SKYLINE CORP
10-K, 2000-08-04
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, 2000        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 13, 2000               which Registered

Common Stock                8,621,444          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 (7,041,139 shares) based on the closing price on the New
York Stock Exchange on July 13, 2000 was $154,905,058.

                   DOCUMENTS INCORPORATED BY REFERENCE:

            Title                                       Form 10-K

Proxy Statement dated August 4, 2000             Part III, Items 10 - 12
for Annual Meeting of Shareholders to
be held September 25, 2000.

                   (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
2000 Annual Meeting of Shareholders to be held on September 25, 2000 (its
"2000 Proxy Statement").  The following cross-reference index shows the
page locations in the 2000 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 2000 Proxy Statement are not required in this Form 10-K and
should not be considered a part hereof.

                                                           2000
                                               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.....................  18
             Report of Independent Accountants  19
             Consolidated Balance Sheets......  20
             Consolidated Statements of
               Earnings and Retained Earnings.  22
             Consolidated Statements of
               Cash Flows ....................  23
             Notes to Consolidated Financial
               Statements.....................  25
             Financial Summary by Quarter.....  29

                                 FORM 10-K
                           CROSS-REFERENCE INDEX
                                (Continued)

                                                            2000
                                               Form         Proxy
                                               10-K       Statement
Item  9.   Changes in and Disagreements with
           Accountants on Accounting and
           Financial Disclosure...............  29

           PART III

Item 10.   Directors and Executive
           Officers of the Registrant.........  30            3-4

Item 11.   Executive Compensation.............                 6

Item 12.   Security Ownership of Certain
           Beneficial Owners and
           Management.........................                3-5

Item 13.   Certain Relationships and Related
           Transactions.......................  31

           PART IV

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

            (a)  1. Financial Statements......  32
                      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.........  32

            (b)Reports on Form 8K.............  32

SIGNATURES.....................................  33

                                  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 "Corporation")
           design, produce and distribute manufactured housing (mobile homes
           and multi-sectional homes) and recreational vehicles (travel
           trailers, including park models and fifth wheels, and truck
           campers).

           The Corporation, which is one of the largest producers of
           manufactured homes in the United States, produced 13,731
           manufactured homes in fiscal year 2000.

           The Corporation'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', double wide widths
           from 20' to 32', and triple wide widths from 36' to 42'.

           The Corporation's recreational vehicles are sold under the
           "Nomad," "Layton," and "Aljo" trademarks for travel trailers and
           fifth wheels.

           In fiscal year 2000 manufactured homes represented 78% of total
           sales, while recreational vehicles accounted for the remaining
           22%.  In the prior year the sales dollars were 81% manufactured
           homes and 19% recreational vehicles.  Additional financial data
           relating to these industry segments is included in Note 4,
           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 married couples 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 primarily
           vacationing middle income families, retired couples traveling
           around the country and sportsmen pursuing four-season hobbies.

           Method of Distribution

           The Corporation's manufactured homes are distributed by
           approximately 650 dealers at 1,200 locations throughout the
           United States and recreational vehicles are distributed by
           approximately 310 dealers at 340 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 Corporation provides the retail purchaser of its products
           with a full one-year warranty against defects in materials and
           workmanship.  All recreational vehicles manufactured after
           December 1, 1998 are covered by an improved two-year warranty.
           The warranties are backed by a corporate service department and
           an extensive field service system.

           The Corporation's products are sold to dealers either through
           floor plan financing with various financial institutions or on a
           cash on delivery basis.  Payments to the Corporation are made
           either directly by the dealer or by financial institutions which
           have agreed to finance dealer purchases of the Corporation's
           products.  In accordance with industry practice, certain
           financial institutions which finance dealer purchases require the
           Corporation to execute repurchase agreements which provide that
           in the event a dealer defaults on its repayment of the financing,
           the Corporation will repurchase its products from the financing
           institution in accordance with a declining repurchase price
           schedule established by the Corporation.  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 Corporation is basically an assembler of components purchased
           from outside sources.  The major components used by the
           Corporation are lumber, plywood, shingles, vinyl and wood siding,
           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 Corporation is
           obtaining sufficient materials to fulfill its needs.

           Patents, Trademarks, Licenses, Franchises and Concessions

           The Corporation 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.

           Seasonal Fluctuations

           While the Corporation 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 Corporation's northern plants.  Recreational vehicle sales
           are generally higher in the spring and summer months than in the
           fall and winter months.

           Inventory

           The Corporation does not build significant inventories of either
           finished goods or raw materials at any time. In addition, there
           are no significant inventories sold on consignment.

           Dependence Upon Individual Customers

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

           Backlog

           The Corporation does not consider as significant in its business
           the existence and extent of backlog at any given date.  Because
           the Corporation'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 Corporation's business.

           Government Contracts

           The Corporation has had no significant contracts during the past
           three years.


           Competitive Conditions

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

           The Manufactured Housing Institute reported that the industry
           produced approximately 348,700 homes in calendar year 1999.  In
           the same period, the Corporation produced 15,300 units for a 4.4%
           market share.  In calendar year 1998, approximately 372,800 homes
           were manufactured by the industry.  In that period the
           Corporation produced 17,286 homes for a 4.6% market share.

           The recreational vehicle industry produced 473,800 units in
           calendar year 1999 compared to 441,300 units in calendar year
           1998.  The following table shows the Corporation's competitive
           position in the recreational vehicle product lines it sells.

                                   Units Produced      Units Produced
                                 Calendar Year 1999  Calendar Year 1998
                                  Industry Skyline    Industry Skyline

           Travel Trailers         117,500   7,414      98,500   6,544

           Fifth Wheels             60,500   2,059      56,400   2,227

           Park Models               7,800     504       7,600     563

           Truck Campers            11,500      97      10,800     217


           Both the manufactured housing and recreational vehicle segments
           of the Corporation'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
           Corporation's business in the past and may do so in the future.

           The Corporation 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 occur, such public concerns
           will affect sales of the Corporation'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 Corporation 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.

           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 Corporation has voluntarily
           subjected itself to third party inspection of all of its products
           nationwide in order to further assure the Corporation, its
           dealers, and customers of compliance with established standards.

           The Corporation'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 Corporation'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 Corporation'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 Corporation 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
           Corporation believes that its existing warranties meet all
           requirements of the Act.

           HUD has promulgated rules requiring producers 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.

           Number of Employees

           The Corporation employs approximately 3,200 people at the present
           time.

Item 2.    Properties

      The Corporation owns its corporate offices and design facility,
      which are located in Elkhart, Indiana.

      The Corporation's 24 manufacturing plants, all of which are
      owned, are as follows:

      Location                             Products

      California, San Jacinto              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                        Idle
      Kansas, Arkansas City                Manufactured Housing
      Kansas, Halstead                     Manufactured Housing
      Louisiana, Bossier City              Manufactured Housing
      North Carolina, Mocksville           Manufactured Housing/Park Models
      Ohio, Sugarcreek                     Manufactured Housing
      Oregon, McMinnville                  Manufactured Housing
      Oregon, McMinnville                  Recreational Vehicles
      Pennsylvania, Ephrata                Manufactured Housing/Park Models
      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.  In May 2000
      the Corporation closed its manufacturing housing plant in Howe,
      Indiana.  This plant is currently for sale.

      It is extremely difficult to determine the unit productive
      capacity of the Corporation because of the ever-changing
      product mix.

      The Corporation believes that its plant facilities and
      machinery and equipment are well maintained and are in
      good operating condition.

      Item 3.   Legal Proceedings

      Neither the Corporation nor any of its subsidiaries is a party
      to any pending legal proceeding which could 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, 2000.

                                   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.  A quarterly cash dividend of 18 cents ($0.18) per
      share was paid in fiscal 2000. A quarterly cash dividend of
      15 cents ($0.15) per share was paid in the first half of
      fiscal 1999 and a quarterly cash dividend of 18 cents ($0.18)
      per share in the second half.  At May 31, 2000, there were
      approximately 1,500 holders of record of Skyline Corporation
      common stock.  A quarterly summary of the market price is
      listed for the fiscal years ended May 31, 2000 and 1999.

                      2000                  1999

      Quarter    High       Low         High      Low

      First     $31-7/16   $27- 3/8    $34-7/8   $28

      Second    $28-1/4    $22- 3/8    $32-9/16  $24-3/16

      Third     $25-1/4    $19- 3/4    $33-3/8   $28-3/4

      Fourth    $22-7/8    $17-13/16   $31-1/2   $26-1/2

      Item 6.   Selected Financial Data

      Dollars in thousands except per share data

                       	  2000      1999      1998      1997      1996

      FOR THE YEAR
      Sales   		$589,242  $664,791  $623,395  $613,191  $645,956
      Net earnings    	$ 15,028  $ 25,561  $ 19,946  $ 20,831  $ 19,683
      Cash dividends
             paid   	$  6,410  $  6,043  $  5,729  $  6,098  $  5,477

      Capital
       expenditures  	$  4,115  $  7,113  $  3,069  $  3,285  $  2,971
      Depreciation    	$  4,022  $  3,838  $  3,775  $  3,745  $  3,479


      AT YEAR END
      Working
       capital       	$123,401  $147,398  $142,185  $133,942  $ 80,761

      Current ratio     4.2:1     4.2:1     4.1:1     4.5:1     2.9:1

      U.S. Treasury
       Notes         	$ 25,072  $      -  $      -  $ 29,949  $ 59,907

      Property,
       plant and
       equipment,
             net    	$ 44,188  $ 44,102  $ 40,951  $ 41,952  $ 43,400


      Total assets    	$235,666  $240,982  $233,004  $217,867  $230,336

      Shareholders'
       equity         	$192,949  $191,692  $183,523  $176,221  $184,267


      PER SHARE
      Basic earnings 	$  1.70   $   2.80  $   2.10  $   2.07  $   1.84
      Cash dividends
       paid   		$   .72   $    .66  $    .60  $    .60  $    .51
      Shareholders'
       equity         	$ 22.22   $  21.30  $  19.46  $  18.23  $  17.43

      Item 7. Management's Discussion and Analysis of Financial Condition and
      	      Results of Operations (Unaudited)

      Results of Operations - Fiscal 2000 Compared to Fiscal 1999

      Sales in 2000 were $589,242,000, a decrease of $75,549,000 from
      $664,791,000 in 1999.  Manufactured housing sales totaled
      $459,309,000 for 2000 compared to $539,377,000 in 1999.
      Manufactured housing unit sales decreased to 13,731 compared to
      16,956.  The decrease reflects sluggishness in the manufactured
      housing market due to industry-wide excess retail inventories,
      higher interest rates and the tightening of credit standards by
      lenders.  These conditions continue as the Corporation enters
      the first quarter of its 2001 fiscal year.  Recreational
      vehicle sales increased to $129,933,000 in 2000 compared to
      $125,414,000 in 1999.  Recreational vehicle unit sales
      decreased to 9,780 in 2000 compared to 9,846 in 1999. The unit
      sales increase in travel trailers was not enough to offset the
      decrease in demand for fifth wheels and truck campers.
      However, dollar sales increased due to higher average sales
      prices and product mix changes in the fifth wheel and travel
      trailer product lines.

      Cost of sales in 2000 was 83.1% of sales compared to 81.3% in
      1999.  Manufactured housing cost of sales in 2000 increased to
      82.0% of sales from 80.3% in 1999.  Recreational vehicle cost
      of sales in 2000 increased to 86.8% of sales from 85.9% in
      1999.  The increase is primarily due to rising raw material
      costs and increased price competition on sales.

      Selling and administrative expenses as a percentage of sales
      were 13.8% in 2000 compared to 13.2% in 1999.  The increase is
      due to a larger proportion of fixed and semi-fixed costs
      resulting from lower sales volume.

      Manufactured housing operating earnings as a percentage of
      sales were 3.8% in 2000 and 6.5% in 1999.  Recreational vehicle
      operating earnings as a percentage of sales decreased to 4.1%
      of sales in 2000 from 5.3% of sales in 1999.  Both decreases
      were largely due to either decreased sales volume or gross
      margins.

      Interest income amounted to $6,572,000 in 2000 compared to
      $6,264,000 in 1999.  Interest income is directly related to the
      amount available for investment and the prevailing yields of
      U.S. Government securities.

      Item 7. Management's Discussion and Analysis of Financial Condition and
              Results of Operations (Unaudited), continued

      The increase in interest income was primarily due to higher
      interest rates during the period.

      Results of Operations - Fiscal 1999 Compared to Fiscal 1998

      Sales in 1999 were $664,791,000, an increase of $41,396,000
      from $623,395,000 in 1998.  Manufactured housing sales totaled
      $539,377,000 for 1999 compared to $510,465,000 in 1998.
      Manufactured housing unit sales decreased to 16,956 compared to
      17,293.  Sales dollars in this business segment increased due
      to continued demand for multi-section homes.  This product
      accounted for 67.5 percent of all homes shipped by Skyline in
      1999 versus 60.3 percent in 1998.  In addition, multi-section
      homes have a higher selling price compared to a single section
      home. The demand for manufactured housing in 1999 was steady
      until the fiscal year's fourth quarter when the manufactured
      housing market experienced some softening in demand.
      Recreational vehicle sales increased to $125,414,000 in 1999
      compared to $112,930,000 in 1998.  Recreational vehicle unit
      sales increased to 9,846 in 1999 compared to 8,979 in 1998.
      The increase in this business segment's sales is primarily
      attributable to continuing demand for travel trailers.

      Cost of sales in 1999 was 81.3% of sales compared to 82.4% in
      1998.  Manufactured housing cost of sales in 1999 decreased to
      80.3% of sales compared to 81.6% in 1998.  Recreational vehicle
      cost of sales in 1999 decreased to 85.9% of sales compared to
      86.3% in 1998.  The decreases are primarily due to a reduction
      in raw material cost.

      Selling and administrative expenses as a percentage of sales
      were 13.2% in 1999 and 1998.

      Manufactured housing operating earnings as a percentage of
      sales were 6.5% in 1999 and 5.5% in 1998.  Recreational vehicle
      operating earnings as a percentage of sales increased to 5.3%
      of sales in 1999 from 3.6% of sales in 1998.  Both increases
      were largely due to increased sales volumes and gross margins.

      Interest income amounted to $6,264,000 in 1999 compared to
      $6,233,000 in 1998.  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 investment levels during the period
      and marginally higher yields.



      Item 7. Management's Discussion and Analysis of Financial Condition and
              Results of Operations (Unaudited), continued

      Liquidity and Capital Resources

      At May 31, 2000 cash and short-term investments in U.S.
      Treasury Bills totaled $108,938,000, a decrease of $24,104,000
      from $133,042,000 at May 31, 1999.  The decrease is primarily
      due to an investment in U. S. Treasury Notes of $25,072,000.
      Current assets exclusive of cash and investments in U.S.
      Treasury Bills totaled $53,498,000 at the end of fiscal 2000, a
      decrease of $6,518,000 from the balance at May 31, 1999 of
      $60,016,000.  This change is primarily due to a decrease in
      accounts receivable ($6,357,000) because of lower sales this
      fiscal year.  Decreased sales also caused current liabilities
      to decline $6,625,000 from $45,660,000 at May 31, 1999 to
      $39,035,000 at May 31, 200

      Capital expenditures totaled $4,115,000 in fiscal 2000 compared
      to $7,113,000 in the prior year.  Capital expenditures during
      the current fiscal year were made primarily to replace or
      refurbish machinery and equipment, improve manufacturing
      efficiencies, and increase manufacturing capacity.  Cash was
      also used to purchase $7,361,000 of the Corporation's stock in
      fiscal 2000, compared to $11,349,000 in fiscal 1999.  The cash
      provided by operating activities in fiscal 2001, along with
      current cash and short-term investments, is expected to be
      adequate to fund any capital expenditures and treasury stock
      purchases during the year.  Historically, the Corporation's
      financing needs have been met through funds generated
      internally.

      Other Matters

      The provision for federal income taxes in each year
      approximates the statutory rate and for state income taxes
      reflects current state rates effective for the period based
      upon activities within the taxable entities.

      The consolidated financial statements included in this report
      reflect transactions in the dollar values in which they were
      incurred and, therefore, do not attempt to measure the impact
      of inflation.  However, the Corporation believes that inflation
      has not had a material effect on its operations during the past
      three years.  On a long-term basis the Corporation has
      demonstrated an ability to adjust the selling prices of its
      products in reaction to changing costs due to inflation.

      Item 7. Management's Discussion and Analysis of Financial Condition and
      	      Results of Operations (Unaudited), continued

      Forward Looking Information

      Certain statements in this report are considered forward
      looking as indicated by the Private Securities Litigation
      Reform Act of 1995.  These statements involve uncertainties
      that may cause actual results to materially differ from
      expectations as of the report date.  These uncertainties
      include but are not limited to general economic conditions,
      interest rate levels, consumer confidence, market demographics,
      competitive pressures, and the success of implementing
      administrative strategies.

      Item 8.   Financial Statements and Supplementary Data

      Index to Consolidated Financial Statements

      Financial Statements:

      Report of Independent Accountants...........  19

      Consolidated Balance Sheets.................  20

      Consolidated Statements of Earnings
      and Retained Earnings.......................  22

      Consolidated Statements of Cash Flows.......  23

      Notes to Consolidated Financial Statements..  25

      Financial Summary by Quarter................  29




                 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, 2000 and 1999, and the results of their
      operations and their cash flows for each of the three years in
      the period ended May 31, 2000, in conformity with generally
      accepted accounting principles.  These financial statements are
      the responsibility of Skyline Corporation's 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.


      PRICEWATERHOUSECOOPERS LLP

      Chicago, Illinois
      June 15, 2000


      Skyline Corporation and Subsidiary Companies

      Consolidated Balance Sheets
      May 31, 2000 and 1999
      Dollars in thousands

      ASSETS
                                           2000          1999
      Current Assets
      Cash                             	$  7,006      $  4,266
      Treasury Bills, at cost plus
       accrued interest                  101,932       128,776
      Accounts receivable, trade,
       less allowance for doubtful
       accounts of $40                    35,430        41,787

      Inventories                          9,807        10,471

      Deferred income tax benefits         7,911         7,069

      Other current assets                   350           689

      Total Current Assets               162,436       193,058


      Investment in U.S. Treasury Notes   25,072             -

      Property, Plant and Equipment,
       At Cost
      Land                                 6,662         5,801
      Buildings and improvements          63,308        61,591
      Machinery and equipment             25,770        24,608

                                          95,740        92,000
      Less accumulated depreciation       51,552        47,898
      Net Property, Plant and
       Equipment                          44,188        44,102

      Other Assets                         3,970         3,822

                                        $235,666      $240,982


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

      Skyline Corporation and Subsidiary Companies

      Consolidated Balance Sheets
      May 31, 2000 and 1999
      Dollars in thousands except per share data

      LIABILITIES AND SHAREHOLDERS' EQUITY

                                	   2000          1999
      Current Liabilities
      Accounts payable, trade           $  6,350      $  8,496
      Accrued salaries and wages           5,540         6,715
      Accrued profit sharing               2,518         2,742
      Accrued marketing programs           8,435         9,878
      Accrued warranty and related
       expenses                           10,063         9,277
      Other accrued liabilities            4,570         5,981
      Income taxes                         1,559         2,571

      Total Current Liabilities           39,035        45,660

      Other Deferred Liabilities           3,682         3,630

      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                  247,479       238,861
      Treasury stock, at cost,
       2,534,200 shares in 2000 and
       2,217,200 shares in 1999          (59,770)      (52,409)

      Total Shareholders' Equity         192,949       191,692

                                        $235,666      $240,982


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

   Skyline Corporation and Subsidiary Companies

   Consolidated Statements of Earnings and Retained Earnings
   For the Years Ended May 31, 2000, 1999 and 1998
   Dollars in thousands except per share data

                                      2000        1999        1998

   EARNINGS

   Sales                            $589,242    $664,791    $623,395

   Cost of sales                     489,585     540,673     513,643

   Gross profit                       99,657     124,118     109,752

   Selling and administrative
    expenses                          81,144      87,781      82,646

   Operating earnings                 18,513      36,337      27,106

   Interest income                     6,572       6,264       6,233

   Earnings before income taxes       25,085      42,601      33,339

   Provision for income taxes
     Federal                           8,363      13,990      11,107
     State                             1,694       3,050       2,286

                                      10,057      17,040      13,393

   Net earnings                     $ 15,028    $ 25,561   $  19,946

   Basic earnings per share         $   1.70    $   2.80   $    2.10

   Weighted average common shares
    outstanding                    8,858,628   9,136,116   9,511,023

   RETAINED EARNINGS
   Balance at beginning of year     $238,861    $219,343   $205,126

   Add net earnings                   15,028      25,561     19,946

   Less cash dividends paid ($.72
    per share in 2000, $.66 per
    share in 1999 and $.60 per
    share in 1998)                     6,410       6,043      5,729

   Balance at end of year           $247,479    $238,861   $219,343



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

Skyline Corporation and Subsidiary Companies

Consolidated Statements of Cash Flows
For the Years Ended May 31, 2000, 1999 and 1998
Increase (Decrease) in Cash

Dollars in Thousands
                         		2000      1999        1998
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings                        $ 15,028  $ 25,561    $ 19,946

Adjustments to reconcile net
 earnings to net cash provided by
 operating activities:
 Interest income earned on
   U.S. Treasury Bills and Notes      (6,572)   (6,264)     (6,233)
 Depreciation                          4,022     3,838       3,775
 Amortization of discount or premium
   on U.S. Treasury Notes                 61         -         (51)
 Working capital items:
   Accounts receivable                 6,357     1,111         462
   Inventories                           664    (1,316)        838
   Other current assets                 (503)     (112)      1,032
   Accounts payable, trade            (2,146)   (4,376)      3,130
   Accrued liabilities                (3,467)    3,628       2,770
   Income taxes payable               (1,012)      111       1,811
 Other assets                           (148)     (251)       (184)
 Other deferred liabilities               52       446         124

 Total Adjustments                    (2,692)   (3,185)      7,474

 Net cash provided by operating
  activities                          12,336    22,376      27,420


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

Skyline Corporation and Subsidiary Companies

Consolidated Statements of Cash Flows, continued
For the Years Ended May 31, 2000, 1999 and 1998
Increase (Decrease) in Cash

Dollars in Thousands
                                        2000      1999       1998
CASH FLOWS FROM INVESTING ACTIVITIES
 Proceeds from sale or maturity
  of U.S. Treasury Bills             446,701   511,761    452,570
 Proceeds from maturity of
  U.S. Treasury Notes                      -         -     30,000
  Purchase of U.S. Treasury Notes    (25,133)        -          -
 Purchase of U.S. Treasury Bills    (414,480) (516,157)  (494,538)
 Interest received from
  U.S. Treasury Notes                  1,194         -      1,144
 Proceeds from sale of property,
  plant and equipment                      8       124        295
 Purchase of property, plant
  and equipment                       (4,115)   (7,113)    (3,069)

Net cash provided by (used in)
 investing activities                  4,175   (11,385)   (13,598)

CASH FLOWS FROM FINANCING ACTIVITIES
 Cash dividends paid                  (6,410)   (6,043)    (5,729)
 Purchase of treasury stock           (7,361)  (11,349)    (6,915)

 Net cash used in financing
  activities                         (13,771)  (17,392)   (12,644)

Net increase (decrease)in cash         2,740    (6,401)     1,178
Cash at beginning of year              4,266    10,667      9,489

Cash at end of year                 $  7,006  $  4,266   $ 10,667



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

Skyline Corporation and Subsidiary Companies

Notes to Consolidated Financial Statements

NOTE 1 Nature of Operations and Accounting Policies

Nature of operations -- Skyline Corporation designs, manufactures and
sells at wholesale both a broad line of single and multi-sectional
manufactured homes and a large selection of non-motorized recreational
vehicle models.  Both product lines are sold through numerous
independent dealers throughout the United States who often utilize
floor plan financing arrangements with lending institutions.

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

Basis of presentation -- The consolidated financial statements include
the accounts of Skyline Corporation and all of its subsidiaries
(Corporation), each of which is wholly-owned.  All significant
intercompany transactions have been eliminated.  The preparation of
financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions.
These estimates and assumptions affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements, as well as the reported amounts
of revenues and expenses during the reporting period.  Actual results
could differ from those estimates.

Revenue recognition -- Substantially all of the Corporation's products
are made to order.  Revenue is recognized 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 $11.9 million, $17.9
million and $12.3 million in 2000, 1999 and 1998, respectively.

Inventory -- 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.  At May 31, 2000
total inventories consisted of raw materials, $4,772,000, work in
process, $4,771,000, and finished goods, $264,000.  At May 31, 1999
raw materials inventory totaled $5,245,000 and work in process
inventory totaled $5,226,000.

Depreciation -- Depreciation is computed over the estimated useful
lives of the assets using the straight-line method for financial
statement reporting and accelerated methods for income tax purposes.

Notes to Consolidated Financial Statements

NOTE 1 Nature of Operations and Accounting Policies, continued

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 gross amortized cost of the U. S. Treasury Bills, which
approximates their fair market value, totaled $101,932,000 and
$128,776,000 at May 31, 2000 and 1999, respectively.  These securities
mature within one year.  The investment in U. S. Treasury Notes has a
gross unamortized cost of $25,072,000 at May 31, 2000, and has a
maturity between one to two years.  The fair market value of the U.S.
Treasury Notes totaled $24,727,000, resulting in a gross unrealized
loss of $345,000.  The Corporation does not have any other financial
instruments which have market values differing from recorded values.

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

Income taxes -- 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.

Segment Information -- SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information," was issued in June 1997.
This statement, which was adopted by the Corporation at the end of
1999, establishes standards for the way public enterprises report
segment information in both interim and annual financial statements.

The Corporation has determined that the effects on the financial
statements from any other recently issued accounting standards will
not be material.

Reclassification -- Certain prior year amounts have been reclassified
to conform with the current year presentation.

Skyline Corporation and Subsidiary Companies

Notes to Consolidated Financial Statements

NOTE 2 Contingencies

The Corporation was contingently liable at May 31, 2000 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 from time to time has authorized
the repurchase of shares of the Corporation's common stock, in the
open market or through negotiated transactions, at such times and at
such prices as management may decide.  In fiscal 2000 the Corporation
acquired 317,000 shares of its common stock for $7,361,000.  In fiscal
1999 it acquired 433,200 shares for $11,349,000, and in fiscal 1998 it
acquired 233,000 shares for $6,915,000.  The effect of the aggregate
repurchases on basic earnings per share was $.36 per share in 2000,
$.52 per share in 1999, and $.32 per share in 1998.  At May 31, 2000,
the Corporation had authorization to repurchase an additional 683,000
shares of its common stock.

Skyline Corporation and Subsidiary Companies

Notes to Consolidated Financial Statements

NOTE 4 Industry Segment Information

Dollars in thousands
                                  2000       1999       1998
SALES
Manufactured housing           $459,309   $539,377   $510,465
Recreational vehicles           129,933    125,414    112,930

Total sales                    $589,242   $664,791   $623,395

EARNINGS BEFORE INCOME TAXES
OPERATING EARNINGS
  Manufactured housing         $ 17,499   $ 35,202   $ 27,849
  Recreational vehicles           5,343      6,632      4,050
  General corporate expenses     (4,329)    (5,497)    (4,793)

Total operating earnings         18,513     36,337     27,106

Interest income                   6,572      6,264      6,233

Earnings before income taxes   $ 25,085   $ 42,601   $ 33,339

IDENTIFIABLE ASSETS
OPERATING ASSETS
  Manufactured housing         $ 89,672   $ 93,904   $ 95,859
  Recreational vehicles          18,990     18,302     19,029

Total operating assets          108,662    112,206    114,888

U.S. TREASURY BILLS             101,932    128,776    118,116

U.S. TREASURY NOTES              25,072          -          -

Total assets                   $235,666   $240,982   $233,004

DEPRECIATION
  Manufactured housing         $  3,459   $  3,328   $  3,255
  Recreational vehicles             563        510        520

Total depreciation             $  4,022   $  3,838   $  3,775

CAPITAL EXPENDITURES
  Manufactured housing         $  3,517   $  6,125   $  2,713
  Recreational vehicles             598        988        356

Total capital expenditures     $  4,115   $  7,113   $  3,069

Operating earnings represent earnings before interest income, gain (loss) 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.

Skyline Corporation and Subsidiary Companies

Notes to Consolidated Financial Statements

NOTE 5 Employee Benefits

A) PROFIT SHARING AND 401(K) 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, 2000, 1999 and 1998, contributions to the Plans were
$2,554,000, $2,740,000 and $2,661,000, respectively.

In 1998 the Corporation began an employee savings plan (the "401(k)
Plan") that is intended to provide participating employees with an
additional method of saving for retirement.  The 401(k) Plan covers
all employees who meet certain minimum participation requirements.
The Corporation does not currently provide a matching contribution to
the Plan.

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 at the date of retirement.  To fund all
such arrangements, the Corporation purchased life insurance or annuity
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 8.0% in 2000, 1999 and 1998.  The amount charged to
operations under these arrangements was $252,000, $540,000 and
$244,000 in fiscal 2000, 1999 and 1998, respectively.

Financial Summary By Quarter
Unaudited
Dollars in thousands except per share data

2000                    1st Qtr   2nd Qtr   3rd Qtr   4th Qtr   Year

Sales                  $166,712  $160,249  $118,969  $143,312 $589,242
Gross profit             28,749    27,884    18,256    24,768   99,657
Net earnings              4,895     4,750     1,010     4,373   15,028
Basic earnings per
 share                      .54       .53       .12       .50     1.70

1999                    1st Qtr   2nd Qtr   3rd Qtr   4th Qtr    Year

Sales                  $171,044  $176,416  $145,410  $171,921 $664,791
Gross profit             31,491    34,657    25,372    32,598  124,118
Net earnings              6,511     7,285     3,929     7,836   25,561
Basic earnings per
 share                      .69       .80       .44       .87     2.80

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          69   Chairman of the Board

   Ronald F. Kloska         66   Vice Chairman and Chief
                                   Executive Officer

   William H. Murschel      55   President - Chief
                                   Operations Officer

   Terrence M. Decio        48 	 Senior Executive Vice
                                   President

   Charles W. Chambliss     50   Vice President - Product
                                   Development and Engineering

   Christopher R. Leader    41   Vice President - Operations

   James R. Weigand         45   Vice President - Finance &
                                   Treasurer and Chief
                                   Financial Officer

   Jon S. Pilarski          37   Controller


      Arthur J. Decio, Chairman of the Board, served as the
   Corporation's Chairman and Chief Executive Officer since its
   incorporation in 1959 to 1998.

      Ronald F. Kloska, Vice Chairman, Chief Executive Officer and
   Chief Administration Officer, joined the Corporation 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,
   Secretary in 1994, Deputy Chief Executive Officer in 1995,
   and Chief Executive Officer in 1998.

      William H. Murschel, President - Chief Operations Officer,
   joined the Corporation 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 Corporation in 1973.  He was elected Vice President in
   1985, Senior Vice President in 1991, and Senior Executive
   Vice President in 1993.

      Charles W. Chambliss, Vice President - Product Development
   and Engineering, joined the Corporation in 1973 and was
   elected Vice President in 1996.

      Christopher R. Leader, Vice President - Operations, joined
   the Corporation and was elected Vice President in 1997.  He
   was previously Vice President - Operations of Trek Bicycle
   Corporation from October 1994 to 1996.  From 1993 to
   September 1994 he was employed at the Ford Motor Corporation
   as a Vehicle Evaluation Manager and Production Manager.  Trek
   Bicycle Corporation and the Ford Motor Company are not
   affiliated with the Corporation.

      James R. Weigand, Vice President - Finance & Treasurer and
   Chief Financial Officer, joined the Corporation in 1991 as
   Controller.  He was elected an officer in 1994 and Vice
   President-Finance & Treasurer and Chief Financial Officer in
   1997.

      Jon S. Pilarski, Controller, joined the Corporation in 1994
   as General Accounting Manager and was elected Controller in
   1997.

      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.


                                     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) (i) Articles of Incorporation

         (3)(ii) By-Laws

        (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, 2000.

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 13, 2000                BY:
                                   Ronald F. Kloska, Vice
                                   Chairman, Chief Executive
                                   Officer 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 13, 2000                BY:
                                    	Arthur J. Decio, Chairman of
                                   	the Board

DATE:     July 13, 2000            BY:
                                      	William H. Murschel, President
	                                and Chief Operations Officer
	                                and Director

DATE: July 13, 2000                BY:
      	                                Terrence M. Decio, Senior
              	                        Executive Vice President and
                      	                Director

DATE: July 13, 2000                BY:
                                       James R. Weigand, Vice
      	                               President - Finance &
              	                       Treasurer and Chief Financial
	                               Officer

DATE: July 13, 2000                BY:
      	                               Jon S. Pilarski, Controller

DATE: July 13, 2000                BY:
                                       Jerry Hammes, Director

DATE:     July 13, 2000            BY:
                                       William H. Lawson, Director

DATE: July 13, 2000                BY:
                                       David T. Link, Director

DATE: July 13, 2000                BY:
                                       Andrew J. McKenna, Director

DATE: July 13, 2000                BY:
                                       V. Dale Swikert, Director


                             EXHIBIT (3) (i)



                        Articles of Incorporation



No changes were made to the Articles of Incorporation during the fiscal
year ended May 31, 2000.  The Articles of Incorporation were filed with
and are incorporated by reference from the Corporation's Form 10-K for
the fiscal year ended May 31, 1996.


                           EXHIBIT (3) (ii)



                                 By-Laws



No changes were made to the By-Laws during the fiscal year ended
May 31, 2000.  The By-Laws were filed with and are incorporated by
reference from the Corporation's Form 10K for the fiscal year ended
May 31, 1997.

                              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



A copy of the Corporation's Financial Data Schedules filed
electronically with the Securities and Exchange Commission with Form
10-K will be furnished to shareholders without charge upon written
request to Ronald F. Kloska, Vice Chairman and Chief Executive Officer,
Skyline Corporation, Post Office Box 743, Elkhart, Indiana 46515.



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