Rule 424(b)(3)
File No. 333-34639
PROSPECTUS SUPPLEMENT NO. 2 DATED AUGUST 10, 1998
(TO PROSPECTUS DATED JANUARY 27, 1998)
111,248 Shares
MILLER INDUSTRIES, INC.
Common Stock
This Prospectus Supplement is part of the Prospectus dated
January 27, 1998 and should be read in conjunction therewith.
The Company hereby deletes, in its entirety, the Selling
Shareholders section of the above Prospectus and Prospectus
Supplement No. 1 and replaces it with the following:
SELLING SHAREHOLDERS
The following table sets forth certain information as of
August 10, 1998 as to the security ownership of the Selling
Shareholders. Except as set forth below, none of the Selling
Shareholders has had a material relationship with the Company or
any of its predecessors or affiliates within the past three
years.
Each of the Selling Shareholders acquired his or her Shares
in connection with the acquisition by the Company or a subsidiary
thereof of a corporation in which they were a shareholder. The
aggregate consideration in each of these transactions was shares
of Common Stock, the assumption of certain liabilities and in
some transactions cash. In connection with the above referenced
transactions, the Company and the Selling Shareholders entered
into separate agreements pursuant to which the Company agreed to
file this Registration Statement with respect to the Shares
acquired by the Selling Shareholder in the transaction.
<TABLE>
<CAPTION>
Shares of Common Stock Beneficially Shares of Common Stock
Owned Prior to the Offering Beneficially Owned After
the Offering <F1>
---------------------------------------------------------------------
Percent of Shares Percent of
Name Number Class Offered<F1> Number Class
- ---- ------ ---------- ----------- ------ ----------
<S> <C> <C> <C> <C> <C>
Donna H. Brantley<F2><F3> 333 * 333 -0- *
Belinda Harris 1,316 * 1,316 -0- *
Dennis E. Harris<F2><F3> 333 * 333 -0- *
Marvin Ray Harris<F2><F3> 52,647 * 52,647 -0- *
John G. Lewis<F2><F3< 56,619 * 56,619 -0- *
------- ----- ------- --- -----
Total 111,248 111,248 -0-
</TABLE>
* Less than 1%
[FN]
<F1> All of the Shares received by the Selling Shareholders in
connection with the acquisition of the Selling Shareholders'
businesses by the Company are being registered hereunder and may
be offered pursuant to this Prospectus. There is no assurance,
however, that the Selling Shareholders will sell any or all of
<F2> In connection with the acquisition of such Selling
Shareholder's business by the Company, the Selling Shareholder
entered into an employment agreement with a subsidiary of the
Company pursuant to which he or she agreed to provide certain
services to such subsidiary for a period of three to five years
from the closing date of the acquisition of his or her business
by the Company. Under such employment agreement, the Selling
Shareholder is paid an annual salary, receives options for shares
of Common Stock to be issued in accordance with and upon the
terms and conditions of the Company's Stock Option and Incentive
Plan, and may be eligible for an annual bonus, subject to certain
performance criteria, all of which payments and benefits are
comparable to those received by similarly situated employees of
the Company for comparable services.
<F3> In connection with the acquisition of such Selling
Shareholder's business by the Company, the Selling Shareholder
and/or an affiliated individual or entity (the "Lessor") entered
into a lease with the Company or its subsidiary (the "Lessee")
pursuant to which the Lessor leased to the Lessee property on
which such business is being operated. The Company believes that
the terms and conditions of such leases reflect current market
rates in the relevant area.
</FN>
_______________
The date of this Prospectus Supplement is August 10, 1998.
