements of Cash Flows, continued
           For the Years Ended May 31, 1995, 1994 and 1993
           Increase (Decrease) in Cash

           Dollars in Thousands
                                                 1995      1994       1993
           CASH FLOWS FROM INVESTING ACTIVITIES
            Proceeds from sale or maturity
             of U.S. Treasury Bills            62,357    13,865     22,613
            Proceeds from maturity of
             U.S. Treasury Notes               30,000    30,000          - 
            Purchase of U.S. Treasury Bills   (82,779)  (16,593)   (14,327)
            Purchase of U.S. Treasury Notes         -   (29,728)         - 
            Interest received from
             U.S. Treasury Notes                4,635     5,151      5,155    
            Proceeds from sale of property,
             plant and equipment                   43        20      1,401
            Purchase of property, plant
             and equipment                    (16,385)   (8,090)    (4,134)
                                                     

           Net cash provided by (used in)
            investing activities               (2,129)   (5,375)    10,708
                                                     

           CASH FLOWS FROM FINANCING ACTIVITIES
            Cash dividends paid                (5,351)   (5,384)    (5,384)
            Purchase of treasury stock           (642)   (1,053)         - 
                               
            Net cash used in financing
             activities                        (5,993)   (6,437)    (5,384)
                                           
            Net increase in cash                1,522       445      4,402 
            Cash at beginning of year           9,232     8,787      4,385
                                                     
            Cash at end of year               $10,754   $ 9,232    $ 8,787
                                           


           The accompanying notes are a part of the consolidated financial 
           statements.
<PAGE>
           Skyline Corporation and Subsidiary Companies
       
           Notes to Consolidated Financial Statements    

           NOTE 1 Accounting Policies

           The following is a summary of the accounting policies which have a
           significant effect on the consolidated financial statements.

           Principles of consolidation -- The consolidated financial 
           statements include the accounts of Skyline Corporation and all of 
           its subsidiaries (Corporation), each of which is wholly-owned.

           Revenue recognition-- Substantially all of the Corporation's 
           products are made to order and are recorded as revenue upon 
           shipment.

           Consolidated statements of cash flows - For purposes of the 
           statements of cash flows, investments in treasury bills are 
           included as investing activities.  The Corporation's cash flows 
           from operating activities were reduced by income taxes paid of 
           $12.1 million, $9.9 million and $7.1 million in 1995, 1994 and 
           1993, respectively.

           Inventory valuation -- Inventories are stated at cost, which 
           includes the cost of raw materials, labor and overhead, determined 
           under the first-in, first-out method, which is not in excess of 
           market.

           Depreciation -- Depreciation is computed over the estimated useful
           lives of the assets for financial statement reporting and 
           accelerated methods are used for income tax purposes.

           Investments -- The Corporation invests in United States Government
           securities.  These securities are typically held until maturity or
           reasonable proximity to maturity and are therefore classified as 
           held-to-maturity and carried at amortized cost.  The following is 
           a summary of the securities (dollars in thousands):
                                                      
                                        Gross       Gross      Gross     Fair
                                    Amortized  Unrealized Unrealized   Market  
                                         Cost       Gains     Losses    Value 
           May 31, 1995                                       
           U.S. Treasury Bills         29,157          17          -   29,174
           U.S. Treasury Notes         59,917         238       (626)  59,529 
                                                         

           Total                       89,074         255       (626)  88,703
                                                         

           May 31, 1994                
           U.S. Treasury Bills          7,896           -          -    7,896
           U.S. Treasury Notes         89,912         433     (1,151)  89,194
                                                         

           Total                       97,808         433     (1,151)  97,090
                                              
   
           At May 31, 1995, the U.S. Treasury Bills mature within one year and 
           the U.S. Treasury Notes mature at various times from one to three 
           years.  The Corporation does not have any other financial 
           instruments which have market values differing from recorded 
           values.

<PAGE>
           Skyline Corporation and Subsidiary Companies

           Notes to Consolidated Financial Statements    

           NOTE 1 Accounting Policies, continued

           Warranty -- The Corporation provides a warranty on its products. 
           Estimated warranty costs are accrued at the time of sale.

           Income taxes -- The Corporation adopted Statement of Financial
           Accounting Standards No. 109, "Accounting For Income Taxes," 
           effective June 1, 1992.  The cumulative effect of this change in 
           accounting for income taxes on prior years was $370,000 or $.03 
           per share.  
       
           The difference between the Corporation's statutory federal income 
           tax rate and the effective income tax rate is due primarily to 
           state income taxes. 

           The Corporation's deferred tax assets consist primarily of 
           temporary differences in the basis of certain liabilities for 
           financial statement and tax return purposes and its deferred tax 
           liabilities are due to the use of accelerated depreciation methods 
           for tax purposes.  The amounts of such deferred tax items are not 
           significant individually or in the aggregate.  

           Impact of recently issued accounting standards-- The Corporation 
           has determined that the effects on the financial statements from 
           any recently issued Accounting Standards will not be material.

           NOTE 2 Contingencies

           The Corporation was contingently liable at May 31, 1995, under
           agreements to purchase repossessed units on floor plan financing 
           made by financial institutions to its customers.  Losses, if any, 
           would be the difference between repossession cost and the resale 
           value of the units.  There have been no material losses in past 
           years under these agreements and none are anticipated in the 
           future.

           The Corporation is a party to various pending legal proceedings in 
           the normal course of business.  Management believes that any losses
           resulting from such proceedings would not have a material adverse 
           effect on the Corporation's results of operations or financial 
           position.

           NOTE 3 Purchase of Treasury Stock   

           The Corporation's board of directors authorized the repurchase of 
           up to 1.2 million shares of common stock, or approximately ten 
           percent of the shares outstanding, effective December 16, 1993.  
           The purchases would be made in the open market, or in negotiated 
           transactions, at such times and at such prices as management may 
           decide.  During 1995 and 1994 the Corporation repurchased 36,600 
           and 59,900 shares respectively, at an aggregate average cost of 
           approximately $17.50 per share.

<PAGE>
           Skyline Corporation and Subsidiary Companies
       
           Notes to Consolidated Financial Statements   

           NOTE 4 Employee Benefits

           A) PROFIT SHARING PLANS

           The Corporation has two deferred profit sharing Plans which 
           together cover substantially all of its employees.  The Plans are 
           defined contribution plans to which the Corporation has the right 
           to modify, suspend or discontinue contributions.  For the years 
           ended May 31, 1995, 1994 and 1993, contributions to the Plans were 
           $2,425,000, $2,159,000 and $1,834,000, respectively.

           B) RETIREMENT AND DEATH BENEFIT PLANS

           The Corporation has entered into arrangements with certain 
           employees which provide for benefits to be paid to the employees' 
           estates in the event of death during active employment or 
           retirement benefits to be paid over 10 years beginning the date of 
           retirement.  To fund all such arrangements, the Corporation 
           purchased life insurance contracts on the covered employees.  The 
           present value of the principal cost of such arrangements is being 
           accrued over the period from the date of such arrangements to full 
           eligibility using a discount rate of 7.5% in 1995, 7.25% in 1994 
           and 8% in 1993. The change in the discount rate did not have a 
           significant impact on the financial statements.  The amount charged 
           to operations under these arrangements was $285,000 in fiscal 1995, 
           1994, and 1993.
<PAGE>
           Skyline Corporation and Subsidiary Companies
       
           Notes to Consolidated Financial Statements   

           NOTE 5 Industry Segment Information

           Dollars in thousands

                                             1995       1994       1993
           SALES
           Manufactured housing          $ 505,668  $ 441,422  $ 362,078
           Recreational vehicles           136,450    138,722    129,638
                                                      
           Total sales                   $ 642,118  $ 580,144  $ 491,716
                                                                         
           EARNINGS BEFORE INCOME TAXES
            OPERATING EARNINGS 
              Manufactured housing       $  23,551  $  18,106  $   9,357 
              Recreational vehicles            123      4,604      4,092 
              General corporate expenses    (3,789)    (3,483)     2,955)
                                                             
            Total operating earnings        19,885     19,227     10,494
            INTEREST INCOME                  5,827      5,741      5,667
            GAIN (LOSS) ON SALE OF PROPERTY, 
              PLANT AND EQUIPMENT              (12)         7        745 
                                                             
            Earnings before income taxes $  25,700  $  24,975  $  16,906
                                                             
                                          
           IDENTIFIABLE ASSETS
            OPERATING ASSETS
              Manufactured housing       $ 101,245  $  81,759  $  68,792
              Recreational vehicles         25,145     28,964     24,637
                                                             
            Total operating assets         126,390    110,723     93,429
         
            U.S. TREASURY BILLS             29,157      7,896      4,885

            U.S. TREASURY NOTES             59,917     89,912     90,197
                                                            
            Total assets                 $ 215,464  $ 208,531  $ 188,511 
                                                             
           DEPRECIATION
             Manufactured housing        $   2,773  $   2,332  $   2,162
             Recreational vehicles             631        547        523
                                                             
           Total depreciation            $   3,404  $   2,879  $   2,685
                                                             
           CAPITAL EXPENDITURES
             Manufactured housing        $  15,285  $   6,771    $ 2,824
             Recreational vehicles           1,100      1,319      1,310
                                                             
           Total capital expenditures    $  16,385  $   8,090    $ 4,134
                                                             
                                                             
           Operating earnings represent earnings before interest income, gain 
           on sale of property, plant and equipment and provision for income 
           taxes with non-traceable operating expenses being allocated to 
           industry segments based on percentage of sales.

           Identifiable assets, depreciation and capital expenditures, by 
           industry segment, are those items that are used in the operations 
           in each industry segment, with jointly used items being allocated 
           based on a percentage of sales.
<PAGE>

           Skyline Corporation and Subsidiary Companies

           Financial Summary By Quarter 

           Unaudited
           Dollars in thousands except per share

           1995              1st Qtr   2nd Qtr   3rd Qtr   4th Qtr   Year 
           Sales             $155,328  $164,475  $150,657  $171,658  $642,118  
           Gross profit        24,462    25,677    22,786    29,200   102,125
           Net earnings         4,026     4,047     2,581     4,688    15,342
           Earnings per share     .36       .36       .23       .42      1.38

           1994              1st Qtr   2nd Qtr   3rd Qtr   4th Qtr   Year   
           Sales             $136,167  $145,311  $130,732  $167,934  $580,144
           Gross profit        20,118    23,595    19,297    26,837    89,847
           Net earnings         3,001     4,273     2,440     5,277    14,991
           Earnings per share     .27       .38       .22       .47      1.34 



           Item  9. Changes in and Disagreements with Accountants on 
           Accounting and Financial Disclosure

           None

                                           PART III



           Item 10.  Executive Officers of the Registrant (Officers are         
                     elected annually) 

                          Name            Age           Position

                    Arthur J. Decio       64      Chairman of the Board and 
                                                    Chief Executive Officer

                    Ronald F. Kloska      61      Vice Chairman, Chief 
                                                    Administration Officer
                                                    and Secretary

                    William H. Murschel   50      President - Chief           
                                                    Operations Officer 
   
                    Terrence M. Decio     43      Senior Executive Vice         
                                                    President 

                    Donald A. Barrow      60      Vice President - Product
                                                    Design and Engineering

                    Joseph B. Fanchi      59      Vice President - Finance &
                                                    Treasurer and Chief     
                                                    Financial Officer

                    James R. Weigand      40      Corporate Controller
<PAGE>


                    Arthur J. Decio, Chairman of the Board and Chief Executive
                    Officer, has  been the Company's Chairman since its
                    incorporation in 1959.  Additionally, Mr. Decio was 
                    President and Chief Executive Officer of the  Company from
                    its incorporation until 1972.

                    Ronald F. Kloska, Vice Chairman, Chief Administration 
                    Officer and Secretary, joined the Company in 1963 as 
                    Treasurer.  He was elected Vice President and Treasurer 
                    in 1964, Executive Vice President in 1967, President in 
                    1974, Vice Chairman and Chief Administration Officer in 
                    1991, and Secretary in 1994.
   
                    William H. Murschel, President, joined the Company in 
                    1969.  He was elected Vice President in 1986, and 
                    President and Chief Operations Officer in 1991.
        
                    Terrence M. Decio, Senior Executive Vice President, joined 
                    the Company in 1973.  He was elected Vice President in 
                    1985, Senior Vice President in 1991, and Senior Executive 
                    Vice President in 1993.

                    Donald A. Barrow, Vice President, joined the Company in 
                    1969.  He was elected Vice President in 1973.

                    Joseph B. Fanchi, Vice President - Finance, joined the 
                    Company in 1979 and was elected Vice President - Finance 
                    and Chief Financial Officer in 1979.  He assumed the 
                    additional responsibility of Treasurer in 1984.

                    James R. Weigand, Corporate Controller, joined the 
                    Company in 1991 as Controller and was elected an officer 
                    in 1994.  Prior to joining the Company Mr. Weigand was the 
                    Manager of Financial Control and Planning for Sealed 
                    Power Corporation in Muskegon, Michigan from 1988 to 1991. 

                    Terrence M. Decio is the son of Arthur J. Decio.  No other
                    family relationship exists among any of the executive 
                    officers.



           Item 13. Certain Relationships and Related Transactions

                    None.<PAGE>


                                            PART IV


           Item 14. Exhibits, Financial Statement Schedules, and Reports on Form
                    8-K



                    (a)(1)  Financial Statements

                            Financial statements for the Corporation are 
                            listed in the index under Item 8 of this document.


                    (a)(2)  Index to Exhibits

                            Exhibits (Numbered according to Item 601 of
                            Regulation S-K, Exhibit Table)

                       (3)  Articles of Incorporation.
 
                      (21)  Subsidiaries of the Registrant.

                      (27)  Financial Data Schedules
      

                    (b)     Reports on Form 8K

                            No reports on Form 8K were filed during the 
                            quarter ended May 31, 1995.
                            
           <PAGE>
SIGNATURES
         
            Pursuant to the requirements of Section 13 or 15(d) of the 
            Securities Exchange Act of 1934, the Registrant has duly caused 
            this report to be signed on its behalf by the undersigned, 
            thereunto duly authorized.

                                                        SKYLINE CORPORATION    
                                                   Registrant


           DATE: July 20, 1995                BY:                              
                                                   Ronald F. Kloska, Vice
                                                   Chairman, Chief 
                                                   Administration Officer, 
                                                   Secretary and Director

           Pursuant to the requirements of the Securities Exchange Act of 1934, 
           this report has been signed below by the following persons on 
           behalf of the Registrant and in the capacities and on the dates 
           indicated.


           DATE: July 20, 1995                BY:                               
                                                   Arthur J. Decio, Chairman 
                                                   of the Board and Chief 
                                                   Executive Officer

           DATE: July 20, 1995                BY:                               
                                                   William H. Murschel, 
                                                   President and Chief 
                                                   Operations Officer and 
                                                   Director

           DATE: July 20, 1995                BY:                               
                                                   Terrence M. Decio,  Senior
                                                   Executive Vice President 
                                                   and Director

           DATE: July 20, 1995                BY:                               
                                                   Joseph B. Fanchi, Vice 
                                                   President - Finance & 
                                                   Treasurer and Chief 
                                                   Financial Officer

           DATE: July 20, 1995                BY:                               
                                                   Jerry Hammes, Director

           DATE: July 20, 1995                BY:                               
                                                   William H. Lawson, Director

           DATE: July 20, 1995                BY:                               
                                                   David Link, Director

           DATE: July 20, 1995                BY:                               
                                                   Andrew J. McKenna, Director

           DATE: July 20, 1995                BY:                               
                                                   V. Dale Swikert, Director
                                   
           DATE: July 20, 1995                BY:                               
                                                   James R. Weigand, Corporate
                                                   Controller<PAGE>
  
 
                      EXHIBIT (3)

                Articles of Incorporation


              ARTICLES OF INCORPORATION
                         OF
                 SKYLINE HOMES, INC.

     The undersigned incorporators, desiring to form a corporation
(hereinafter referred to as the "Corporation") pursuant to the provisions
of The Indiana General Corporation Act, as amended (hereinafter
referred to as the "Act"), execute the following Articles of
Incorporation.

                      ARTICLE I
                        Name

     The name of the Corporation is Skyline Homes, Inc.

                     ARTICLE II
                      Purposes

     The purposes for which the Corporation is formed are:

     A.   To manufacture, build, construct, make and repair house
trailers and cargo trailers, and parts for same; to buy, sell, trade and
exchange, and to otherwise deal in new and used house trailers and
cargo trailers, at wholesale and at retail; and to do any and all things
legal, necessary or proper to be done for the successful conduct of the
business herein contemplated and incident to said business.

     B.   To make, construct, and build materials for the
construction, alteration, or repair of any and all classes of dwelling
houses, garages, outbuildings, farm buildings, commercial and
industrial buildings, and improvements of any kind and nature
whatsoever; to make, construct and build any and all classes of
cabinets, and ready-cut and pre-fabricated housing and building
materials and products.

     C.   To conduct and carry on the business of builders and
contractors for the purpose of building, erecting, constructing, altering,
repairing or doing any other work in connection with any and all
classes of dwelling houses, garages, out-buildings, farm buildings,
commercial and industrial buildings, and improvements of any kind and
nature whatsoever, including the locating, laying out and constructing
of roads, avenues, docks, slips, sewers, bridges, wells, walls and all
classes of buildings, erections, and works, both public and private, or
integral parts thereof.

     D.   To buy, sell, trade and deal in, at wholesale and retail,
any and all kinds of new and second-hand building materials, and
products.


     E.   To acquire, purchase, own, lease and operate, and to sell,
lease or otherwise dispose of any and all machinery, appliances and
equipment necessary, convenient or incident to the conduct of the
construction business.

     F.   To acquire, purchase, own, sell and lease real estate.

     G.   To pay for any property, real or personal, this corporation
may acquire or purchase, with shares of the capital stock, bonds or
other obligations or securities of this corporation, or to issue its shares
of stock in exchange therefor.

     H.   The foregoing clauses shall be construed as powers, as
well as purposes, and the matters expressed in each clause shall, except
if otherwise provided, be in no wise limited by reference to, or
inference from, the terms of any other clause, but shall be regarded as
independent powers and purposes; and the enumeration of specific
powers and purposes shall not be construed to limit or restrict in any
manner the meaning of the general terms or the general powers of the
corporation; nor shall the expressing of one thing be deemed to exclude
another not expressed; although it be of like nature.

     I.   The corporation shall be authorized to exercise and enjoy
all other powers, rights and privileges, granted by an Act of the General
Assembly of the State of Indiana, entitled "The Indiana General
Corporation Act", approved March 16, 1929, to corporations organized
thereunder, and all the powers conferred by all acts heretofore or
hereafter amendatory of, or supplemental to, the said Act or the said
laws; and the enumeration of certain powers as herein specified, is not
intended as exclusive of, or as a waiver of, any of the powers, rights or
privileges granted or conferred by said Act or the said laws now or
hereafter in force; provided, however, that the corporation shall not, in
any State, carry on any business or exercise any powers, which a
corporation organized under the laws thereof could not carry on and
exercise.

                     ARTICLE III
                  Term of Existence

     The period during which the Corporation shall continue is
perpetual.

                     ARTICLE IV
         Principal Office and Resident Agent

     The post-office address of the principal office of the Corporation
is 2520 By-Pass Road, Elkhart, Indiana; and the name and post-office
address of its Resident Agent in charge of such office is J. Arthur
Decio, Jr., 2520 By-Pass Road, Elkhart, Indiana.



                      ARTICLE V
               Amount of Capital Stock

     The total number of shares into which the authorized capital
stock of the Corporation is divided is Ten Thousand (10,000) shares
consisting of 10,000 shares with the par value of $10.00 per share, and
No shares without par value.

                     ARTICLE VI
               Terms of Capital Stock

     The authorized capital stock of this corporation shall consist of
10,000 shares of common stock, with a par value of $10.00 per share,
all of one and the same class, with equal rights, privileges, powers,
obligations, liabilities, duties and restrictions.

                     ARTICLE VII
           Voting Rights of Capital Stock

     All common shareholders of this corporation shall be entitled to
one vote for each share standing in their names on the books of the
corporation ten (10) days before the date fixed for holding any special
or regular meeting of shareholders.

                    ARTICLE VIII
                   Paid-in Capital

     The amount of paid-in capital, with which the Corporation is
beginning business, is $100,00.00.

                     ARTICLE IX
              Data Respecting Directors

     Section 1.  Number.
     The number of directors of this corporation shall be five.

     Section 2.  Qualifications.
     Directors need not be shareholders of the Corporation.  A
majority of the Directors at any time shall be citizens of the United
States.

                      ARTICLE X
          Further Data Respecting Directors

     Section 1.  Names and Post-Office Addresses.
     The names and post-office addresses of the first Board of
Directors of the Corporation are as follows:

Name      Number and Street or Building City Zone State
Julius A. Decio, Sr., 122 Miami Avenue, Elkhart, Indiana
J. Arthur Decio, Jr., 2520 By-Pass Road, Elkhart, Indiana
Frank A. Vite, 3503 Gordon Road, Elkhart, Indiana
Richard M. Treckelo, 1200 Worthmore Avenue, Elkhart, Indiana
Michael DiVietro, 908 West Grove Street, Mishawaka, Indiana

     Section 2.  Citizenship.
     All of such Directors are citizens of the United States.

                     ARTICLE XI
            Data Respecting Incorporators

     Section 1.  Names and Post-Office Addresses.
     The names and post-office addresses of the incorporators of the
Corporation are as follows:

Name      Number and Street or Building City Zone State
J. Arthur Decio, Jr., 2520 By-Pass Road, Elkhart, Indiana
Frank A. Vite, 3503 Gordon Road, Elkhart, Indiana
Michael DiVietro, 908 West Grove Street, Mishawaka, Indiana

     Section 2.  Age and Citizenship.
     All of such incorporators are of lawful age; and all of such
incorporators are citizens of the United States.

     Section 3.  Compliance with Provisions of Sections 15 and 16
of the Act.
     The undersigned incorporators hereby certify that the person or
persons intending to form the Corporation first caused lists for
subscriptions to the shares of the capital stock of the Corporation to be
opened at such time and place as he or they determined; when such
subscriptions had been obtained in an amount not less than $1,000,
such person or persons, or a majority of them, called a meeting of such
subscribers for the purpose of designating the incorporators and of
electing the first Board of Directors; the incorporators so designated are
those named in Section 1 of this Article; and the Directors so elected
are those named in Section 1 of Article X.

                     ARTICLE XII
      Provisions for Regulation of Business and
          Conduct of Affairs of Corporation

     A.   The shareholders shall have preemptive rights to
subscribe to or purchase any additional issues of shares of the capital
stock of the corporation of any class, and any shares of the corporation
purchased or acquired by the corporation and not cancelled, but held as
Treasury Stock.

     B.   The consideration for the issuance of shares of the capital
stock of this corporation may be paid, in whole or in part, in money, in
other property, tangible or intangible, or in labor actually performed
for, or services actually rendered to the corporation, and when such
consideration has been received by the corporation for such shares,
such shares shall be deemed fully paid and not liable to any further call
or assessment, and the holder thereof shall not be liable for any further
payment therefor, or on account thereof.

     C.   The Board of Directors shall make, alter, amend or repeal
by-laws for the government and regulation of the affairs of the
corporation.

     D.   This corporation shall have power to carry on and
conduct its said business or any part thereof, and to have one or more
offices in the State of Indiana, and in the various other States,
territories, colonies and dependencies of the United States, in the
District of Columbia, and in all or any foreign countries; and to
acquire, own, hold and use, and to lease, mortgage, pledge, sell, convey
or otherwise dispose of property, real and/or personal, tangible and/or
intangible, out of this State.

     E.   The owner of any share of common stock of this
corporation, the personal representative, executor or administrator of
any deceased owner of such stock, the grantee or assignee of any share
or shares of stock of this corporation sold on execution, attachment or
under order of any court, or in bankruptcy or receivership proceedings,
who shall be desirous of selling any of his shares of stock in this
corporation, shall have no right, power or authority to sell such share
or shares and shall not be entitled to have such shares transferred on the
records of the corporation, until he shall first offer, in writing, to sell
such share or shares to this corporation.  This corporation shall have
thirty (30) days thereafter within which to purchase said shares from
such shareholder, and pay in cash to such shareholder the book value
of said stock as fixed and determined by the last audit report for the
corporation.  Upon the election of said corporation to purchase said
stock at book value as herein fixed and determined, the certificate
evidencing such share or shares shall be assigned to the corporation by
such shareholder and the corporation shall pay to such shareholder, in
cash, the book value of such share or shares as herein determined.  Any
share or shares so purchased by the corporation shall become treasury
stock of the corporation.  If the corporation does not elect to purchase
such stock as herein provided, then such stock may be sold to any other
person, firm or corporation.

     IN WITNESS WHEREOF, the undersigned, being all of the
incorporators designated in Article XI, execute these Articles of
Incorporation and certify to the truth of the facts herein stated, this 27th
day of May, 1959.


                                        /s/ J. Arthur Decio, Jr.
                                        (Written Signature)

                                        J. Arthur Decio,Jr.
                                        (Printed Signature)

                                        /s/ Frank A. Vite
                                        (Written Signature)

                                        Frank A. Vite
                                        (Printed Signature)

                                        /s/ Michael DiVietro
                                        (Written Signature)

                                        Michael DiVietro
                                        (Printed Signature)
STATE OF INDIANA         )
)  SS: COUNTY OF ELKHART   )

     I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify
that J. Arthur Decio, Jr., Frank A. Vite and Michael DiVietro, being all
of the incorporators referred to in Article XI of the foregoing Articles
of Incorporation, personally appeared before me; acknowledged the
execution thereof; and swore to the truth of the facts therein stated.

     WITNESS my hand and Notarial Seal this 27th day of May,
1959.

                                        /s/ Alice M. Hunter
                                        (Written Signature)

                                        Alice M. Hunter
                                        (Printed Signature)
                                        Notary Public
My commission expires
May 16, 1960<PAGE>
                ARTICLES OF AMENDMENT
                       OF THE
              ARTICLES OF INCORPORATION
                         OF
                 SKYLINE HOMES, INC.

     The undersigned officers of SKYLINE HOMES, INC.
(hereinafter referred to as the "Corporation"), existing pursuant to the
provisions of the Indiana General Corporation Act, as amended
(hereinafter referred to as the "Act"), desiring to give notice of
corporate action effectuating amendment of certain individual Articles
of its Articles of Incorporation, certify the following facts:

                    SUBDIVISION A
                   THE AMENDMENTS

     The exact texts of Articles V, VI, VII, IX and XII of the Articles
of Incorporation of the Corporation, as amended (hereinafter referred
to as "The Amendments"), now are as follows:

                      ARTICLE V
               Amount of Capital Stock

     The total number of shares into which the authorized capital
stock of the Corporation is divided is hereby changed from 10,000
shares, consisting of 10,000 shares of Common Stock with a par value
of $10.00 per share, to 615,000 shares, consisting of 500,000 shares of
Class A Common Stock and 115,000 shares of Class B Common Stock,
each such class having a par value of $1.00 per share.

     At the time and date that these Amendments shall become
effective each one of the 10,000 shares of Common Stock, par value of
$10.00 per share, of the Corporation issued and outstanding
immediately prior to such effectiveness shall become and be, without
further action by the Corporation or its shareholders, ten shares of
Class B Common Stock of the Corporation, authorized by these
Amendments.  After the said effective date, the holders of shares of the
Corporation's Common Stock, par value of $10.00 per share, shall have
the right to surrender the certificates representing such shares to the
Corporation or to any Transfer Agent for the Class B Common Stock
and receive duly executed certificates representing the equivalent
number of shares of said Class B Common Stock.

     Upon the occurrence of either of the events described in
Subsections (1) and (2) of Section E of the following Article VI, each
one of the then authorized shares of Class A and Class B Common
Stock, whether unissued, issued and outstanding or held in the treasury
of the Corporation, shall ipso facto become and be, without further
action by the Corporation or its shareholders, one share of Common
Stock with the par value of $1.00 per share, and the holders of shares
of the Class A or Class B Common Stock, shall have the right to
surrender the certificates representing such shares to the Corporation
or to any Transfer Agent for the Common Stock, par value of $1.00 per
share, and receive duly executed certificates representing an equal
number of shares of said Common Stock, par value of $1.00 per share.

                     ARTICLE VI
               Terms of Capital Stock

     The preferences, qualifications, restrictions, limitations and
special or relative rights and powers of the shares of Class A and Class
B Common Stock are as follows:

     A.   Such dividends as may be determined by the Board of
Directors may be paid on the Class A and Class B Common Stock, at
any time and from time to time, out of the assets of the Corporation
available for dividends under the laws of the State of Indiana, subject
to the following limitations and not otherwise, to-wit:  (i) no dividend
payable in shares of Class A Common Stock shall be declared on the
Class B Common Stock and no dividend payable in shares of Class B
Common Stock shall be declared on the Class A Common Stock; (ii)
dividends payable in shares of the same class may, from time to time,
be declared on either the Class A or Class B Common Stock, provided
that a dividend payable in shares of the other class, at the same time
and at the same rate per share, is simultaneously declared on such other
class; (iii) dividends payable otherwise than in shares of Class B
Common Stock may in any calendar year be declared on the Class B
Common Stock, provided that the amount of such dividend, together
with any dividends, theretofore, in the same calendar year, declared on
such stock, does not exceed, on a per share basis, one-half of the
amount of any dividend on the Class A Common Stock which is
declared simultaneously with, and payable at the same time as, the
dividend declared on the Class B Common Stock, plus the amount of
all dividends theretofore, in the same calendar year, declared on the
Class A Common Stock.

     B.   In the event of dissolution, liquidation or winding up of
the Corporation, whether voluntary or involuntary, any assets of the
Corporation in excess of its liabilities shall be distributed in the
following order:

          (1). Assets of a value equal to an amount found by
multiplying $15.00  times the number of shares of the Class A
Common Stock then outstanding (provided that, if the number of such
outstanding shares has been changed by  reason of stock dividends,
split-ups, consolidations or other reclassifications occurring at any
time subsequent to the effective date of these Amendments, then,
assets of a value equal to an amount found by multiplying
$15.00 times the number  of shares of the Class A Common Stock
that would be outstanding by for such   stock dividends, split-ups,
consolidations or other reclassifications) shall be distributed to
the holders of the Class A Common Stock in accordance with the
number of such shares held by each; and then

          (2). Assets of a value equal to an amount found by
multiplying $15.00  times the number of shares of Class B Common
Stock then outstanding (subject to the same proviso applicable
to the outstanding shares of Class A Common Stock) shall be
distributed to the holders thereof in accordance with the number of
shares held by each; and then

          (3). The assets remaining shall be distributed among
the holders of both the Class A and Class B Common Stock, on a
share for share basis, without preference or distinction as to class.

If in making any distribution under subparagraphs 1 and 2 above, the
net or remaining assets of the Corporation shall be insufficient to
permit a distribution of the full amount provided for in either of such
subparagraphs, all of the assets shall be distributed to the holders of the
class of stock specified in such subparagraph on a share for share basis.

     C.   On January 1, 1963, and again on January 1, 1964,
38,333 shares (on a cumulative basis) of Class B Common Stock, (or,
in case of changes in the number of outstanding shares of Class B
Common Stock because of stock dividends, split-ups, consolidations or
other re-classifications occurring at any time subsequent to the effective
date of these Amendments, such number as would equal 38,333 shares
of Class B Common Stock but for such stock dividends, split-ups,
consolidations or other reclassifications), to be chosen as hereinafter
provided (and on January 1, 1965, the balance of all shares of Class B
Common Stock outstanding on, or issued after, that date), shall become
convertible, at the option of the holders thereof and upon surrender to
the Corporation or to any Transfer Agent of the Class A Common
Stock of the certificate for the shares so to be converted, into fully paid
and non-assessable shares of Class A Common Stock at the rate of one
share of Class A Common Stock for each share of Class B Common
Stock tendered for conversion.  Upon such conversion of any shares of
Class B Common Stock into shares of Class A Common Stock no
allowance or adjustment shall be made for dividends on either class of
stock.

     The particular shares of Class B Common Stock at the time
outstanding which are to become eligible for conversion into Class A
Common Stock on January 1, 1963, and 1964 shall be fixed and
identified from time to time by resolution or resolutions of the Board
of Directors on a substantially pro-rata basis between the holders at
such times of the outstanding Class B Common Stock, and a certified
copy of each such resolution or resolutions shall be forthwith delivered
by the Corporation to the Transfer Agent for the Class A Common
Stock.

     The Corporation shall at all times reserve and keep available out
of its authorized but unissued shares of Class A Common Stock the full
number of shares of Class A Common Stock deliverable upon the
conversion of all shares of Class B Common Stock, from time to time
outstanding.

     Shares of Class B Common Stock which have been converted
into shares of Class A Common Stock, as herein provided, shall not be
re-issued but shall be cancelled in accordance with the provisions of the
laws of the State of Indiana.

     D.   The Corporation shall not declare a split-up,
consolidation or other re-classification of either the Class A or Class B
Common Stock into a different number of shares of such class, unless
it simultaneously declares a split-up, consolidation or other re-
classification, as the case may be, of the other class into a different
number of shares at the same rate per share.

     E.   In the event that:

          (1). Mr. Arthur J. Decio shall cease to act on a full
time basis as the   principal executive officer of the Corporation
(except for such reasonable and ordinary interruptions of a temporary
nature as may occur by reason of illness or like causes) whether
such cessation is due to the termination of his employment by
the Corporation, by his own act, because of his death or
permanent disability, or for any other reason whatsoever; or

          (2). The amount of outstanding shares of Class B
Common Stock shall be reduced in number to less than 50,000
shares, or, in case of changes in the number of outstanding shares
of Class B Common Stock because of stock dividends, split-ups,
consolidations or other re-classifications occurring at any time
subsequent to  the effective date of this Amendment, then to less
than such number as would equal 50,000 shares of Class B
Common Stock, but for such stock dividends, split-ups,      
consolidations or other re-classifications;

then, upon the occurrence of either of such events, each one of the then
authorized shares of Class A and Class B Common Stock, whether
unissued, issued and outstanding, or held in the treasury of the
Corporation, shall ipso facto become and be, without further action of
the Corporation or its stockholders, one share of Common Stock, with
a par value of $1.00 per share, and all such shares shall be of one and
the same class, with equal and identical rights, privileges, powers,
obligations, restrictions and voting rights, and all distinctions in regard
to preference, qualifications, restrictions, limitations and special or
relative rights or powers theretofore applicable to the Class A and Class
B Common Stock, described in this Article VI and the following Article
VII, shall cease to exist.

     F.   No stockholder of the Corporation of any class, shall
have a preemptive right to purchase, subscribe for, or take any part of
any stock or any part of any notes, debentures, bonds or other
securities, whether or not convertible into, or carrying options or
warrants to purchase, stock of this corporation hereafter issued,
optioned or sold by it.

                     ARTICLE VII
           Voting Rights of Capital Stock

     A.   All holders of record of any class or classes of stock of
the Corporation shall be entitled to one vote for each share of such
class or classes so held, upon any question presented at a regular or
special meeting of shareholders.

     At any election of directors held prior to the occurrence of either
of the events described in Subsection (1) and (2) of Section E of the
preceding Article VI, the record holders of the Class B Common Stock
shall have the right to elect such number of the directors as will
constitute two-thirds in number of the full Board of Directors of the
Corporation, and if the number of places on the full Board of Directors
is not divisible by three, then the holders of the Class B Common Stock
shall have the right to elect the smallest number of directors sufficient
to constitute more than two-thirds in number of such full Board of
Directors (the directors so elected to be known as Class B Directors),
and the record holders of the Class A Common Stock shall have the
right to elect the remaining number of directors to be elected at such
meeting (the directors so elected to be known as Class A Directors). 
All such Directors shall be elected by a majority vote of the record
holders of the Class A or Class B Common Stock, as the case may be,
each such holder having one vote for each share of stock of such class
so held.  If the office of any Class A or Class B Director becomes
vacant by reason of death, resignation, retirement, disqualification,
removal from office or otherwise, a majority of the remaining Class A
or Class B Directors, as the case may be, shall choose a successor who
shall hold office for the unexpired term to which such vacancy
occurred, or until the next election of directors.  Notwithstanding the
foregoing if prior to the issuance of any shares of Class A Common
Stock, any vacancies shall occur on the Board of Directors because of
an increase in the number of Directors of the Corporation, then each
such vacancy shall be filled by a majority vote of the record holders of
the Class B Common Stock, each such holder having one vote for each
share of such stock so held, and after such election, each Director so
elected shall be designated as either a Class A or Class B Director by
a majority vote of the such holders of Class B Common Stock.

     At any election of Directors held subsequent to the occurrence
of either of the aforesaid events, each Director shall be elected by a
majority vote of the record holders of all class or classes of stock of this
Corporation, without distinction as to class, each such holder having
one vote for each share of stock of such class or classes so held.

     The shareholders shall at no time have the right to accumulate
their votes and distribute them among the candidates for election to the
Board of Directors.

     B.   Until the occurrence of either of the events described in
Subsections (1) and (2) of Section E of the preceding Article VI, the
Corporation shall not amend, alter, change, add to, or repeal any of the
provisions of the preceding Articles V or VI or of this Article VII or
enter into any agreements of merger or consolidation, or take any action
with respect to the Class A Common Stock, other than the declaration
or payment of any cash dividend or dividends thereon, which action, in
the opinion of the Board of Directors of the Corporation, would
materially and adversely affect the conversion rights of the Class B
Common Stock as set forth in Section C of the preceding Article VI,
without the affirmative vote or consent of the holders of at least two-
thirds of the Class A Common Stock at the time outstanding, voting as
a class, and at least one-half of the Class B Common Stock at the time
outstanding, voting as a class, given in person or by proxy, either in
writing or, by resolution adopted at a duly called meeting of
shareholders; and after the occurrence of either of such events
described in Subsections (1) and (2) of Section E of the preceding
Article VI, the Corporation shall not amend, alter, change, add to, or
repeal any of the provisions of the preceding Article V or VI of this
Article VII or enter into an agreement of merger or consolidation,
without the affirmative vote or consent os the holders of at least two-
thirds of the Common Stock, par value of $1.00 per share, at the time
outstanding, given in person or by proxy, either in writing, or by
resolution adopted at a duly called meeting of shareholders.

                     ARTICLE IX
              Data Respecting Directors
                     I.  Number

     The Corporation shall have such number of directors as shall be
specified in the By-Laws, but in no event shall such number be less
than three nor more than nine.

                 2.  Qualifications

     Directors need not be shareholders of the Corporation.  A
majority of the Directors at any time shall be citizens of the United
States.

                     ARTICLE XII
      Provisions for Regulation of Business and
          Conduct of Affairs of Corporation

     A.   The Board of Directors shall have the power, without the
consent or vote of the stockholders, to make, alter, amend, change, add
to, or repeal the By-Laws of the Corporation.

     B.   The Corporation shall have the power to carry on and
conduct its business or any part thereof, and to have one or more
offices, in the State of Indiana, and in all other states, territories,
colonies and dependencies of the United States, in the District of
Columbia and in all or any foreign countries throughout the world; and
to acquire, own, hold or use and to lease, mortgage, pledge, sell,
convey or otherwise dispose of property, real and/or personal, tangible
and/or intangible, either within or outside of the State of Indiana.

                    SUBDIVISION B
             MANNER OF ADOPTION AND VOTE
               1.  Action by Directors

     The Board of Directors of the Corporation, at a meeting thereof,
duly called, constituted and held on April 1, 1960, at which a quorum
of such Board of Directors was present, duly adopted a resolution
proposing to the Shareholders of the Corporation entitled to vote in
respect of the Amendments that the provisions and terms of Articles V,
VI, VII, IX and XII of its Articles of Incorporation be amended so as
to read as set forth in The Amendments; and called a meeting of such
Shareholders, to be held April 11, 1960, to adopt or reject the
Amendments.

             2.  Action by Shareholders

     The Shareholders of the Corporation entitled to vote in respect
of The Amendments, at a meeting thereof, duly called, constituted and
held on April 11, 1960, at which the holders of 10,000 shares of the
Corporation's Common Stock, par value of $10.00 per share, were
present in person or by proxy, adopted The Amendments.

     The number of shares entitled to vote in respect of The
Amendments, the number of shares voted in favor of the adoption of
The Amendments, and the number of shares voted against such
adoption are as follows:  10,000 shares of the Corporation's Common
Stock, par value $10.00 per share were entitled to vote in respect of
The Amendments and all such shares were voted in favor of the
adoption of the Amendments.

       3.  Compliance with Legal Requirements

     The manner of the adoption of The Amendments, and the vote
by which they were adopted, constitute full legal compliance with the
provisions of the Act, the Articles of Incorporation, and the By-Laws
of the Corporation.

                    SUBDIVISION C
       STATEMENT OF CHANGES MADE WITH RESPECT
                       TO THE
            SHARES HERETOFORE AUTHORIZED

     At the time and date that The Amendments shall become
effective the authorized capital stock of this Corporation, which, prior
to such effectiveness was divided into 10,000 shares of Common Stock
with a par value of $10.00 per share, shall be changed to the Class A
and Class B Common Stock authorized by The Amendments, and each
one of the 10,000 shares of Common Stock, par value of $10.00 per
share, of the Corporation issued and outstanding immediately prior to
such effectiveness shall become and be, without further action by the
Corporation or its Shareholders, ten shares of Class B Common Stock
of the Corporation.  After the said effective date, the holders of shares
of the Corporation's Common Stock, par value of $10.00 per share,
shall have the right to surrender the certificates representing such
shares to the Corporation or to any Transfer Agent for the Class B
Common Stock and receive duly executed certificates representing the
equivalent number of shares of the said Class B Common Stock.

     IN WITNESS WHEREOF, the undersigned officers execute
these Articles of Amendment of the Articles of Incorporation of the
Corporation, and certify to the truth of the facts herein stated, this 11th
day of April, 1960.


                                        /s/ Arthur J. Decio
                                        (Written Signature)

                                        Arthur J. Decio
                                        (Printed Signature)

                                        President of Skyline Homes, Inc.
                                        (Name of Corporation)

                                        /s/ Richard M. Treckelo
                                        (Written Signature)

                                        Richard M. Treckelo
                                        (Printed Signature)

                                        Secretary of
                                        Skyline Homes, Inc.
                                        (Name of Corporation)<PAGE>
STATE OF INDIANA         )
                         )  SS:
COUNTY OF ELKHART   )

     I, the undersigned, a Notary Public duly commissioned to take
acknowledgements and administer oaths in the State of Indiana, certify
that ARTHUR J. DECIO, the President, and RICHARD M.
TRECKELO, the Secretary, of Skyline Homes, Inc., the officers
executing the foregoing Articles of Amendment of Articles of
Incorporation, personally appeared before me; acknowledged the
execution thereof; and swore to the truth of the facts therein stated.

     WITNESS my hand and Notarial Seal this 11th day of April,
1960.


                                        /s/ Alice M. Hunter
                                        (Written Signature)

                                        Alice M. Hunter
                                        (Printed Signature)
                                        Notary Public

My commission expires:
May 16, 1960<PAGE>
                ARTICLES OF AMENDMENT
                       OF THE
              ARTICLES OF INCORPORATION
                         OF
                 SKYLINE HOMES, INC.

     The undersigned officers of SKYLINE HOMES, INC.
(hereinafter referred to as the "Corporation"), existing pursuant to the
provisions of the Indiana General Corporation Act, as amended
(hereinafter referred to as the "Act"), desiring to give notice of
corporate action effectuating amendment of certain individual Articles
of its Articles of Incorporation, certify the following facts:

                    SUBDIVISION A
                   THE AMENDMENTS

     The exact texts of Articles V, VI, VII, IX and XII of the Articles
of Incorporation of the Corporation, as amended (hereinafter referred
to as "The Amendments"), now are as follows:

                      ARTICLE V
               Amount of Capital Stock

     The total number of shares into which the authorized capital
stock of the Corporation is divided is hereby changed from 615,000
shares, consisting of 500,000 shares of Class A Common Stock and
115,000 shares of Class B Common Stock, each such class having a par
value of $1.00 per share, to 915,000 shares, consisting of 695,000
shares of Class A Common Stock and 220,000 shares of Class B
Common Stock, each such class having a par value of $.50 per share.

     At the close of business on the date that these Amendments shall
become effective, each share of Class A Common Stock, par value
$1.00 per share, of the Corporation issued and outstanding immediately
prior to the close of business on said effective date, shall be exchanged
for two shares of Class A Common Stock, par value 50 cents per share,
of the Corporation.

     At the close of business on the date that these Amendments shall
become effective, each share of Class B Common Stock, par value
$1.00 per share, of the Corporation issued and outstanding immediately
prior to the close of business on said effective date, shall be exchanged
for two shares of Class B Common Stock, par value 50 cents per share,
of the Corporation.

     Such exchange and conversion will be accomplished as follows: 
At the close of business on said effective date, each stock certificate
issued and outstanding prior to the close of business on the date that
these Amendments shall become effective, shall, without further action
by the Corporation or its shareholders, automatically be converted to
a certificate for a like number of shares of Common Stock of the same
class of 50 cents par value per share in partial exchange for the $1.00
par value Common Stock, and the Corporation or any Transfer Agent
for said Classes of Stock shall issue to each shareholder another stock
certificate for a like number of new shares of 50 cents par value
Common Stock of the same class to complete said exchange and
conversion.

     Upon the occurrence of either of the events described in
Subsections (1) and (2) of Section E of the following Article VI, each
one of the then authorized shares of Class A and Class B Common
Stock, whether unissued, issued and outstanding or held in the treasury
of the Corporation, shall ipso facto become and be, without further
action by the Corporation or its shareholders, one share of Common
Stock with the par value of 50 cents per share, and the holders of shares
of the Class A or Class B Common Stock, shall have the right to
surrender the certificates representing such shares to the Corporation
or to any Transfer Agent for the Common Stock, par value of 50 cents
per share, and receive duly executed certificates representing an equal
number of shares of said Common Stock, par value of 50 cents per
share.

                     ARTICLE VI
               Terms of Capital Stock

     The preferences, qualifications, restrictions, limitations and
special or relative rights and powers of the shares of Class A and Class
B Common Stock are as follows:

     A.   Such dividends as may be determined by the Board of
Directors may be paid on the Class A and Class B Common Stock, at
any time and from time to time, out of the assets of the Corporation
available for dividends under the laws of the State of Indiana, subject
to the following limitations and not otherwise, to-wit:  (i) no dividend
payable in shares of Class A Common Stock shall be declared on the
Class B Common Stock and no dividend payable in shares of Class B
Common Stock shall be declared on the Class A Common Stock; (ii)
dividends payable in shares of the same class may, from time to time,
be declared on either the Class A or Class B Common Stock, provided
that a dividend payable in shares of the other class, at the same time
and at the same rate per share, is simultaneously declared on such other
class; (iii) dividends payable otherwise than in shares of Class B
Common Stock may in any calendar year be declared on the Class B
Common Stock, provided that the amount of such dividend, together
with any dividends, theretofore, in the same calendar year, declared on
such stock, does not exceed, on a per share basis, one-half of the
amount of any dividend on the Class A Common Stock which is
declared simultaneously with, and payable at the same time as, the
dividend declared on the Class B Common Stock, plus the amount of
all dividends theretofore, in the same calendar year, declared on the
Class A Common Stock.

     B.   In the event of dissolution, liquidation or winding up of
the Corporation, whether voluntary or involuntary, any assets of the
Corporation in excess of its liabilities shall be distributed in the
following order:

          (1). Assets of a value equal to an amount found by
multiplying $7.50   times the number of shares of the Class A
Common Stock then outstanding (provided that, if the number of such
outstanding shares has been changed by  reason of stock dividends,
split-ups, consolidations, or other reclassifications  occurring at any
time subsequent to the effective date of these Amendments, then,
assets of a value equal to an amount found by multiplying $7.50
times the number of shares of the Class A Common Stock that would
be outstanding but for such stock dividends, split-ups,
consolidations or other reclassifications) shall be distributed to
the holders of the Class A Common Stock in accordance with the
number of such shares held by each; and then

          (2). Assets of a value equal to an amount found by
multiplying $7.50 times the number of shares of Class B Common
Stock then outstanding (subject to the same proviso applicable
to the outstanding shares of Class A Common Stock) shall be
distributed to the holders thereof in accordance with the number of
shares held by each; and then

          (3). The assets remaining shall be distributed among
the holders of both the Class A and Class B Common Stock, on a
share for share basis, without preference or distinction as to class.

If in making any distributions under subparagraphs 1 and 2 above, the
net or remaining assets of the Corporation shall be insufficient to
permit a distribution of the full amount provided for in either of such
subparagraphs, all of the assets shall be distributed to the holders of the
class of stock specified in such subparagraph on a share for share basis.

     C.   On January 1, 1963, and again on January 1, 1964,
73,333 shares (on a cumulative basis) of Class B Common Stock, (or,
in case of changes in the number of outstanding shares of Class B
Common Stock because of stock dividends, split-ups, consolidations or
other reclassifications occurring at any time subsequent to the effective
date of these Amendments, such number as would equal 73,333 shares
of Class B Common Stock but for such stock dividends, split-ups,
consolidations or other reclassifications), to be chosen as hereinafter
provided (and on January 1, 1965, the balance of all shares of Class B
Common Stock outstanding on, or issued after, that date), shall become
convertible, at the option of the holders thereof and upon surrender to
the Corporation or to any Transfer Agent of the Class A Common
Stock of the certificate for the shares so to be converted, into fully paid
and non-assessable shares of Class A Common Stock at the rate of one
share of Class A Common Stock for each share of Class B Common
Stock tendered for conversion.  Upon such conversion of any shares of
Class B Common Stock into shares of Class A Common Stock no
allowance or adjustment shall be made for dividends on either class of
stock.

     The particular shares of Class B Common Stock at the time
outstanding which are to become eligible for conversion into Class A
Common Stock on January 1, 1963, and 1964 shall be fixed and
identified from time to time by resolution or resolutions of the Board
of Directors on a substantially pro-rata basis between the holders at
such times of the outstanding Class B Common Stock, and a certified
copy of each such resolution or resolutions shall be forthwith delivered
by the Corporation to the Transfer Agent for the Class A Common
Stock.

     The Corporation shall at all times reserve and keep available out
if its authorized but unissued shares of Class A Common Stock the full
number of shares of Class A Common Stock deliverable upon the
conversion of all shares of Class B Common Stock, from time to time
outstanding.

     Shares of Class B Common Stock which have been converted
into shares of Class A Common Stock, as herein provided, shall not be
re-issued but shall be cancelled in accordance with the provisions of the
laws of the State of Indiana.

     D.   The Corporation shall not declare a split-up,
consolidation or other re-classification of either the Class A or Class B
Common Stock into a different number of shares of such class, unless
it simultaneously declares a split-up, consolidation or other re-
classification, as the case may be, of the other class into a different
number of shares at the same rate per share.

     E.   In the event that:

          (1). Mr. Arthur J. Decio shall cease to act on a full
time basis as the principal executive officer of the Corporation
(except for such reasonable and ordinary interruptions of a temporary
nature as may occur by reason of illness or  like causes) whether
such cessation is due to the termination of his employment by
the Corporation, by his own act, because of his death or
permanent disability, or for any other reason whatsoever; or

          (2). The amount of outstanding shares of Class B
Common Stock shall be reduced in number to less than 100,000
shares, or, in case of changes in the number of outstanding shares
of Class B Common Stock because of stock dividends, split-  ups,
consolidations or other re-classifications occurring at any time
subsequent to  the effective date of this Amendment, then to less
than such number as would equal 100,000 shares of Class B
Common Stock, but for such stock dividends, split-ups,      
consolidations or other re-classifications;

then, upon the occurrence of either of such events, each one of the then
authorized shares of Class A and Class B Common Stock, whether
unissued, issued and outstanding, or held in the treasury of the
Corporation, shall ipso facto become and be, without further action of
the Corporation or its stockholders, one share of Common Stock with
a par value of 50 cents per share, and all such shares shall be of one
and the same class, with equal and identical rights, privileges, powers,
obligations, restrictions and voting rights, and all distinctions in regard
to preference, qualifications, restrictions, limitations and special or
relative rights or powers theretofore applicable to the Class A and Class
B Common Stock, described in this Article VI and the following Article
VII, shall cease to exist.

     F.   No stockholder of the Corporation of any class, shall
have a preemptive right to purchase, subscribe for, or take any part of
any stock or any part of any notes, debentures, bonds or other
securities, whether or not convertible into, or carrying options or
warrants to purchase, stock of this Corporation hereafter issued,
optioned or sold by it.

                     ARTICLE VII
           Voting Rights of Capital Stock

     A.   All holders of record of any class or classes of stock of
the Corporation shall be entitled to one vote for each share of such
class or classes so held, upon any question presented at a regular or
special meeting of shareholders.

     At any election of directors held prior to the occurrence of either
of the events described in Subsection (1) and (2) of Section E of the
preceding Article VI, the record holders of the Class B Common Stock
shall have the right to elect such number of the directors as will
constitute two-thirds in number of the full Board of Directors of the
Corporation, and if the number of places on the full Board of Directors
is not divisible by three, then the holders of the Class B Common Stock
shall have the right to elect the smallest number of directors sufficient
to constitute more than two-thirds in number of such full Board of
Directors (the directors so elected to be known as Class B Directors),
and the record holders of the Class A Common Stock shall have the
right to elect the remaining number of directors to be elected at such
meeting (the directors so elected to be known as Class A Directors). 
All such Directors shall be elected by a majority vote of the record
holders of the Class A or Class B Common Stock, as the case may be,
each such holder having one vote for each share of stock of such class
so held.  If the office of any Class A or Class B Directors becomes
vacant by reason of death, resignation, retirement, disqualification,
removal from office or otherwise, a majority of the remaining Class A
or Class B Directors, as the case may be, shall choose a successor who
shall hold office for the unexpired term to which such vacancy
occurred, or until the next election of directors.

     At any election of Directors held subsequent to the occurrence
of either of the aforesaid events, each Director shall be elected by a
majority vote of the record holders of all class or classes of stock of this
Corporation, without distinction as to class, each such holder having
one vote for each share of stock of such class or classes so held.

     The shareholders shall at no time have the right to accumulate
their votes and distribute them among the candidates for election to the
Board of Directors.

     B.   Until the occurrence of either of the events described in
Subsections (1) and (2) of Section E of the preceding Article VI, the
Corporation shall not amend, alter, change, add to, or repeal any of the
provisions of the preceding Articles V or VI or of this Article VII or
enter into any agreements of merger or consolidation, or take any action
with respect to the Class A Common Stock, other than the declaration
or payment of any cash dividend or dividends thereon, which action, in
the opinion of the Board of Directors of the Corporation, would
materially and adversely affect the conversion rights of the Class B
Common Stock as set forth in Section C of the preceding Article VI,
without the affirmative vote or consent of the holders of at least two-
thirds of the Class A Common Stock at the time outstanding, voting as
a class, and at least one-half of the Class B Common Stock at the time
outstanding, voting as a class, given in person or by proxy, either in
writing or, by resolution adopted at a duly called meeting of
shareholders; and after the occurrence of either of such events
described in Subsections (1) and (2) of Section E of the preceding
Article VI, the Corporation shall not amend, alter, change, add to, or
repeal any of the provisions of the preceding Article V or VI of this
Article VII or enter into an agreement of merger or consolidation,
without the affirmative vote or consent of the holders of at least two-
thirds of the Common Stock, par value of 50 cents per share, at the time
outstanding, given in person or by proxy, either in writing, or by
resolution adopted at a duly called meeting of shareholders.

                     ARTICLE IX
              Data Respecting Directors
                     1.  Number

     The Corporation shall have such number of directors as shall be
specified in the By-Laws, but in no event shall such number be less
than three nor more than nine.  In the event the By-Laws do not state
the number of Directors, the number of Directors shall be nine.

                 2.  Qualifications

     Directors need not be shareholders of the Corporation.  A
majority of the Directors at any time shall be citizens of the United
States.



                     ARTICLE XII
      Provisions for Regulation of Business and
          Conduct of Affairs of Corporation

     A.   The Board of Directors shall have the power, without the
consent or vote of the stockholders, to make, alter, amend, change, add
to, or repeal the By-Laws of the Corporation.

     B.   The Corporation shall have the power to carry on and
conduct its business or any part thereof, and to have one or more
offices, in the State of Indiana, and in all other states, territories,
colonies and dependencies of the United States, in the District of
Columbia and in all or any foreign countries throughout the world; and
to acquire, own, hold or use and to lease, mortgage, pledge, sell,
convey or otherwise dispose of property, real and/or personal, tangible
and/or intangible, either within or outside of the State of Indiana.

     C.   Regular or special meetings of the Board of Directors or
Shareholders of the Corporation may be held within or without the
State of Indiana.

                    SUBDIVISION B
             MANNER OF ADOPTION AND VOTE
               1.  Action by Directors

     The Board of Directors of the Corporation, at a meeting thereof,
duly called, constituted and held on May 2, 1962, at which a quorum
of such Board of Directors was present, duly adopted a resolution
proposing to the Shareholders of the Corporation entitled to vote in
respect of The Amendments that the provisions and terms of Articles
V, VI, VII, IX and XII of its Articles of Incorporation be amended so
as to read as set forth in The Amendments; and called a meeting of
such Shareholders, to be held September 7, 1962, to adopt or reject The
Amendments.

             2.  Action by Shareholders

     The Shareholders of the Corporation entitled to vote in respect
of The Amendments, at a meeting thereof, duly called, constituted and
held on September 7, 1962, at which the holders of 78,427 shares of the
Corporation's Class A Common Stock, par value of $1.00 per share,
and holders of 110,000 shares of the Corporation's Class B Common
Stock, par value of $1.00 per share, were present in person or by proxy,
adopted The Amendments.

     The number of shares entitled to vote in respect of The
Amendments, the number of shares voted in favor of the adoption of
The Amendments, and the number of shares voted against such
adoption are as follows:

          115,000 shares of Class A Common Stock, par value
$1.00 per share, were entitled to vote in respect of The
Amendments.
          78,402 shares were voted in favor of the adoption of The
Amendments.
          25 Shares were voted against such adoption.

          110,000 shares of Class B Common Stock, par value
$1.00 per share, were entitled to vote in respect of The
Amendments.
          110,000 shares were voted in favor of the adoption of
The Amendments.
          No shares were voted against such adoption.

       3.  Compliance with Legal Requirements

     The manner of the adoption of The Amendments, and the vote
by which they were adopted, constitute full legal compliance with the
provisions of the Act, the Articles of Incorporation, and the By-Laws
of the Corporation.

                    SUBDIVISION C
       STATEMENT OF CHANGES MADE WITH RESPECT
                      TO THE
            SHARES HERETOFORE AUTHORIZED

     At the time and date that The Amendments shall become
effective, the authorized capital stock of this Corporation, which, prior
to such effectiveness was divided into 615,000 shares, consisting of
500,000 shares of Class A Common Stock, and 115,000 shares of Class
B Common Stock, each such class having a par value of $1.00 per
share, shall be changed by The Amendments to 915,000 shares,
consisting of 695,000 shares of Class A Common Stock, and 220,000
shares of Class B Common Stock each such class having a par value of
50 cents per share.<PAGE>
     IN WITNESS WHEREOF, the undersigned officers execute
these Articles of Amendment of the Articles of Incorporation of the
Corporation, and certify to the truth of the facts herein stated, this 7th
day of September, 1962.


                                        /s/ Arthur J. Decio
                                        (Written Signature)

                                        Arthur J. Decio
                                        (Printed Signature)

                                        President of Skyline Homes, Inc.
                                        (Name of Corporation)

                                        /s/ Richard M. Treckelo
                                        (Written Signature)

                                        Richard M. Treckelo
                                        (Printed Signature)

                                        Secretary of Skyline Homes, Inc.
                                        (Name of Corporation)

STATE OF INDIANA         )
                         )  SS:
COUNTY OF ELKHART   )

     I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify
that ARTHUR J. DECIO, the President, and RICHARD M.
TRECKELO, the Secretary, of Skyline Homes, Inc., the officers
executing the foregoing Articles of Amendment of Articles of
Incorporation, personally appeared before me; acknowledged the
execution thereof; and swore to the truth of the facts therein stated.

<PAGE>
WITNESS my hand and Notarial Seal this 7th day of September, 1962.

                                        /s/ Alice M. Hunter
                                        (Written Signature)

                                        Alice M. Hunter
                                        (Printed Signature)
                                        Notary Public

My Commission Expires
May 16, 1964.


This instrument prepared by Richard M. Treckelo, Attorney, Elkhart,
Indiana.<PAGE>
                  STATE OF INDIANA
          OFFICE OF THE SECRETARY OF STATE
                INDIANAPOLIS, INDIANA

To Whom These Presents Come, Greeting:

     Whereas, there has been presented to me at this office Articles
of Amendment in triplicate of SKYLINE HOMES, INC.

AMENDING ARTICLES V, VI, VII, IX and XII

ARTICLE V - Amount of Capital Stock.  The total number of shares
into which the authorized capital stock of the Corporation is divided is
hereby changed from 615,000 shares, consisting of 500,000 shares of
Class A Common Stock and 115,000 shares of Class B Common Stock,
each such class having a par value of $1.00 per share, to 915,000
shares, consisting of 695,000 shares of Class A Common Stock and
220,000 shares of Class B Common Stock, each such class having a par
value of $.50 per share.

Said Articles of Amendment having been prepared and signed in
accordance with "An Act concerning domestic and foreign corporations
for profit, providing penalties for the violation hereof, and repealing all
laws or parts of laws in conflict herewith, " approved March 16, 1929,
and Acts supplemental thereto.

     Whereas, upon due examination, I find that they conform to law:

     Now, therefore, I hereby certify that I have this day endorsed my
approval upon the triplicate copies of Articles so presented, and, having
received the fees required by law, in the sum of $6,013.00 have filed
one copy of the Articles in this office and returned two copies bearing
the endorsement of my approval to the Corporation.

                                        In Witness Whereof, I have
                                        hereunto set my hand 
(Seal of the State of Indiana)          and affixed the seal of the
                                        State of Indiana, at the 
                                        City of Indianapolis, this 10th
                                        day of September, 1962.

                                  /s/ Charles O. Hendricks
                                  Charles O. Hendricks, Secretary of State.

                                  By
    
     
                                  Deputy.<PAGE>
                  STATE OF INDIANA
          OFFICE OF THE SECRETARY OF STATE
                 Secretary of State

     I, Charles O. Hendricks, Secretary of State, of the State of
Indiana, hereby certify that the following and hereto attached is a full,
true and complete copy of the Statement of Reduction of the
Authorized Capital Stock of SKYLINE HOMES, INC., an Indiana
Corporation, bearing Approved and Filed date of July 10, 1963 as the
same appears on file, as the law directs, in this office.














                                In Witness Whereof, I have
                                hereunto set my hand
(Seal of the State of Indiana)  and affixed the seal of the State of Indiana,
                                at the City of Indianapolis,
                                this 22nd day of July, 1963.
                                /s/ Charles O. Hendricks
                                Charles O. Hendricks,
                                Secretary of State.

                                By                                       
               
                                        
                                Deputy<PAGE>
               STATEMENT OF REDUCTION
           OF THE AUTHORIZED CAPITAL STOCK
                         OF
                 SKYLINE HOMES, INC.

     The undersigned officers of Skyline Homes, Inc. (hereinafter
referred to as the "Corporation") existing pursuant to the provisions of
The Indiana General Corporation Act as amended (hereinafter referred
to as the "Act"), desiring to give notice of corporate action effectuating
reduction of the Capital Stock of the Corporation through the
cancellation of certain shares of its Capital Stock which have been
reacquired by it, certify the following facts:

                    SUBDIVISION A
                        NAME

     The name of the Corporation is Skyline Homes, Inc.

                    SUBDIVISION B
                 ACTION BY DIRECTORS

     The Board of Directors of the Corporation at a meeting thereof,
duly called, constituted and held on June 13, 1963, at which a quorum
of such Board of Directors was present duly adopted the following
resolution:

          RESOLVED, That the Corporation reduce its total
Capital Stock, heretofore authorized, consisting of 915,000 shares to-
wit:  695,000 shares of Class A Common Stock and 220,000 shares
of Class B Common Stock, each par value $.50 per share by
73,082 shares of Class B Common Stock, par value 50 cents per
share, reacquired by it through redemption, purchase or
otherwise, and make cancellation of such shares, thereby
reducing its authorized Capital Stock to shares of
Capital Stock consisting of 841,918 shares to-wit:  695,000 shares of
Class A Common Stock, and 146,918 shares of Class B Common
Stock, each of the par value of 50 cents per share.

          RESOLVED, That the Treasurer of the Corporation is
authorized and directed to reflect such reduction and cancellation
upon the books of account of the Corporation, and in connection
therewith, to reduce the amount of Capital Stock  of the
Corporation by the aggregate amount of the par value of all shares with
a par value, and by the aggregate number of shares of Capital
Stock without par   value, hereby cancelled.<PAGE>
                    SUBDIVISION C
       STATEMENT OF CHANGES MADE WITH RESPECT
                       TO THE
            SHARES HERETOFORE AUTHORIZED

          1.  Shares Heretofore Authorized

     The aggregate number of shares of Capital Stock which the
Corporation had authority to issue prior to such reduction and
cancellation, itemized by classes, is as follows:

     695,000 shares of Class A Common Stock
     220,000 shares of Class B Common stock
     each of the par value of 50 cents per share.

          2.  Shares Reduced and Cancelled

     The number of shares of Capital Stock which were affected by
such reduction and cancellation itemized by classes as follows:

     73,082 shares of Class B Common Stock, par value $.50 per
share.

           3.  Shares Hereafter Authorized

     The aggregate number of shares into which the authorized
Capital Stock of the Corporation will hereafter be divided after giving
effect to such reduction and cancellation itemized by classes, is as
follows:

     695,000 shares of Class A Common Stock
     146,918 shares of Class B Common Stock
     each of the par value of $.50 cents per share.
<PAGE>
IN WITNESS WHEREOF, the undersigned officers execute this
Statement and certify to the truth of the facts herein stated, this 8th day
of July, 1963.


                                        /s/ Arthur J. Decio
                                        (Written Signature)

                                        Arthur J. Decio
                                        (Printed Signature)

                                        President of Skyline Homes, Inc.
                                        (Name of Corporation)

                                        /s/ Richard M. Treckelo
                                        (Written Signature)

                                        Richard M. Treckelo
                                        (Printed Signature)

                                        Secretary of Skyline Homes, Inc.
                                        (Name of Corporation)

STATE OF INDIANA    )
                    )  SS:
COUNT OF ELKHART    )

     I, the undersigned, a Notary Public, duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify
that Arthur J. Decio, the President, and Richard M. Treckelo, the
Secretary of Skyline Homes, Inc., the officers executing the foregoing
Statement, personally appeared before me; acknowledged the execution
thereof; and swore to the truth of the facts therein stated.

<PAGE>
WITNESS my hand and Notarial Seal this 8th day of July, 1963.

                                        /s/ Alice M. Hunter
                                        (Written Signature)

                                        Alice M. Hunter
                                        (Printed Signature)
                                        Notary Public

My commission expires
May 16, 1964




This Instrument Prepared by Richard M. Treckelo, Attorney-at-Law,
Elkhart, Indiana<PAGE>
                  STATE OF INDIANA
          OFFICE OF THE SECRETARY OF STATE
                 Secretary of State

To Whom These Presents Come, Greeting:

WHEREAS, there has been presented to me at this office a Statement
of Reduction of the Authorized Capital Stock of

                 SKYLINE HOMES, INC.

showing reduction of authorized Capital Stock from

1.  Shares Heretofore Authorized

     695,000 shares of Class A Common Stock - par value - 50 cents
per share
     220,000 shares of Class B Common Stock - par value - 50 cents
per share

2.  Shares Reduced and Cancelled

     73,082 shares of Class B Common Stock - par value - 50 cents
per share

3.  Shares Hereafter Authorized

     695,000 shares of Class A Common Stock - par value - 50 cents
per share
     146,918 shares of Class B Common Stock - par value - 50 cents
per share

Said Statement of Reduction of Authorized Capital Stock having been
prepared and signed in accordance with "An Act concerning domestic
and foreign corporations for profit, providing penalties for the violation
hereof, and repealing all laws or parts of laws in conflict therewith",
approved March 16, 1929, and Acts supplemental thereto.

WHEREAS, upon due examination I find that they conform to law:

                                In Witness Whereof, I have
                                hereunto set my hand
(Seal of the State of Indiana)  and affixed the seal of the State of Indiana,
                                at the City of Indianapolis,
                                this 10th day of July, 1963.
                                /s/ Charles O. Hendricks
                                Charles O. Hendricks,
                                Secretary of State.

                                By                                       
               
                                        
                                Deputy<PAGE>
                  STATE OF INDIANA
          OFFICE OF THE SECRETARY OF STATE
                 Secretary of State

     I, Charles O. Hendricks, Secretary of State, of the State of
Indiana, hereby certify that the following and hereto attached is a full,
true and complete copy of the Articles of Amendment of SKYLINE
HOMES, INC., an Indiana Corporation, bearing Approved and Filed
date of August 27, 1963 as the same appears on file, as the law directs,
in this office.













                                In Witness Whereof, I have
                                hereunto set my hand
(Seal of the State of Indiana)  and affixed the seal of the State of Indiana,
                                at the City of Indianapolis,
                                this 27th day of August, 1963.
                                /s/ Charles O. Hendricks
                                Charles O. Hendricks,
                                Secretary of State.

                                By                                       
               
                                        
                                Deputy<PAGE>
                ARTICLES OF AMENDMENT
                       OF THE
              ARTICLES OF INCORPORATION
                         OF
                 SKYLINE HOMES, INC.

     The undersigned officers of Skyline Homes, Inc. (hereinafter
referred to as the "Corporation"), existing pursuant to the provisions of
The Indiana General Corporation Act, as amended (hereinafter referred
to as the "Act"), desiring to give notice of corporate action effectuating
amendment of certain individual Articles of its Articles of
Incorporation, certify the following facts:

                    SUBDIVISION A
                   THE AMENDMENTS

     The exact text of Article V of the Articles of Incorporation of
the Corporation, as amended (hereinafter referred to as "The
Amendments"), now is as follows:

                      ARTICLE V
               Amount of Capital Stock

     The total number of shares into which the authorized capital
stock of the Corporation is hereby changed from 841,918 shares,
consisting of 695,000 shares of Class A Common Stock and 146,918
shares of Class B Common Stock, each such class having a par value
of 50 cents per share, to 875,000 shares, consisting of 695,000 shares
of Class A Common Stock and 180,000 shares of Class B Common
Stock, each such class having a par value of 50 cents per share.

     Upon the occurrence of either of the events described in
Subsections (1) and (2) of Section E of ARTICLE VI, each one of the
then authorized shares of Class A Common Stock and Class B
Common Stock, whether unissued, issued and outstanding or held in
the treasury of the Corporation, shall ipso facto become and be, without
further action by the Corporation or its shareholders, one share of
Common Stock with the par value of 50 cents per share, and the
holders of shares of the Class A Common Stock or Class B Common
Stock, shall have the right to surrender the certificates representing
such shares to the Corporation or to any Transfer Agent for the
Common Stock, par value of 50 cents per share, and received duly
executed certificates representing an equal number of shares of said
Common Stock, par value of 50 cents per share.<PAGE>
                    SUBDIVISION B
             MANNER OF ADOPTION AND VOTE

               1.  Action by Directors

     The Board of Directors of the Corporation, at a meeting thereof,
duly called, constituted and held on June 13, 1963, at which a quorum
of such Board of Directors was present, duly adopted a resolution
proposing to the Shareholders of the Corporation entitled to vote in
respect of The Amendments that the provisions and terms of Article V
of its Articles of Incorporation be amended so as to read as set forth in
The Amendments; and called a meeting of such Shareholders, to be
held August 26, 1963, to adopt or reject The Amendments.

             2.  Action by Shareholders

     The Shareholders of the Corporation entitled to vote in respect
of The Amendments, at a meeting thereof, duly called, constituted and
held on August 26, 1963, at which the holders of 295,055 shares of the
Corporation's Class A Common Stock, par value of 50 cents per share,
and holders of 146,029 shares of the Corporation's Class B Common
Stock, par value of 50 cents per share, were present in person or by
proxy, adopted The Amendments.

     The number of shares entitled to vote in respect of The
Amendments, the number of shares voted in favor of the adoption of
The Amendments, and the number of shares voted against such
adoption are as follows:

     387,772 shares of Class A Common Stock, par value 50 cents
per share, were entitled to vote in respect of The Amendments.

     292,805 shares were voted in favor of the adoption of The
Amendments.

     50 shares were voted against such adoption.

     146,918 shares of Class B Common Stock, par value 50 cents
per share, were entitled to vote in respect of The Amendments.

     146,029 shares were voted in favor of the adoption of the
Amendments.

     No shares were voted against such adoption.



       3.  Compliance with Legal Requirements

     The number of the adoption of The Amendments, and the vote
by which they were adopted, constitute full legal compliance with the
provisions of the Act, the Articles of Incorporation, and the By-Laws
of the Corporation.

                    SUBDIVISION C
       STATEMENT OF CHANGES MADE WITH RESPECT
                       TO THE
            SHARES HERETOFORE AUTHORIZED

     At the time and date that The Amendments shall become
effective, the authorized capital stock of this Corporation, which, prior
to such effectiveness was divided into 841,918 shares, consisting of
695,000 shares of Class A Common Stock and 146,918 shares of Class
B Common Stock, each such class having a par value of 50 cents per
share, shall be changed by The Amendments to 875,000 shares,
consisting of 695,000 shares of Class A Common Stock, and 180,000
shares of Class B Common Stock, each such class having a par value
of 50 cents per share.

     IN WITNESS WHEREOF, the undersigned officers execute
these Articles of Amendment of the Articles of Incorporation of the
Corporation, and certify to the truth of the facts herein stated, this 27th
day of August 1963.


                                        /s/ Arthur J. Decio
                                        (Written Signature)

                                        Arthur J. Decio
                                        (Printed Signature)

                                        President of Skyline Homes, Inc.
                                        (Name of Corporation)

                                        /s/ Richard M. Treckelo
                                        (Written Signature)

                                        Richard M. Treckelo
                                        (Printed Signature)

                                        Secretary of Skyline Homes, Inc.
                                        (Name of Corporation)<PAGE>
STATE OF INDIANA         )
                         )  SS:
COUNTY OF ELKHART   )

     I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify
that Arthur J. Decio, the President, and Richard M. Treckelo, the
Secretary, of Skyline Homes, Inc., the officers executing the foregoing
Articles of Amendment of Articles of Incorporation, personally
appeared before me; acknowledged the execution thereof; and swore to
the truth of the facts therein stated.

     WITNESS my hand and Notarial Seal this 27th day of August
1963.

                                        /s/ Alice M. Hunter
                                        (Written Signature)

                                        Alice M. Hunter
                                        (Printed Signature)

                                        Notary Public

My Commission Expires
May 16, 1964




This Instrument Prepared By Richard M. Treckelo, Attorney-at-Law,
Elkhart, Indiana.<PAGE>
                  STATE OF INDIANA
          OFFICE OF THE SECRETARY OF STATE

                 Secretary of State

To Whom These Presents Come, Greeting:

WHEREAS, there has been presented to me at this office a Statement
of Reduction of the Authorized Capital Stock of

                 SKYLINE HOMES, INC.

showing reduction of authorized Capital Stock from

1.  Shares Heretofore Authorized

     695,000 shares of Class A Common Stock
     180,000 shares of Class B Common Stock

2.  Shares Reduced and Cancelled

     39,441 shares of Class B Common Stock, par value 50 cents per
share

3.  Shares Hereafter Authorized

     695,000 shares of Class A Common Stock
     140,559 shares of Class B Common Stock each of the par value
of 50 cents per share

Said Statement of Reduction of Authorized Capital Stock having been
prepared and signed in accordance with "An Act concerning domestic
and foreign corporations for profit, providing penalties for the violation
hereof, and repealing all laws or parts of laws in conflict therewith",
approved March 16, 1929, and Acts supplemental thereto.









WHEREAS, upon due examination I find that they conform to law:




                                In Witness Whereof, I have
                                hereunto set my hand 
(Seal of the State of Indiana)  and affixed the seal of the
                                State of Indiana, at the 
                                City of Indianapolis, this 17th
                                day of February, 1964.

                                /s/ Charles O. Hendricks
                                Charles O. Hendricks,
                                Secretary of State.

                                By                                       
               
                                        
                                Deputy<PAGE>
               STATEMENT OF REDUCTION
                       OF THE
              AUTHORIZED CAPITAL STOCK
                         OF
                 SKYLINE HOMES, INC.

     The undersigned officers of Skyline Homes, Inc. (hereinafter
referred to as the "Corporation") existing pursuant to the provisions of
The Indiana General Corporation Act as amended (hereinafter referred
to as the "Act"), desiring to give notice of corporate action effectuating
reduction of the Capital Stock of the Corporation through the
cancellation of certain shares of its Capital Stock which have been
reacquired by it, certify the following facts:

                    SUBDIVISION A
                        NAME

     The name of the Corporation is Skyline Homes, Inc.

                    SUBDIVISION B
                 ACTION BY DIRECTORS

     The Board of Directors of the Corporation at a meeting thereof,
duly called, constituted and held on December 10, 1963, at which a
quorum of such Board of Directors was present duly adopted the
following resolution:

          RESOLVED, That the Corporation reduce its total
Capital Stock, heretofore authorized, consisting of 875,000 shares to-
wit:  695,000 shares of Class A Common Stock and 180,000 shares of
Class B Common Stock, each par value $.50 per share by 39,441 shares
of Class B Common Stock, par value 50 cents per share, reacquired by
it through redemption, purchase or otherwise, and make cancellation of
such shares, thereby reducing its authorized Capital Stock to 835,559
shares of Capital Stock consisting of 695,000 shares of Class A
Common Stock, and 140,559 shares of Class B Common Stock, each
of the par value of 50 cents per share.

     RESOLVED, That the Treasurer of the Corporation is
authorized and directed to reflect such reduction and cancellation upon
the books of account of the Corporation, and in connection therewith,
to reduce the amount of Capital Stock of the Corporation by the
aggregate amount of the par value of all shares with a par value, and by
the aggregate number of shares of Capital Stock without par value,
hereby cancelled.



                    SUBDIVISION C
       STATEMENT OF CHANGES MADE WITH RESPECT
                      TO THE
            SHARES HERETOFORE AUTHORIZED

          1.  Shares Heretofore Authorized

     The aggregate number of shares of Capital Stock which the
Corporation had authority to issue prior to such reduction and
cancellation, itemized by classes, is as follows:

     695,000 shares of Class A Common Stock
     180,000 shares of Class B Common Stock
     each of the par value of 50 cents per share.

          2.  Shares Reduced and Cancelled

     The number of shares of Capital Stock which were affected by
such reduction and cancellation itemized by classes is as follows:

     39,441 shares of Class B Common Stock, par value $.50 per
share.

           3.  Shares Hereafter Authorized

     The aggregate number of shares into which the authorized
Capital Stock of the Corporation will hereafter be divided after giving
effect to such reduction and cancellation itemized by classes, is as
follows:

     695,000 shares of Class A Common Stock
     140,559 shares of Class B Common Stock
     each of the par value of 50 cents per share.












     IN WITNESS WHEREOF, the undersigned officers execute this
Statement and certify to the truth of the facts herein stated, this 11th
day of February, 1964.


                                        /s/ Arthur J. Decio
                                        (Written Signature)

                                        Arthur J. Decio
                                        (Printed Signature)

                                        President of
                                        Skyline Homes,Inc.
                                        (Name of Corporation)

                                        /s/ Richard M. Treckelo
                                        (Written Signature)

                                        Richard M. Treckelo
                                        (Printed Signature)

                                        Secretary of
                                        Skyline Homes, Inc.
                                        (Name of Corporation)

STATE OF INDIANA         )
                         )  SS:
COUNTY OF ELKHART   )

     I, the undersigned, a Notary Public, duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify
that Arthur J. Decio, the President, and Richard M. Treckelo, the
Secretary of Skyline Homes, Inc., the officers executing the foregoing
Statement, personally appeared before me; acknowledged the execution
thereof; and swore to the truth of the facts therein stated.








     WITNESS my hand and Notarial Seal this 11th day of February,
1964.

                                        /s/ Alice M. Hunter
                                        (Written Signature)

                                        Alice M. Hunter
                                        (Printed Signature)
                                        Notary Public

My commission expires
May 16, 1964




This Instrument Prepared by Richard M. Treckelo, Attorney-at-Law,
Elkhart, Indiana.<PAGE>
               STATEMENT OF REDUCTION
                       OF THE
              AUTHORIZED CAPITAL STOCK
                         OF
                 SKYLINE HOMES, INC.

     The undersigned officers of Skyline Homes, Inc. (hereinafter
referred to as the "Corporation") existing pursuant to the provisions of
The Indiana General Corporation Act as amended (hereinafter referred
to as the "Act"), desiring to give notice of corporate action effectuating
reduction of the Capital Stock of the Corporation through the
cancellation of certain shares of its Capital Stock which have been
reacquired by it, certify the following facts:

                    SUBDIVISION A
                        NAME

     The name of the Corporation is Skyline Homes, Inc.

                    SUBDIVISION B
                 ACTION BY DIRECTORS

     The Board of Directors of the Corporation at a meeting thereof,
duly called, constituted and held on February 26, 1964, at which a
quorum of such Board of Directors was present duly adopted the
following resolution:

          RESOLVED, That the Corporation reduce its total
Capital Stock, heretofore authorized, consisting of 835,559 shares to-
wit:  695,000 shares of Class A Common Stock and 140,559 shares
of Class B Common Stock, each par value $.50 per share by
9,823 shares of Class B Common Stock, par value $.50 per share,
reacquired by it through redemption, purchase or otherwise, and make
cancellation of such shares, thereby reducing its authorized
Capital Stock to 825,736 shares of Capital Stock consisting of
825,736 shares of Common Stock, of the par value $.50 per
share.

          RESOLVED, That the Treasurer of the Corporation is
authorized and directed to reflect such reduction and cancellation upon
the books of account of the Corporation, and in connection therewith,
to reduce the amount of Capital Stock of the Corporation by the
aggregate amount of the par value of all shares with a par value, and by
the aggregate number of shares of Capital Stock without par value,
hereby cancelled.



                    SUBDIVISION C
       STATEMENT OF CHANGES MADE WITH RESPECT
                       TO THE
            SHARES HERETOFORE AUTHORIZED

          1.  Shares Heretofore Authorized

     The aggregate number of shares of Capital Stock which the
Corporation had authority to issue prior to such reduction and
cancellation, itemized by classes, is as follows:

     695,000 shares of Class A Common Stock
     140,559 shares of Class B Common Stock

          2.  Shares Reduced and Cancelled

     The number of shares of Capital Stock which were affected by
such reduction and cancellation itemized by classes is as follows:

     9,823 shares of Class B Common Stock, par value $.50 per
share.

           3.  Shares Hereafter Authorized

     The aggregate number of shares into which the authorized
Capital Stock of the Corporation will hereafter be divided after giving
effect to such reduction and cancellation itemized by classes, is as
follows:

     825,736 shares of Common Stock, of par value of $.50 per
share.

     IN WITNESS WHEREOF, the undersigned officers execute this
Statement and certify to the truth of the facts herein stated, this ninth
day of March, 1964.


                                        /s/ Arthur J. Decio
                                        (Written Signature)

                                        Arthur J. Decio
                                        (Printed Signature)

                                        President of
                                        Skyline Homes, Inc.
                                        (Name of Corporation)

                                        /s/ Richard M. Treckelo
                                        (Written Signature)

                                        Richard M. Treckelo
                                        (Printed Signature)

                                        Secretary of
                                        Skyline Homes, Inc.
                                        (Name of Corporation)

STATE OF INDIANA         )
                         )  SS:
COUNTY OF ELKHART   )

     I, the undersigned, a Notary Public, duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify
that Arthur J. Decio, the President, and Richard M. Treckelo, the
Secretary of Skyline Homes, Inc., the officers executing the foregoing
Statement, personally appeared before me; acknowledged the execution
thereof; and swore to the truth of the facts therein stated.

     WITNESS my hand and Notarial Seal this ninth day of March,
1964.

                                        /s/ Alice M. Hunter
                                        (Written Signature)

                                        Alice M. Hunter
                                        (Printed Signature)
                                        Notary Public

My commission expires
May 16, 1964




This Instrument Prepared by Richard M. Treckelo, Attorney-at-Law,
Elkhart, Indiana.<PAGE>
            ARTICLES OF AMENDMENT OF THE
            ARTICLES OF INCORPORATION OF
                 SKYLINE HOMES, INC.

     The undersigned officers of SKYLINE HOMES, INC.
(hereinafter referred to as the "Corporation"), existing pursuant to the
provisions of the Indiana General Corporation Act, as amended
(hereinafter referred to as the "Act"), desiring to give notice of
corporate action effectuating amendment of certain individual Articles
of its Articles of Incorporation, certify the following facts:

                    SUBDIVISION A
                   THE AMENDMENTS

     The exact text of Article V of the Articles of Incorporation of
the Corporation, as amended (hereinafter referred to as "The
Amendments"), now are as follows:

                      ARTICLE V
               Amount of Capital Stock

     The total number of shares into which the authorized capital
stock of the Corporation is divided, is hereby changed from 825,736
shares Common Stock, having a par value of $.50 per share, to
1,325,736 shares of Common Stock, having a par value of $.25 per
share.

     At the close of business on the date that these Amendments shall
become effective, each share of Common Stock, par value $.50 per
share, of the Corporation, issued and outstanding immediately prior to
the close of business on said effective date, shall be exchanged for two
(2) shares of Common Stock, par value $.25 per share, of the
Corporation.

     Such exchange and conversion will be accomplished as follows:

     At the close of business on said effective date, each stock
certificate issued and outstanding prior to the close of business on the
date that these Amendments shall become effective, shall, without
further action by the Corporation, or its shareholders, automatically be
converted to a Certificate for a like number of shares of Common Stock
of the same class of $.25 par value per share in partial exchange for the
$.50 par value Common Stock, and the Corporation or any Transfer
Agent for said Common Stock, shall issue to each shareholder another
stock Certificate for a like number of new shares of $0.25 par value
Common Stock to complete said exchange and conversion.



                    SUBDIVISION B
             MANNER OF ADOPTION AND VOTE

               1.  Action by Directors

     The Board of Directors of the Corporation, at a meeting thereof,
duly called, constituted and held on May 21, 1964, at which a quorum
of such Board of Directors was present, duly adopted a resolution
proposing to the stockholders of the Corporation, entitled to vote in
respect of the Amendments, that the provisions and terms of Article V,
of its Articles of Incorporation be amended so as to read as set forth in
the Amendments; and called a meeting of such stockholders, to be held
September 9, 1964, to adopt or reject the Amendment.

             2.  Action by Shareholders

     The Stockholders of the Corporation entitled to vote in respect
of The Amendment, at a meeting thereof, duly called, constituted and
held on September 9, 1964, at which the holders of 436,918 shares of
the Corporation's Common Stock, par value of $.50 per share, were
present in person or by proxy, adopted the Amendment.

     The number of shares entitled to vote in respect of the
Amendments, the number of shares voted in favor of the adoption of
the Amendments, and the number of shares voted against such adoption
are as follows:

     561,423 shares of Common Stock, par value $.50 per share,
were entitled to vote in respect of the Amendments.

     436,843 shares were voted in favor of the adoption of the
Amendments.

     75 shares were voted against such adoption.

       3.  Compliance With Legal Requirements

     The manner of the adoption of the Amendments, and the vote by
which they were adopted, constitute full legal compliance with the
provisions of the Act, the Articles of Incorporation, and the By-Laws
of the Corporation.<PAGE>
                    SUBDIVISION C
       STATEMENT OF CHANGES MADE WITH RESPECT
                      TO THE
            SHARES HERETOFORE AUTHORIZED

     At the time and date that the Amendments shall become
effective, the authorized capital stock of this Corporation, which, prior
to such effectiveness, was divided into 825,736 shares of Common
Stock, having a par value of $.50 per share, shall be changed by the
Amendments to 1,325,736 shares of Common Stock, having a par value
of $.25 per share.

     IN WITNESS WHEREOF, the undersigned officers execute
these Articles of Amendment of the Articles of Incorporation of the
Corporation, and certify to the truth of the facts herein stated, this 9th
day of September, 1964.


                                        /s/ Arthur J. Decio
                                        (Written Signature)

                                        Arthur J. Decio
                                        (Printed Signature)

                                        President of
                                        Skyline Homes, Inc.
                                        (Name of Corporation)

                                        /s/ Richard M. Treckelo
                                        (Written Signature)

                                        Richard M. Treckelo
                                        (Printed Signature)

                                        Secretary of
                                        Skyline Homes, Inc.
                                        (Name of Corporation)<PAGE>
STATE OF INDIANA         )
                         )  SS:
COUNTY OF ELKHART   )

     I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify
that Arthur J. Decio, the President, and Richard M. Treckelo, the
Secretary, of Skyline Homes, Inc., the officers executing the foregoing
Articles of Amendment of Articles of Incorporation, personally
appeared before me; acknowledged the execution thereof, and swore to
the truth of the facts therein contained.

     WITNESS my hand and Notarial Seal this 9th day of September,
1964.

                                        /s/ Alice M. Hunter
                                        (Written Signature)

                                        Alice M. Hunter
                                        (Printed Signature)
                                        Notary Public

My Commission Expires
May 16, 1968




This instrument prepared by Richard M. Treckelo, Attorney-at-Law,
Elkhart, Indiana.<PAGE>
                ARTICLES OF AMENDMENT
                       OF THE
              ARTICLES OF INCORPORATION
                         OF
                 SKYLINE HOMES, INC.

     The undersigned officers of Skyline Homes, Inc. (hereinafter
referred to as the "Corporation"), existing pursuant to the provisions of
The Indiana General Corporation Act, as amended (hereinafter referred
to as the "Act"), desiring to give notice of corporate action effectuating
amendment of certain individual Articles of its Articles of
Incorporation, certify the following facts:

                    SUBDIVISION A
                   THE AMENDMENTS

     The exact text of Articles I, V and VI of the Articles of
Incorporation of the Corporation, as amended (hereinafter referred to
as "The Amendments"), now is as follows:

                      ARTICLE I
                        Name

     The name of the Corporation is Skyline Corporation.

                      ARTICLE V
               Amount of Capital Stock

     The total number of shares into which the authorized capital
stock of the Corporation is divided is hereby changed from 1,325,736
shares of Common Stock, having a par value of $.25 per share, to
1,700,000 shares of Common Stock, having a par value of $.25 per
share.

                     ARTICLE VI
               Terms of Capital Stock

     A.   The authorized capital stock of the Corporation shall
consist of 1,700,000 shares of Common Stock, having a par value of
$.25 per share, all of one and the same class, with equal and identical
rights, privileges, powers, obligations, restrictions and voting rights.

     B.   No shareholder of the Corporation shall have a pre-
emptive right to purchase, subscribe for, or take any part of any stock
or any part of any notes, debentures, bonds or other securities, whether
or not convertible into, or carrying options or warrants to purchase,
stock of the Corporation hereafter issued, optioned or sold by it.

                    SUBDIVISION B
             MANNER OF ADOPTION AND VOTE

               1.  Action by Direction

     The Board of Directors of the Corporation, at a meeting thereof,
duly called, constituted and held on July 19, 1966, at which a quorum
of such Board of Directors was present, duly adopted a resolution
proposing to the Shareholders of the Corporation entitled to vote in
respect of The Amendments that the provisions and terms of Articles
I, V and VI of its Articles of Incorporation be amended so as to read as
set forth in The Amendments; and called a meeting of such
Shareholders, to be held August 19, 1966, to adopt or reject The
Amendments.

             2.  Action by Shareholders

     The Shareholders of the Corporation entitled to vote in respect
of The Amendments, at a meeting thereof, duly called, constituted and
held on August 19, 1966, at which holders of 943,467 shares of the
Corporation's Common Stock, par value $.25 per share, were present
in person or by proxy, adopted The Amendments.

     The number of shares entitled to vote in respect of The
Amendments, the number of shares voted in favor of the adoption of
The Amendments, and the number of shares voted against such
adoption are as follows:

     1,192,092 shares of Common Stock were entitled to vote in
respect of The Amendments.

     A.   Article I

          943,437 shares were voted in favor of the adoption of this
Amendment.
          30 shares were voted against such adoption.

     B.   Articles V and VI

          924,444 shares were voted in favor of the adoption of
these Amendments.
          19,023 shares were voted against such adoption.



       3.  Compliance with Legal Requirements

     The manner of the adoption of The Amendments, and the vote
by which they were adopted, constitute full legal compliance with the
provisions of the Act, the Articles of Incorporation, and the By-Laws
of the Corporation.

                    SUBDIVISION C
       STATEMENT OF CHANGES MADE WITH RESPECT
                      TO THE
            SHARES HERETOFORE AUTHORIZED

     At the time and date that the Amendments shall become
effective, the authorized capital stock of this Corporation, which prior
to such effectiveness, was divided into 1,325,736 shares of Common
Stock, having a par value of $.25 per share, shall be changed by the
Amendments to 1,700,000 shares of Common Stock, having a par value
of $.25 per share.

     IN WITNESS WHEREOF, the undersigned officers execute
these Articles of Amendment of the Articles of Incorporation of the
Corporation, and certify to the truth of the facts herein stated, this 19th
day of August, 1966.


                                        /s/ Arthur J. Decio
                                        (Written Signature)

                                        Arthur J. Decio
                                        (Printed Signature)

                                        President of
                                        Skyline Homes, Inc.
                                        (Name of Corporation)

                                        /s/ Richard M. Treckelo
                                        (Written Signature)

                                        Richard M. Treckelo
                                        (Printed Signature)

                                        Secretary of
                                        Skyline Homes, Inc.
                                        (Name of Corporation)<PAGE>
STATE OF INDIANA         )
                         )  SS:
COUNTY OF ELKHART   )

     I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify
that Arthur J. Decio, the President, and Richard M. Treckelo, the
Secretary, of Skyline Homes, Inc., the officers executing the foregoing
Articles of Amendment of Articles of Incorporation, personally
appeared before me; acknowledged the execution thereof; and swore to
the truth of the facts therein stated.

     WITNESS my hand and Notarial Seal this 19th day of August,
1966.

                                        /s/ Alice M. Hunter
                                        (Written Signature)

                                        Alice M. Hunter
                                        (Printed Signature)
                                        Notary Public

My commission expires
May 16, 1968




This Instrument Prepared by Richard M. Treckelo, Lawyer, 303 First
National Bank Building, Elkhart, Indiana.<PAGE>
                  STATE OF INDIANA
          OFFICE OF THE SECRETARY OF STATE
                INDIANAPOLIS, INDIANA

To Whom These Presents Come, Greeting:

     Whereas, there has been presented to me at this office Articles
of Amendment in triplicate of SKYLINE HOMES, INC.

Amending Article I
Changing name to SKYLINE CORPORATION

Also amending Article V

The total number of shares into which the authorized capital stock of
the Corporation is divided is hereby changed from 1,325,736 shares of
Common Stock, having a par value of $.25 per share, to 1,700,000
shares of Common Stock, having a par value of $.25 per share.

Also amending Article VI

Said Articles of Amendment having been prepared and signed in
accordance with "An Act concerning domestic and foreign corporations
for profit, providing penalties for the violation hereof, and repealing all
laws or parts of laws in conflict herewith," approved March 16, 1929,
and Acts supplemental thereto.

     Whereas, upon due examination, I find that they conform to law:

     Now, therefore, I hereby certify that I have this day endorsed my
approval upon the triplicate copies of Articles so presented, and, having
received the fees required by law, in the sum of $7,498.28 have filed
one copy of the Articles in this office and returned two copies bearing
the endorsement of my approval to the Corporation.

                                In Witness Whereof, I have
                                hereunto set my hand 
(Seal of the State of Indiana)  and affixed the seal of the
                                State of Indiana, at the 
                                City of Indianapolis, this 19th
                                day of August, 1966.

                                /s/ John S. Battarff
                                Secretary of State

                                By                                       
               
                                        
                                Deputy<PAGE>
                  STATE OF INDIANA
          OFFICE OF THE SECRETARY OF STATE
                INDIANAPOLIS, INDIANA

To Whom These Presents Come, Greeting:

     Whereas, there has been presented to me at this office Articles
of Amendment in triplicate of SKYLINE CORPORATION.

                   THE AMENDMENTS

The exact text of Articles II, V, VI and VII.

                      Article V
See attached sheet.

Said Articles of Amendment having been prepared and signed in
accordance with "An Act concerning domestic and foreign corporations
for profit, providing penalties for the violation hereof, and repealing all
laws or parts of laws in conflict herewith," approved March 16, 1929,
and Acts supplemental thereto.

     Whereas, upon due examination, I find that they conform to law:

     Now, therefore, I hereby certify that I have this day endorsed my
approval upon the triplicate copies of Articles so presented, and, having
received the fees required by law, in the sum of $16,613.00 have filed
one copy of the Articles in this office and returned two copies bearing
the endorsement of my approval to the Corporation.

                                In Witness Whereof, I have
                                hereunto set my hand 
(Seal of the State of Indiana)  and affixed the seal of the
                                State of Indiana, at the 
                                City of Indianapolis, this 29th
                                day of August, 1968.

                                /s/ Edgar D. Whitcomb
                                Secretary of State

                                By                                       
               
                                        
                                Deputy<PAGE>
                      ARTICLE V
               Amount of Capital Stock

     The total number of shares into which the authorized capital
stock of the Corporation is divided is hereby changed from 1,700,000
shares of Common Stock, having a par value of $.25 per share, to
5,000,000 shares of Common Stock, having a par value of 8-1/3 cents
per share.

     At the close of business on the date that these Amendments shall
become effective, each share of Common Stock, par value $.25 per
share, of the Corporation, issued and outstanding immediately prior to
the close of business on said effective date, shall be exchanged for
three (3) shares of Common Stock, par value 8-1/3 cents per share of
the Corporation.

     Such exchange and conversion will be accomplished as follows:

     At the close of business on said effective date, each stock
certificate issued and outstanding prior to the close of business on the
date that these Amendments shall become effective, shall, without
further action by the Corporation, or its shareholders, automatically be
converted to a certificate for a like number of shares of Common Stock,
par value 8-1/3 cents per share, in partial exchange for the $.25 par
value Common Stock, and the Corporation or any Transfer Agent for
said Common Stock shall issue to each shareholder another Certificate
for the additional number of new shares of 8-1/3 cents par value
Common Stock to complete said exchange and conversion and said
three (3) - for - one (1) stock split.

                     ARTICLE VI
               Terms of Capital Stock

     A.   The authorized capital stock of the Corporation shall
consist of 5,000,000 shares of Common Stock, having a par value of 8-
1/3 cents per share, all of one and the same class, with equal and
identical rights, privileges, powers, obligations, restrictions and voting
rights.

     B.   No shareholder of the Corporation shall have a pre-
emptive right to purchase, subscribe for or take any part of any stock
or any part of any notes, debentures, bonds or other securities, whether
or not convertible into, or carrying options or warrants to purchase
stock of the Corporation hereafter issued, optioned or sold by it.<PAGE>

                ARTICLES OF AMENDMENT
                       OF THE
              ARTICLES OF INCORPORATION
                         OF
                 SKYLINE CORPORATION

     The undersigned officers of Skyline Corporation (hereinafter
referred to as the "Corporation"), existing pursuant to the provisions of
The Indiana General Corporation Act, as amended (hereinafter referred
to as the "Act"), desiring to give notice of corporate action effectuating
amendment of certain provisions of its Articles of Incorporation, certify
the following facts:

                    SUBDIVISION A
                   THE AMENDMENTS

     The exact text of Articles II, V, VI and VII of the Articles of
Incorporation of the Corporation, as amended (hereinafter referred to
as the "Amendments"), now is as follows:

                     ARTICLE II
                      Purposes

     A.   To manufacture, build, construct, make and repair house
trailers and cargo trailers, and parts for same; to buy, sell, trade and
exchange, and to otherwise deal in new and used house trailers and
cargo trailers, at wholesale and at retail; and to do any and all things
legal, necessary or proper to be done for the successful conduct of the
business herein contemplated and incident to said business.

     B.   To make, construct, and build materials for the
construction, alteration, or repair of any and all classes of dwelling
houses, garages, outbuildings, farm buildings, commercial and
industrial buildings, and improvements of any kind and nature
whatsoever; to make, construct and build any and all classes of
cabinets, and ready-cut and pre-fabricated housing and building
materials and products.

     C.   To conduct and carry on the business of builders and
contractors for the purpose of building, erecting, constructing, altering,
repairing or doing any other work in connection with any and all
classes of dwelling houses, garages, outbuildings, farm buildings,
commercial and industrial buildings, and improvements of any kind and
nature whatsoever, including the locating, laying out and constructing
of road, avenues, docks, slips, sewers, bridges, wells, walls and all
classes of buildings, erections, and works, both public and private, or
integral parts thereof.

     D.   To buy, sell, trade and deal in, at wholesale and retail,
any and all kinds of new and second-hand building materials, and
products.

     E.   To acquire, purchase, own, lease and operate, and to sell,
lease or otherwise dispose of any and all machinery, appliances and
equipment necessary, convenient or incident to the conduct of the
construction business.

     F.   To acquire, purchase, own, sell and lease real estate.

     G.   To pay for any property, real or personal, this
Corporation may acquire or purchase, with shares of the capital stock,
bonds or other obligations or securities of this Corporation, or to issue
its shares of stock in exchange therefor.

     H.   The foregoing clauses shall be construed as powers, as
well as purposes, and the matters expressed in each clause shall, except
if otherwise provided, be in no wise limited by reference to, or
inference from the terms of any other clause, but shall be regarded as
independent powers and purposes; and the enumeration of specific
powers and purposes shall not be construed to limit or restrict in any
manner the meaning of the general terms or the general powers of the
Corporation; nor shall the expressing of one thing be deemed to
exclude another not expressed; although it be of like nature.

     I.   The Corporation shall be authorized to exercise and enjoy
all other powers, rights and privileges, granted by an Act of the General
Assembly of the State of Indiana, entitled "The Indiana General
Corporation Act", approved March 16, 1929, to corporations organized
thereunder, and all the powers conferred by all acts heretofore or
hereafter amendatory of, or supplemental to, the said Act or the said
laws; and the enumeration of certain powers as herein specified, is not
intended as exclusive of, or as a waiver of, any of the powers, rights or
privileges granted or conferred by said Act or the said laws now or
hereafter in force; provided, however, that the Corporation shall not, in
any State, carry on any business or exercise any powers, which a
corporation organized under the laws thereof could not carry on and
exercise.

     J.   To engage in all types and kinds of manufacturing, and
any other lawful act or activity for which corporations may be
organized under The Indiana General Corporation Law.

                      ARTICLE V
               Amount of Capital Stock

     The total number of shares into which the authorized capital
stock of the Corporation is divided is hereby changed from 1,700,000
shares of Common Stock, having a par value of $.25 per share, to
5,000,000 shares of Common Stock, having a par value of 8-1/3 cents
per share.

     At the close of business on the date that these Amendments shall
become effective, each share of Common Stock, par value $.25 per
share, of the Corporation, issued and outstanding immediately prior to
the close of business on said effective date, shall be exchanged for
three (3) shares of Common Stock, par value 8-1/3 cents per share of
the Corporation.

     Such exchange and conversion will be accomplished as follows:

     At the close of business on said effective date, each stock
certificate issued and outstanding prior to the close of business on the
date that these Amendments shall become effective, shall, without
further action by the Corporation, or its shareholders, automatically be
converted to a certificate for a like number of shares of Common Stock,
par value 8-1/3 cents per share, in partial exchange for the $.25 par
value Common Stock, and the Corporation or any Transfer Agent for
said Common Stock shall issue to each shareholder another Certificate
for the additional number of new shares of 8-1/3 cents par value
Common Stock to complete said exchange and conversion and said
three (3) - for - one (1) stock split.

                     ARTICLE VI
               Terms of Capital Stock

     A.   The authorized capital stock of the Corporation shall
consist of 5,000,000 shares of Common Stock, having a par value of 8-
1/3 cents per share, all of one and the same class, with equal and
identical rights, privileges, powers, obligations, restrictions and voting
rights.

     B.   No shareholder of the Corporation shall have a pre-
emptive right to purchase, subscribe for or take any part of any stock
or any part of any notes, debentures, bonds or other securities, whether
or not convertible into, or carrying options or warrants to purchase
stock of the Corporation hereafter issued, optioned or sold by it.

                     ARTICLE VII
           Voting Rights of Capital Stock

     All holders of record of the Common Stock of the Corporation
shall be entitled to one (1) vote for each share of such stock so held,
upon any question presented at a regular or special meeting of
shareholders.

     The shareholders shall at no time have the right to accumulate
their votes and distribute them among the candidates for election to the
Board of Directors.

     The Articles of Incorporation may be amended by the
affirmative vote of the holders of a majority of the Corporation's
Common Stock at the time outstanding, and entitled to vote in respect
thereof.

                    SUBDIVISION B
             MANNER OF ADOPTION AND VOTE

               1.  Action by Directors

     The Board of Directors of the Corporation, at a meeting thereof,
duly called, constituted and held on June 13, 1968, at which a quorum
of such Board of Directors was present, duly adopted a resolution
proposing to the Shareholders of the Corporation entitled to vote in
respect of the Amendments that the provisions and terms of Articles II,
V, VI and VII of its Articles of Incorporation be amended so as to read
as set forth in the Amendments; and called a meeting of such
Shareholders, to be held August 28, 1968, to adopt or reject the
Amendments.

             2.  Action by Shareholders

     The Shareholders of the Corporation entitled to vote in respect
of the Amendments, at a meeting thereof, duly called, constituted and
held on August 28, 1968, at which holders of shares of the
Corporation's Common Stock, par value $.25 per share were present in
person or by proxy, adopted the Amendments.

     The number of shares entitled to vote in respect of the
Amendments, the number of shares voted in favor of the Amendments,
and the number of shares voted against such adoption are as follows:

     1,242,316 shares were entitled to vote in respect of the
Amendments.

     A.   Sub-paragraph (J), Article II:

          Shares voted favor:  994,898
          Shares voted against:  612

     B.   Articles V and VI:

          Shares voted in favor:  1,017,260
          Shares voted against:  120




     C.   Article VII:

          Shares voted in favor:  1,016,040
          Shares voted against:  1,340

       3.  Compliance with Legal Requirements

     The manner of the adoption of the Amendments, and the vote by
which they were adopted, constitute full legal compliance with the
provisions of the Act, the Articles of Incorporation and the By-Laws of
the Corporation.

                    SUBDIVISION C
           STATEMENT OF CHANGES MADE WITH
          RESPECT TO THE SHARES HERETOFORE
                     AUTHORIZED

     At the time and date that the Amendments shall become
effective, the authorized capital stock of this Corporation, which, prior
to such effectiveness, was divided into 1,700,000 shares of Common
Stock, having a par value of $.25 per share, shall be changed by the
Amendments to 5,000,000 shares of Common Stock, having a par value
of 8-1/3 cents per share.  Additionally, the 1,242,316 shares of
Common Stock issued and outstanding prior to the close of business on
the effective date of the Amendments, shall be reduced in par value
from $.25 to 8-1/3 cents per share, and certificates evidencing
additional shares shall be issued pursuant to the three-for-one stock
split set forth above, of the par value of 8-1/3 cents each, so that a total
of 3,726,948 shares of Common Stock will be issued and outstanding.

     IN WITNESS WHEREOF, the undersigned officers execute
these Articles of Amendment of the Articles of Incorporation of the
Corporation, and certify to the truth of the facts herein stated, this 28th
day of August, 1968.


                                        /s/ Arthur J. Decio
                                        (Written Signature)

                                        Arthur J. Decio
                                        (Printed Signature)

                                        President of
                                        Skyline Corporation
                                        (Name of Corporation)

                                        /s/ Richard M. Treckelo
                                        (Written Signature)

                                        Richard M. Treckelo
                                        (Printed Signature)

                                        Secretary of
                                        Skyline Corporation
                                        (Name of Corporation)

STATE OF INDIANA         )
                         )  SS:
COUNTY OF ELKHART   )

     I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify
that Arthur J. Decio, the President, and Richard M. Treckelo, the
Secretary, of Skyline Corporation, the officers executing the foregoing
Articles of Amendment of Articles of Incorporation, personally
appeared before me; acknowledged the execution thereof; and swore to
the truth of the facts therein stated.

     WITNESS my hand and Notarial Seal this 28th day of August,
1968.

                                        /s/ Phyllis J. Evans
                                        (Written Signature)

                                        Phyllis J. Evans
                                        (Printed Signature)
                                        Notary Public

My commission expires
November 4, 1968




This instrument was prepared by Richard M. Treckelo, Lawyer, 303
First National Bank Building, Elkhart, Indiana.<PAGE>

                  STATE OF INDIANA
          OFFICE OF THE SECRETARY OF STATE
              CERTIFICATE OF AMENDMENT
                         OF
                 SKYLINE CORPORATION

     I, WILLIAM N. SALIN, Secretary of State of the State of
Indiana, hereby certify that Articles of Amendment for the above
Corporation, in the form prescribed by my office, prepared and signed
in duplicate in accordance with "An Act concerning domestic and
foreign corporations for profit, providing penalties for the violation
hereof, and repealing all laws or parts of laws in conflict herewith,"
approved March 16, 1929, and Acts supplemental thereto.

                   THE AMENDMENTS

The exact text of Articles V and VI.

(See Riders Attached).

     Whereas, upon due examination, I find that the Articles of
Amendment conform to law, and have endorsed my approval upon the
duplicate copies of such Articles; that all fees have been paid as
required by law; that one copy of such Articles has been filed in my
office; and that the remaining copy of such Articles bearing the
endorsement of my approval and filing has been returned by me to the
Corporation.

                                In Witness Whereof, I have
                                hereunto set my hand 
(Seal of the State of Indiana)  and affixed the seal of the
                                State of Indiana, at the 
                                City of Indianapolis, this 24th
                                day of September, 1969.

                                /s/ William N. Salin
                                William N. Salin, Secretary
                                of State

                                By                                       
               
                                        
                                Deputy<PAGE>
                      ARTICLE V
               Amount of Capital Stock

     The total number of shares into which the authorized capital
stock of the Corporation is divided is hereby changed from 5,000,000
shares of Common Stock, having a par value of 8-1/3 cents per share,
to 15,000,000 shares of Common Stock, having a par value of 2.77
cents per share.

     At the close of business on the date that these Amendments shall
become effective, each share of Common Stock, par value 8-1/3 cents
per share, of the Corporation, issued and outstanding immediately prior
to the close of business on said effective date, shall be exchanged for
three (3) shares of Common Stock, par value 2.77 cents per share of the
Corporation.

     Such exchange and conversion will be accomplished as follows:

     At the close of business on said effective date, each stock
certificate issued and outstanding prior to the close of business on the
date that these Amendments shall become effective, shall, without
further action by the Corporation, or its shareholders, automatically be
converted to a certificate for a like number of shares of Common Stock,
par value 2.77 cents per share, in partial exchange for the 8-1/3 cents
par value Common Stock, and the Corporation or any Transfer Agent
for said Common Stock shall issue to each shareholder another
Certificate for the additional number of new shares of 2.77 cents par
value Common Stock to complete said exchange and conversion and
said three (3) - for - one (1) stock split.

                     ARTICLE VI
               Terms of Capital Stock

     A.   The authorized capital stock of the Corporation shall
consist of 15,000,000 shares of Common Stock, having a par value of
2.77 cents per share, all of one and the same class, with equal and
identical rights, privileges, powers, obligations, restrictions and voting
rights.

     B.   No shareholder of the Corporation shall have a pre-
emptive right to purchase, subscribe for or take any part of any stock
or any part of any notes, debentures, bonds or other securities, whether
or not convertible into, or carrying options or warrants to purchase
stock of the Corporation hereafter issued, optioned or sold by it.

     C.   Subscribers and shareholders shall be liable for the debts
of the Corporation only to the extent of any unpaid portion of their
subscriptions for shares of the Corporation or any unpaid portion of the
consideration for the issuance to them of shares of the Corporation, and
except for such liability the private property of the stockholders,
directors and officers of this Corporation shall at all times be exempt
from all corporate debts and liabilities whatsoever.<PAGE>

                ARTICLES OF AMENDMENT
                       OF THE
              ARTICLES OF INCORPORATION
                         OF
                 SKYLINE CORPORATION

     The undersigned officers of Skyline Corporation (hereinafter
referred to as the "Corporation"), existing pursuant to the provisions of
The Indiana General Corporation Act, as amended (hereinafter referred
to as the "Act"), desiring to give notice of corporate action effectuating
amendment of certain provisions of its Articles of Incorporation, certify
the following facts:

                    SUBDIVISION A
                   THE AMENDMENTS

     The exact text of Articles V and VI of the Articles of
Incorporation of the Corporation, as amended (hereinafter referred to
as the "Amendments"), now is as follows:

                      ARTICLE V
               Amount of Capital Stock

     The total number of shares into which the authorized capital
stock of the Corporation is divided is hereby changed from 5,000,000
shares of Common Stock, having a par value of 8-1/3 cents per share,
to 15,000,000 shares of Common Stock, having a par value of 2.77
cents per share.

     At the close of business on the date that these Amendments shall
become effective, each share of Common Stock, par value 8-1/3 cents
per share, of the Corporation, issued and outstanding immediately prior
to the close of business on said effective date, shall be exchanged for
three (3) shares of Common Stock, par value 2.77 cents per share of the
Corporation.

     Such exchange and conversion will be accomplished as follows:

     At the close of business on said effective date, each stock
certificate issued and outstanding prior to the close of business on the
date that these Amendments shall become effective, shall, without
further action by the Corporation, or its shareholders, automatically be
converted to a certificate for a like number of shares of Common Stock,
par value 2.77 cents per share, in partial exchange for the 8-1/3 cents
par value Common Stock, and the Corporation or any Transfer Agent
for said Common Stock shall issue to each shareholder another
Certificate for the additional number of new shares of 2.77 cents par
value Common Stock to complete said exchange and conversion and
said three (3) - for - one (1) stock split.

                     ARTICLE VI
               Terms of Capital Stock

     A.   The authorized capital stock of the Corporation shall
consist of 15,000,000 shares of Common Stock, having a par value of
2.77 cents per share, all of one and the same class, with equal and
identical rights, privileges, powers, obligations, restrictions and voting
rights.

     B.   No shareholder of the Corporation shall have a pre-
emptive right to purchase, subscribe for or take any part of any stock
or any part of any notes, debentures, bonds or other securities, whether
or not convertible into, or carrying options or warrants to purchase
stock of the Corporation hereafter issued, optioned or sold by it.

     C.   Subscribers and shareholders shall be liable for the debts
of the Corporation only to the extent of any unpaid portion of their
subscriptions for shares of the Corporation or any unpaid portion of the
consideration for the issuance to them of shares of the Corporation, and
except for such liability the private property of the stockholders,
directors and officers of this Corporation shall at all times be exempt
from all corporate debts and liabilities whatsoever.

                    SUBDIVISION B
             MANNER OF ADOPTION AND VOTE

               1.  Action by Directors

     The Board of Directors of the Corporation, at a meeting thereof,
duly called, constituted and held on June 2, 1969, at which a quorum
of such Board of Directors was present, duly adopted a resolution
proposing to the Shareholders of the Corporation entitled to vote in
respect of the Amendments that the provisions and terms of Articles V
and VI of its Articles of Incorporation be amended so as to read as set
forth in the Amendments; and called a meeting of such Shareholders,
to be held September 15, 1969, to adopt or reject the Amendments.

             2.  Action by Shareholders

     The Shareholders of the Corporation entitled to vote in respect
of the Amendments, at a meeting thereof, duly called, constituted and
held on September 15, 1969, at which holders of 2,903,705 shares of
the Corporation's Common Stock, par value 8-1/3 cents per share were
present in person or by proxy, adopted the Amendments.

     The number of shares entitled to vote in respect of the
Amendments, the number of shares voted in favor of the adoption of
the Amendments, and the number of shares voted against such adoption
are as follows:

                              Total
Shares entitle to vote:            3,762,948
Shares voted in favor:             2,902,698
Shares voted against:                  1,007

       3.  Compliance with Legal Requirements

     The manner of the adoption of the Amendments, and the vote by
which they were adopted, constitute full legal compliance with the
provisions of the Act, the Articles of Incorporation, and the By-Laws
of the Corporation.

                    SUBDIVISION C
       STATEMENT OF CHANGES MADE WITH RESPECT
                      TO THE
            SHARES HERETOFORE AUTHORIZED

     Before giving effect to the Amendments, the authorized capital
stock of this Corporation consisted of 5,000,000 shares of Common
Stock, par value 8-1/3 cents per share.  The Amendments provide for
an additional 10,000,000 shares of authorized Common Stock.  After
giving effect to the Amendments, the authorized capital stock of this
Corporation shall consist of 15,000,000 shares of Common Stock, of
the par value of 2.77 cents per share.

     IN WITNESS WHEREOF, the undersigned officers execute
these Articles of Amendment of the Articles of Incorporation of the
Corporation, and certify to the truth of the facts herein stated, this 16th
day of September, 1969.


                                        /s/ Arthur J. Decio
                                        (Written Signature)

                                        Arthur J. Decio
                                        (Printed Signature)

                                        President of
                                        Skyline Corporation
                                        (Name of Corporation)

                                        /s/ Richard M. Treckelo
                                        (Written Signature)

                                        Richard M. Treckelo
                                        (Printed Signature)

                                        Secretary of
                                        Skyline Corporation
                                        (Name of Corporation)

STATE OF INDIANA         )
                         )  SS:
COUNTY OF ELKHART   )

     I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify
that Arthur J. Decio, the President and Richard M. Treckelo, the
Secretary, of Skyline Corporation, the officers executing the foregoing
Articles of Amendment of Articles of Incorporation, personally
appeared before me; acknowledged the execution thereof; and swore to
the truth of the facts therein stated.

     WITNESS my hand and Notarial Seal this 16th day of
September, 1969.

                                        /s/ Phyllis J. Evans
                                        (Written Signature)

                                        Phyllis J. Evans
                                        (Printed Signature)
                                        Notary Public

My commission expires
November 4, 1972




This instrument was prepared by Richard M. Treckelo, Lawyer, 303
First National Bank Building, Elkhart, Indiana.

                                         EXHIBIT (21)



                                Subsidiaries of the Registrant



           Parent (Registrant) - Skyline Corporation (an Indiana Corporation)

           Subsidiaries        - Skyline Homes, Inc. (a California Corporation)

                               - Homette Corporation (an Indiana Corporation)

                               - Layton Homes Corp. (an Indiana Corporation)


           These wholly-owned subsidiaries are included in the consolidated
           financial statements.



                                           EXHIBIT (27)



                                      Financial Data Schedules


<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000090896
<NAME> SKYLINE CORPORATION
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          MAY-31-1995
<PERIOD-START>                             JUN-01-1994
<PERIOD-END>                               MAY-31-1995
<CASH>                                           10754
<SECURITIES>                                     29157
<RECEIVABLES>                                    45414
<ALLOWANCES>                                        40
<INVENTORY>                                      14805
<CURRENT-ASSETS>                                107336
<PP&E>                                           87171
<DEPRECIATION>                                   41915
<TOTAL-ASSETS>                                  215464
<CURRENT-LIABILITIES>                            33246
<BONDS>                                              0
<COMMON>                                           312
                                0
                                          0
<OTHER-SE>                                      179420
<TOTAL-LIABILITY-AND-EQUITY>                    215464
<SALES>                                         642118
<TOTAL-REVENUES>                                642118
<CGS>                                           539993
<TOTAL-COSTS>                                   622233
<OTHER-EXPENSES>                                    12
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              (5827)
<INCOME-PRETAX>                                  25700
<INCOME-TAX>                                     10358
<INCOME-CONTINUING>                              15342
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     15342
<EPS-PRIMARY>                                     1.38
<EPS-DILUTED>                                     1.38
        

</TABLE>


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