Item 1.	Business
General
The registrant, an Indiana corporation (Company), is a technically innovative tier-one supplier to the automotive, heavy truck, recreational vehicle and bus industries. It produces window, door and seating systems and injection molded plastic parts for the North American automotive original equipment manufacturers (Light Vehicle Products Segment) and appliances, window, door and seating systems and hardware products for the recreational vehicle, mass transit and heavy truck industry (RV/MT/HT Products Segment). The Company is the leading independent supplier of window systems to the combined automotive, light truck and van, bus and recreational vehicle markets in North America. The Company on April 3, 1996 completed the purchase of shares of Anderson Industries, Inc. (Anderson). Anderson's only operating asset was its wholly-owned subsidiary Atwood Industries, Inc.
Business Strategy
The Company's business objective is to profitably expand its position as a leading independent supplier of high quality, technically innovative products to the Light Vehicle Products Segment and the Recreational Vehicle, Mass Transit and Heavy Truck Products Segment. It also intends to broaden its product offerings to these markets, as well as expand its capabilities to complementary markets. Continued focus on achieving recognition as a world class manufacturer is a key component of this strategy. The Company continually strives for world class status through technical innovation, quality excellence, cost competitiveness and strategic alliances and acquisitions.
Light Vehicle Products Segment
Products. The Company designs, engineers, manufactures and supplies plastic and metal framed window assemblies, manual and power glass regulator systems, manual seat systems and injection molded plastic products principally for North American car and light truck OEMs. The Company does not manufacture or sell primary glass. Window and door systems products include various types of automotive windshields, rear, vent, quarter, push out and sliding windows; and window regulator systems, latches, door frames, hinges and related components. Seat systems include seat and height adjusters and recliner mechanisms. Other products for the Light Vehicle Products Segment include hood and deck hinges; control systems which include hand and foot operated parking brakes and transmission selectors; and a variety of injection molded plastic parts.
Customers and Marketing. The Company supplies its products primarily to Ford, Chrysler and General Motors. Total sales to these three customers for the three years ended December 28, 1996 were approximately 87% in 1994; 86% in 1995 and 65% in 1996. (For a detailed breakdown by customer see Note 11 of Notes to Consolidated Financial Statements included elsewhere herein). The loss of any of these as a customer would have a material adverse effect on the Company.
Sales of the Company's products to OEMs are made directly by the Company's sales and engineering personnel located at the Company's office in the Detroit area. Through this sales and engineering office, the Company services its OEM customers and manages its continuing programs of product design, development and improvement.
The Company's customers award contracts that normally cover parts to be supplied for a particular vehicle model. Such contracts typically extend over the life of the model, which is generally four to seven years. During the year customers issue releases under the contracts and accordingly the Company does not have a significant backlog of orders. The primary risk to the Company is that an OEM will produce fewer units of a model than anticipated. In addition, the Company competes for new business to supply parts for successor models and therefore runs the risk that the OEM will not select the Company to produce parts on a successor model. In order to reduce its reliance on any one model, the Company produces parts for a broad cross-section of both new and more mature models. The Company has been chosen as a supplier on a variety of generally successful car, light truck and van models.
Based on its ability to service its OEM customers' needs effectively, the Company believes it will be able to maintain its position on most existing models, while also expanding into new models as further consolidation in the OEM supplier base occurs.
Competition. The Company operates in a highly competitive environment in the Light Vehicle Products Segment. The number of the Company's competitors in the automotive markets is expected to decrease due to the supplier consolidation resulting from changing OEM policies. The Company's major competitors include Donnelly Corporation, Libbey-Owens-Ford Co., Guardian Industries, Rockwell International, Magna International, OEM internal operations and a large number of smaller operations.
The Company principally competes for new business both at the beginning of the development of new models and upon the redesign of existing models by its major customers. New model development generally begins two to four years prior to the marketing of such models to the public. Once a producer has been designated to supply parts to a new program, an OEM will generally continue to purchase those parts from the designated producer for the life of the program. Competitive factors in the market for the Company's products include product quality, design and engineering competence, customer service, product mix, new product innovation, cost and timely delivery. The Company believes that its business strategy allows it to compete effectively in the markets for its products.
The Company believes that it is well-positioned to succeed in this highly competitive supplier environment. The Company's size, emphasis on quality, customer service orientation, manufacturing expertise and technological leadership all contribute to the Company's success in the Light Vehicle Products Segment.
Strategic Alliances. In 1986, Ford entered into a supply agreement (the Supply Agreement) with the Company. Pursuant to the Supply Agreement, Ford agreed to purchase from the Company at least 70% of the requirements by dollar volume of Ford and Ford Canada for modular framed glass parts using RIM and polyvinyl chloride (PVC) technology, commencing with the 1990 model year. Ford's purchase obligations are contingent upon the Company being competitive as to technology, quality, service, price and delivery. The Supply Agreement, which is currently scheduled to expire at the end of the 1998 model year, has been complemented by a supply agreement between Ford and the Company dated January 31, 1994 (the 1994 Supply Agreement), which extends through the 1998 calendar year and which provides for Ford to purchase 100% of its requirements for those parts currently supplied by the Company (including parts other than modular windows), subject to specified annual price reductions. Since 1990, the Company has and is continuing to supply at least 70% of Ford's requirements for modular framed glass, which have predominately been modular windows using RIM technology. The Company works closely with Ford during the development and production by Ford of new products utilizing parts supplied by the Company, and net sales to Ford have increased from $26.7 million in 1985 to $413.2 million in 1996.
The Company also benefits from an exclusive purchase and supply agreement with H.S. Die & Engineering of Grand Rapids, Michigan. H.S. Die supplies the molds (i.e., tooling) to the Company necessary to manufacture modular windows. Working closely with OEMs and H.S. Die, the Company is able to move rapidly from design to finished tooling for modular windows. As a result of this alliance, preproduction lead-times on new programs have been decreased by more than a year, which was demonstrated in Ford's development of the latest Mustang model.
Another strategic alliance links the Company with Schade KG, a modular and conventional window and door systems supplier located in Plettenberg, Germany. Pursuant to a Reciprocal Technology License and Cooperative Venture Agreement, both companies have cooperated in developing new business proposals. Schade helped the Company develop technical capabilities in PVC modular windows. The Company commenced production of PVC modular windows in 1993 and currently supplies PVC modular windows for several models. In addition, technology acquired from the Company's alliance with Schade enabled the Company to supply door frames for General Motors' 1995 and 1996 Saturn Coupe.
In 1996, the Company together with another manufacturer of automotive parts acquired a 25% minority interest in Pollone S.A., a Brazilian automotive parts supplier. This acquisition provides a manufacturing base to supply products to the South American markets.
Recreational Vehicle, Mass Transit and Heavy Truck Products Segment
Products. Primary products for recreational vehicles include: appliances such as water heaters, furnaces, stoves and ranges; hardware such as jacks, couplers and surge brake actuators; seating frames and seat adjusters and recliner mechanisms; preassembled doors and windows for class A motor homes; glass or plastic glazed window assemblies for mass transit systems; and wing ventilator and fixed and moveable windows for heavy trucks.
Customers and Marketing. Major customers in the RV, Mass Transit and Heavy Truck Products Segment include Fleetwood, Winnebago, Damon, Jayco, Thor, Coachmen, Motor Coach Industries and Navistar. Separate sales and engineering groups are located in Rockford, Illinois and Elkhart, Indiana to service customers in this business segment. Similar to the automotive industry, customers in the RV, Mass Transit and Heavy Truck Products Segment generally issue purchase orders for products on an annual basis and periodically issue releases against those purchase orders. Accordingly, this segment does not have a significant backlog of orders at any particular time.
Competition. The RV industry is very competitive with more than 10 competitors and although no one competitor competes across all product lines the following four are significant: Suburban; Magic Chef; Hammerblow; and Hehr International.
Engineering, Research and Development
The Light Vehicle Products Segment expended approximately $10.9 million, $12.9 million and $14.0 million on engineering, research and development during 1994, 1995 and 1996, respectively. These increased expenditures have significantly improved capacity to provide complete engineering and design services to support its product lines. A corporate technical center is located in Elkhart, Indiana for basic research and development, as well as a large engineering and design staff in the Detroit area which works closely with automotive OEMs during all phases of new product development and production.
In 1996 product engineering, research and development costs for Recreational Vehicle, Mass Transit and Heavy Truck Products Segment totaled $3.2 million. Amounts spent in 1995 and 1994 were not material.
Foreign Operations
The Company's foreign operations consists of a Mexican manufacturing facility and an Italian manufacturing facility. These facilities were acquired in connection with the acquisition of Anderson and total sales from these facilities in 1996 amounted to $3,186,000.
Employees
The Company employs a total of approximately 6,800 persons, of whom approximately 18% are covered by collective bargaining agreements. The Company believes its relationship with its employees is good.
Environmental Matters
The Company believes it is in substantial compliance with federal, state, local and foreign laws regarding discharge of materials into the environment and does not anticipate any material adverse effect on its future earnings, capital expenditures or competitive position as a result of compliance with such laws.
For a discussion of potential environmental liabilities, see "Management's Discussion and Analysis of Results of Operations and Financial Condition--Liquidity and Capital Resources" and Note 8 to the Company's Consolidated Financial Statements included elsewhere herein.
Seasonality
The Light Vehicle Products Segment normally experiences reduced sales volume in the months of July, August and December as vacation periods, model change over and start-up and, in the case of December, holidays which commence prior to Christmas and run through New Years, affect the number of production days. The RV/MT/HT Products Segment is seasonal in that sales in the quarter October through December are normally at reduced levels.
Item 2.
Item 2.	Properties
The Company operates 27 manufacturing facilities, all of which are in good condition. Except as noted below, the Company owns all of these facilities.
(1)	Approximately 35,000 square feet of this facility houses the Company's executive offices and approximately 140,000 square feet of the facility are used for manufacturing and the Corporate Technical Center.
(2)	The Company leases the Fulton, Kentucky facility pursuant to a lease which 	expires in 1997. The Company is entitled to extend the term of the lease for five (5) additional terms of three (3) years each and may, at its option, purchase the facility at any time during the lease.
(3)	The Company leases these facilities on short to medium term leases generally with options to renew. Lease rates are at competitive levels.
(4)	The Company leases the Pikeville, Tennessee facility pursuant to a Lease Purchase Contract entered into as part of agreements for the issuance of two 	series of industrial development bonds. Title to the facility will be transferred to the Company for Ten Dollars ($10.00) on completion of payment on the bond issues on July 1, 1999. Rent is payable semi-annually with respect to the Series A bonds and is equal to the principal and interest due on the bonds. Semi-annual principal payments on the Series A bonds currently are $75,000.
	The Company believes that the properties and equipment are in good operating condition and are adequate for the business use intended. Utilization of the facilities varies with North American light vehicle production and general conditions of the economy. It is estimated that current capacity utilization overall is approximately 70% to 75%.
Item 3.
Item 3.	Legal Proceedings
On February 22, 1993, the United States filed a lawsuit in the United States District Court for the Northern District of Indiana against the Company and certain other parties. On July 20, 1993, the Indiana Department of Environmental Management (IDEM) joined the lawsuit. The lawsuit seeks recovery of the costs of enforcement, prejudgment interest and an amount in excess of $6.8 million, which represents costs incurred to date by the United States Environmental Protection Agency (EPA) and IDEM in connection with the contamination of soil and groundwater on the Company's property in Elkhart, Indiana, and a well field of the City of Elkhart in close proximity to the Company's facility. The lawsuit also seeks a declaration that the Company and the other defendants are liable for any future costs incurred by the EPA and IDEM in connection with the site. The Company does not believe the outcome of the lawsuit will materially effect its financial condition, liquidity or results of operations.
For further information, see "Management's Discussion and Analysis of Results of Operations and Financial Condition" and Note 8 to the Company's Consolidated Financial Statements included elsewhere herein.
Item 4.
Item 4.	Submission of Matters to Vote of Security Holders
There were no matters submitted to a vote of shareholders during the fourth quarter of 1996.
	Executive Officers of the Company
The names and ages of all executive officers of the Company, all positions and offices held by each of them and the period during which each such person has served in these offices and positions is set forth below:
Mr. Futterknecht joined the Company in 1970, was Vice President - Corporate Sales from 1976 until 1984, was Vice President - Automotive Products from 1984 until 1987, was Vice President - Automotive Sales and Engineering from 1987 to 1990, was Executive Vice President from 1990 to 1992, and was President and Chief Operating Officer from 1992 to 1995. He was appointed as a director in 1992 and elected as Chairman and Chief Executive Officer in September of 1995.
Mr. Robinson joined the Company as Secretary, Treasurer and Chief Financial Officer in December 1991 and was appointed as a director in 1992. Prior to that time, he was employed by the Standard Products Co., a manufacturer of automotive parts as Vice President from 1990 to 1991 and as Vice President - Finance from 1976 to 1990.
Mr. Crawford joined the Company in 1978, was Product Engineering Manager from 1979 until 1984, was Vice President - Engineering/Research from 1984 until 1987, Vice President - Modular Operations from 1987 to 1988, Vice President - Group Operations/ Modular Products from 1988 to 1992, and Vice President - Product Development and Value Engineering from 1992 to 1995. He is currently Vice President and Managing Director - Value Management and Product Research and Development.
Mr. Csokasy joined the Company in 1972. He was General Manager - Recreational Vehicles from 1985 to 1987, Manager of Corporate Engineering from 1987 to 1990, Vice President - Engineering from 1990 to 1992, and Vice President - Engineering and Quality from 1992 to 1995. He is currently Vice President and President - Automotive Systems.
Mr. Lindberg joined the Company in 1983, was Manager of Mass Transit and Heavy Truck Products from 1984 to 1987, was Manager of Group Operations from 1987 until 1990, was Vice President - Group Operation from 1990 to 1992. Mr. Lindberg was Vice President - Specialty Products and General Manager - Nyloncraft from 1992 to 1995. He is currently Vice President and President - - Mass Transit, RV and Heavy Truck Window and Door Systems.
Mr. Krzyzewski joined the Company in 1975, was General Manager of the Belvedere division from 1984 to 1987, was Manager, Business Strategy and Development from 1987 to 1990, and was Director, Business Strategy and Development from 1990 to 1995. He is currently Vice President and President, Plastic Products.
Mr. Paquette joined the Company in 1995 as Vice President, Corporate Human Resources. Prior to that and since 1983, he was Vice President of Human Resources for the Power Generation Group of Cummins Engine Company, a Columbus, Indiana manufacturer of diesel engines and related components.
Mr. Pickering joined Atwood Industries in 1989. He was Vice President-Manufacturing 1989 to 1991 and President-Atwood Mobile Products from 1991. He was elected a Vice President of the Company in December, 1996.
Mr. Eikelberner joined the Company in 1976, was Controller- Nyloncraft Division from 1989 to 1991, was Corporate Controller from 1991 to 1996 and elected a Vice President in December 1996.
	PART II.
Item 5.
Item 5. 	Market for the Registrant's Common Stock and Related Shareholder Matters
The Common Shares were traded on the American Stock Exchange until December 12, 1995 and thereafter on the New York Stock Exchange under the symbol EXC. The following table sets forth for the fiscal periods indicated the high and low sale prices of the Common Shares, as reported by the New York Stock Exchange and the American Stock Exchange, as applicable, and dividends declared per share.
As of February 21, 1997, there were 547 holders of record of the Common Shares.
The Company has paid cash dividends every quarter since becoming a public company in April 1984. The Company intends to continue to pay quarterly cash dividends on its Common Shares, but the payment of dividends and the amount and timing of such dividends will depend upon the Company's earnings, capital requirements, financial condition and other factors deemed relevant by the Company's Board of Directors. The Company's 7.78% Senior Notes debt agreement contains certain restrictive covenants pertaining to dividends. Currently, the Company has available for payment of dividends $25,725,000 of retained earnings.
Item 6.
Item 6.	Selected Financial Data
	SELECTED CONSOLIDATED FINANCIAL INFORMATION 	(Amounts in thousands, except per share amounts)
The following table presents selected consolidated financial data of the Company as of and for the five fiscal years ended December 28, 1996. The selected consolidated financial data have been derived from audited consolidated financial statements of the Company. Such selected consolidated financial data should be read in conjunction with "Management's Discussion and Analysis of Results of Operations and Financial Condition" and the Consolidated Financial Statements of the Company and the notes thereto included elsewhere herein. The comparability of the results for the periods presented is significantly affected by certain events, as described in "Management's Discussion and Analysis of Financial Condition and Results of Operations-- General."
(1)	In 1992, the Company provided a reserve of $4,500 for restructuring costs; and in 1995, the Company realized a gain on the disposal of the Canadian facility. See Note 15 to the Company's Consolidated Financial Statements.
(1)	In 1992, the Company provided a reserve of $4,500 for restructuring costs; and in 1995, the Company realized a gain on the disposal of the Canadian facility. See Note 15 to the Company's Consolidated Financial Statements.
Item 7.
Item 7.	Management's Discussion and Analysis of Results of 		Operations and Financial Condition
General
The Company was founded in 1928 and became a public company in April 1984. In April 1996, the Company acquired all of the outstanding common shares of Anderson Industries, Inc., (Anderson) located in Rockford, Illinois. Anderson is a holding company whose main asset is Atwood Industries, Inc. (Atwood). Atwood manufactures seat systems, including seat and height adjusters, recliner mechanisms, hand and foot operated parking brakes, transmission selectors and hood and deck hinges, all for the automotive industry. In addition, Atwood produces appliances such as water heaters, furnaces, stoves and ranges, hardware, such as jacks, couplers and surge brake actuators, seating frames, seat adjusters and recliner mechanisms for the recreational vehicle industry. With this acquisition, the Company has established lines of business to distinguish activities for the light vehicle segment separate from the recreational vehicles, mass transit and heavy truck segment (RV/MT/HT). Prior to 1996, the Company operated in predominately the light vehicle industry. The comparability of the Company's results on a period-to-period basis is significantly affected by this acquisition.
	The light vehicle products segment normally experiences reduced sales volumes in the months of July, August and December as vacation periods, model changeover and start-up and, in the case of December, holidays which commence prior to Christmas and run through New Years, affect the number of production days. The RV/MT/HT products segment is seasonal in that sales in the quarter October through December are normally at reduced levels.
Results of Operations
1996 Compared to 1995 Sales for the year ended December 28, 1996 totaled $887.7 million, up $291.7 million or 49% from the preceding year. The acquisition of Atwood added $284.9 million in 1996. The remainder of the increase was due to a slight increase in overall automotive volumes as selling prices remained stable. Increases in production of our products for light trucks and sport utility vehicles were offset by decreases in production for passenger cars. Sales for the current year were $719.4 million for the light vehicle segment and $168.3 million for the RV/MT/HT segment.
	Gross profit totaled $104.4 million, or 11.8% of sales, as compared with $55.3 million, or 9.3% of sales for the prior year. Gross profit from the Atwood acquisition amounted to $34.5 million or 12.1% of sales. The higher gross margin from Atwood had the effect of increasing overall gross margin by .2 percentage points. The remaining improvement in margin results from continued cost reductions and absence of significant launch costs.
	Selling, administrative and engineering expenses totaled $65.7 million or 7.4% of sales for 1996, up from $33.0 million or 5.5% of sales in 1995. The Atwood acquisition added $28.1 million of selling, administrative and engineering expenses. The remainder of the increase was due to increases in salaries, fringes, legal and professional fees and costs associated with engineering design and development activities.
	Interest costs of $9.8 million for 1996 increased from $3.3 million in 1995 due to the increased long-term debt outstanding including new Senior Notes issued in connection with the Anderson acquisition. Interest income of $1.8 million in 1996, recorded in other income, was down from $2.1 million in 1995 due to reductions in marketable securities. Also included in other income in 1995 was a $1.5 million gain on executive life insurance.
	Included in 1995 was a gain on the disposition of Excel Metalcraft, Ltd., located in Aurora, Ontario in the amount of $1,582,000 which amounted to 9 cents per share after income taxes. This gain included the return to profits of $970,000 of the restructuring reserve which was created in 1992. The final phase of the restructuring was completed with the sale of the shares of Metalcraft.
	The income tax provision was 37.7% of pre-tax income in 1996 up from 33.3% in 1995. The previous year reflected the impact of the non-taxable executive life insurance proceeds and a higher level of income from investing in tax-free securities.
1995 Compared to 1994 Sales for the year ended December 30, 1995 totaled $596.0 million, down $11.2 million or 2% from the preceding year. This decrease occurred primarily in sales of modular windows for passenger cars which were down 19%. North American light vehicle production for 1995 was down 1.3% when compared to 1994. The Company's largest customer, Ford Motor Company, reported passenger car production in 1995 was 14% lower than the previous year.
	Gross profit totaled $55.3 million, or 9.3% of sales, as compared with $61.4 million, or 10.1% of sales for the prior year. The decrease in 1995 compared to 1994 was due to the decreased sales, a change in product mix, a shortfall of cost reductions against customer productivity commitments and the adverse impact of new program launch costs.
	Selling, administrative and engineering expenses totaled $33.0 million for 1995, an increase of .8% or $.3 million, from 1994. 1995 expenses reflect higher costs in salaries and consulting fees (for Employee Empowerment Training and Kaizen activities) being offset by lower executive incentive compensation. As a percent of sales, selling, administrative and engineering expenses increased to 5.5% in 1995 as compared to 5.4% in 1994.
	Interest costs of $3.3 million for 1995 were similar to the $3.4 million incurred in 1994. Other income of $3.8 million in 1995 increased from $2.1 million in 1994 due to recording a $1.5 million gain on executive life insurance. Interest income, included in other income, increased from $1.8 million in 1994 to $2.1 million in 1995 due to higher interest rates.
	The income tax provision was 33.3% of pre-tax income in 1995, down from 37% in the preceding year. The 1995 percentage reflected not only the impact of the non-taxable executive life insurance proceeds but also the continuation of investing in tax- free securities.
	Included in 1995 was a gain on the disposition of Excel Metalcraft, Ltd., located in Aurora, Ontario in the amount of $1,582,000 which amounted to 9 cents per share after income taxes. This gain included the return to profits of $970,000 of the restructuring reserve which was created in 1992. The final phase of the restructuring was completed with the sale of the shares of Metalcraft.
Liquidity and Capital Resources
The Company completed the acquisition of all of the outstanding common shares of Anderson on April 3, 1996 for approximately $62,562,000 including five-year warrants for 381,000 shares of Excel common stock exercisable at $13.25 per share (valued at $1.5 million) and expenses of the transaction. The Company also assumed approximately $85 million of Anderson's debt. On April 1, 1996 the Company entered into a $120,000,000 Credit Agreement to facilitate the completion of this acquisition. On May 3, 1996 the Company issued 7.78% Senior Notes for $100,000,000 at which time the Credit Agreement was amended to reduce the committed line of credit to $60,000,000. Interest only is payable in quarterly installments until 2000 at which time annual principal and interest payments will be made to 2011.
At December 28, 1996, working capital totaled $114.1 million, and the current ratio was 1.9 to 1. Cash and marketable securities totaled $30.6 million, a decrease of $7.2 million from December 30, 1995.
	In 1996, cash flow from operations totaled $69.8 million, considerably higher than the $22.2 million in 1995. The increased cash flow from operations resulted from improved level of earnings including non-cash charges and reductions in working capital (primarily trade receivables, billable tooling and inventories).
	Expenditures for capital equipment in 1996 were $29.2 million up from $21.7 million in 1995 and $25.5 million in 1994. The increase in 1996 was due to capital expenditures for Atwood operations. Capital additions consisting mainly of machinery and equipment totaled $23.6 million in the light vehicle segment and $4.0 million in the RV/MT/HT segment. The remainder was spent in the corporate area. Capital expenditures for 1997 are budgeted at $50 million.
	Additionally, in 1996 the Company made its first payment on its 10% Convertible Subordinated Notes, and repaid $71 million of debt assumed in connection with the Anderson acquisition utilizing proceeds from its Senior Note issue. Cash dividends totaled $4.9 million for the year.
	Long-term debt of $123.5 million as of December 28, 1996, or 45% of total capitalization, included not only the Senior Notes but also $15 million of the Convertible Notes issued in January 1990. The principal balance of each Convertible Note is convertible, at the option of the holder, into Common Shares at a current price of $13.214 per share.
	For 1997 the Company expects its current cash balances, operating cash flow and available credit lines to be sufficient to finance operating cash needs, capital expenditures and any environmental clean-up requirements.
	The Company entered into a 1994 Supply Agreement with Ford which requires the absorption of the effects of inflation and requires specified price reductions or productivity offsets to price reductions. The Company believes that this type of agreement is typical in the automotive supply business, and the Company's ability to maintain gross margins at or near their present levels will be dependent on its ability to substantially offset the effects of this and other such agreements through productivity improvements, cost reduction programs and implementation of value analysis/value engineering programs, which reduce part weight and system costs to the customer.
	A chemical cleaning compound, trichloroethylene (TCE), has been found in the soil and groundwater on the Company's property in Elkhart, Indiana, and in 1981, TCE was found in a well field of the City of Elkhart in close proximity to the Company's facility. The Company has been named as one of nine potentially responsible parties (PRPs) in the contamination of this site. The United States Environmental Protection Agency (EPA) and the Indiana Department of Environmental Management (IDEM) have conducted a preliminary investigation and evaluation of the site and have undertaken temporary remedial action in the nature of air-stripping towers. In early 1992, the EPA issued a Unilateral Order under Section 106 of the Comprehensive Environmental Response, Compensation and Liability Act which required the Company and other PRPs to undertake remedial work. The Company and the other PRPs have reached an agreement regarding the funding of groundwater monitoring and the operation of the air- strippers as required by the Unilateral Order. The Company was required to install and operate a soil vapor extraction system to remove TCE from the Company's property. The Company has installed and is operating the equipment pursuant to the Unilateral Order. In addition, the EPA and IDEM have asserted a claim for reimbursement of their investigatory costs and the costs of installing and operating the air-strippers on the municipal well field (the EPA Costs). On February 22, 1993, the United States filed a lawsuit in the United States District Court for the Northern District of Indiana against eight of the PRPs, including the Company. On July 20, 1993, IDEM joined in the lawsuit. The lawsuit seeks recovery of the costs of enforcement, prejudgment interest and an amount in excess of $6.8 million, which represents costs incurred to date by the EPA and IDEM, and a declaration that the eight defendant PRPs are liable for any future costs incurred by the EPA and IDEM in connection with the site. On September 5, 1996 the United States Department of Justice lodged with the United States District Court for the Northern District of Indiana a proposed partial consent decree which specifies payment of Federal Past Response Costs from certain PRPs which for Excel amounted to approximately $3.2 million which together with amounts due IDEM would bring Excel's total obligation to approximately $3.4 million. This consent decree has not been accepted by the Court, and comments objecting to the consent decree have been lodged with the United States Department of Justice.
	The Company does not believe the annual cost to the Company of monitoring groundwater and operating the soil vapor extraction system and the air-strippers will be material. Each of the PRPs, including the Company, is jointly and severally liable for the entire amount of the EPA Costs. Certain PRPs, including the Company, are currently attempting to negotiate an agreed upon allocation of such liability. The Company believes that adequate provisions have been recorded for its costs and its anticipated share of the EPA Costs and that its cash on hand, unused lines of credit or cash from operations are sufficient to fund any required expenditures.
	On February 14, 1997, the Company announced its plans to close its Eddy Avenue automotive plant in Rockford, Illinois. The Company expects to record a restructuring reserve in the first quarter of 1997 after information is available to determine the reserve. This reserve will be an adjustment to the opening balance sheet of Anderson and not a charge to earnings.
Inflation
The impact of inflation on operating results for the years 1996, 1995 and 1994 was not significant. Raw material costs during these periods have increased; however, use of LIFO inventory methods by the Company has minimized any impact from inflation. The majority of the Company's property, plant and equipment is of recent purchase, and depreciation charges are based on historical cost.
Cautionary Statements for Purposes of "Safe Harbor" Under the Private Securities Reform Act of 1995
Certain statements in this Annual Report, in the Company's press releases and in oral statements made by or with the approval of an authorized executive officer of the Company constitute "forward-looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995. These may include statements projecting, forecasting or estimating Company performance and industry trends. The achievement of the projections, forecasts or estimates is subject to certain risks and uncertainties. Actual results and events may differ materially from those projected, forecasted or estimated. The applicable risks and uncertainties include general economic and industry factors.
	General risks that may impact the achievement of such forecasts include: compliance with new laws and regulations, significant raw material price fluctuations, and other business factors. Specific risks to the Company include: risk of recession in the economies in which its products are sold, the concentration of a substantial percentage of the Company's sales with a few major OEM customers, labor relations at the Company, its customers and its suppliers; competition in pricing and new product development from larger companies with substantial resources.
Item 8.
Item 8.	Financial Statements and Supplementary Data
	Following are the consolidated financial statements of the Company and its subsidiaries, the notes thereto, and the auditors' report.
	REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of Excel Industries, Inc.
In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of income, of shareholders' equity and of cash flows present fairly, in all material respects, the financial position of Excel Industries, Inc. and its subsidiaries at December 28, 1996 and December 30,1995, and the results of their operations and their cash flows for each of the three fiscal years in the period ended December 28, 1996, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company'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.
PRICE WATERHOUSE LLP South Bend, Indiana February 20, 1997
Consolidated Balance Sheet
Consolidated Statement of Income
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Amounts in thousands) _________________________________________________________________
	EXCEL INDUSTRIES, INC.
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.	Description of Business
Prior to 1996, the Company operated in predominately one industry segment in North America: the design, engineering and manufacture of certain components sold to manufacturers in the ground transportation industry. With the acquisition of Anderson in 1996, the Company expanded into a second segment: the manufacture of appliances and equipment for the recreational vehicle (RV) industry.
	The light vehicle products segment consists of the manufacturing of window assemblies, regulators, seating systems and injection molded parts for light vehicles manufactured in North America. The RV, mass transit and heavy truck segments consist of RV appliances, jacks and couplers, bus windows and doors and windows for heavy trucks.
2.	Significant Accounting Principles
Principles of consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions, profits and balances are eliminated.
Net income per share Primary net income per share is computed using the weighted average number of shares outstanding during the period. Shares used to compute primary net income per share were 10,709,000 for 1996, 10,690,000 for 1995, and 10,805,000 for 1994.
Fully diluted earnings per share assumes, when dilutive, the conversion of the outstanding 10% convertible subordinated notes which were issued on January 2, 1990.
Short-term investments and marketable securities Short-term investments amounting to $4,097,000 at December 28, 1996, and $255,000 at December 30, 1995 consist of investments generally in money market funds.
Marketable securities represent investments with maturities generally longer than 90 days which are classified as "available for sale" securities in accordance with Statement of Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt and Equity Securities." All securities mature prior to December 1997. Interest and dividends on marketable securities are included in income as earned. Realized gains or losses are determined on the specific identification method.
Marketable securities are carried at fair value and consist of the following:
Other income includes interest income of $1,772,000 in 1996,$2,113,000 in 1995, and $1,812,000 in 1994.
Inventories Inventories are valued at the lower of cost or market. Cost is determined using the last-in, first-out (LIFO) method for all inventories at December 28, 1996 except for $9,230,000.
Customer tooling to be billed Customer tooling to be billed represents costs incurred by the Company on behalf of the customer and is generally covered by purchase orders and recoverable during the next twelve months.
Properties Plant and equipment are carried at cost and include expenditures for new facilities and those which substantially increase the useful lives of existing plant and equipment. Expenditures for repairs and maintenance are expensed as incurred.
Depreciation The Company provides for depreciation of plant and equipment using methods and rates designed to amortize the cost of such equipment over its useful life. Depreciation is computed principally on accelerated methods for new plant and equipment and the straight-line method for used equipment. The estimated useful lives range from 10 to 40 years for buildings and improvements and 2 to 20 years for machinery and equipment.
Goodwill The excess of purchase price over the fair value of net assets of acquired businesses (goodwill) is amortized on a straight-line basis over 20 to 40 years.
Fair Value of Financial Instruments The Company estimates the fair value of all financial instruments where the face value differs from the fair value, primarily long- term debt, based upon quoted amounts or the current rates available for similar financial instruments. If fair value accounting had been used at December 28, 1996, instead of the historic basis accounting used in the financial statements, long- term debt would exceed the reported level by approximately $3 million.
Income taxes Deferred income taxes are provided using the liability method in accordance with SFAS No. 109, "Accounting for Income Taxes."
Foreign Currency Translation For operations outside the United States that prepare financial statements in currencies other than the United States dollar, income, expense and cash flow amounts are translated at average exchange rates during the period, and assets and liabilities are translated at period-end exchange rates. These translation adjustments are included as a separate component of shareholders' equity.
Fiscal Year The Company's fiscal year was changed in 1995 to consist of 52 or 53 weeks ending on the Saturday nearest the calendar year end.
Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
3. Acquisition
On April 3, 1996, the Company completed the purchase of all of the outstanding common shares of Anderson Industries, Inc. (Anderson) for approximately $62,562,000 including five-year warrants for 381,000 shares of Excel common stock exercisable at $13.25 per share (valued at $1.5 million) and expenses of the transaction. The Company also assumed approximately $85 million of Anderson's debt. On April 1, 1996, the Company entered into a $120,000,000 Credit Agreement to facilitate the completion of this acquisition. On May 3, 1996, the Company borrowed $100,000,000 in 7.78% Senior Notes payable for 11 years in annual installments beginning in 2000.
	Anderson, located in Rockford, Illinois, is a holding company whose main asset is Atwood Industries, Inc. Atwood Industries manufactures products for the automotive and recreational vehicle industries and is also headquartered in Rockford, Illinois.
	The acquisition of Anderson was accounted for as a purchase. Accordingly, the purchase price was allocated to the net assets acquired based upon their estimated fair market values. The excess of the purchase price over the estimated fair value of net assets acquired ($26,482,000) has been accounted for as goodwill and is being amortized over 35 years using the straight line method.
	The accompanying consolidated statements of income include the operating results of Anderson since April 3, 1996. Pro forma unaudited consolidated operating results of the Company and Anderson for the year ended December 28, 1996 and December 30, 1995, assuming the acquisition had been made as of the beginning of 1996 and 1995, are summarized below (in thousands except per share amounts):
	Net income for the year ended December 30, 1995, includes a charge which reduced net income by $4,978,000 for a warranty issue on a component part manufactured by Anderson that was recalled by a major automotive customer.
	The unaudited pro forma financial information presented is not necessarily indicative either of the results of operations that would have occurred had the transactions been completed on the indicated dates or of future results of operations of the combined companies.
4.	Research, Engineering and Development
Research, engineering and development expenditures charged to operations approximated $17,237,000 in 1996, $12,897,000 in 1995, and $10,916,000 in 1994.
5.	Inventories
Inventories consist of the following:
6.	Pension and Other Employee Benefit Plans
Pension and profit sharing plans The Company and its subsidiaries provide retirement benefits to substantially all employees through various pension, savings and profit sharing plans. Defined benefit plans provide pension benefits that are based on the employee's final average salary for salaried employees and stated amounts for each year of credited service for hourly employees. The Company also provides supplemental retirement benefits for certain executives. Contributions and costs for the Company's various other benefit plans are generally determined based on the employee's annual salary. Total expense relating to the Company's various retirement plans aggregated $7,577,000 in 1996, $3,947,000 in 1995, and $3,868,000 in 1994.
	Components of net pension expense for qualified defined benefit pension plans are as follows:
The increase in net pension expense in 1996 for qualified defined benefit pension plans is due to the addition of Atwood Industries defined benefit plans.
The funded status of qualified defined benefit pension plans is as follows:
	It is generally the Company's policy to fund the ERISA minimum contribution requirement. Plan assets are invested primarily in corporate equity securities and bonds and insurance annuity contracts.
Supplemental and other postretirement benefits In addition to providing pension benefits, the Company provides certain health care benefits to substantially all active employees and postretirement health care benefits to certain management employees. In addition, certain hourly and salary employees are eligible for postretirement medical coverage until age 65. The Company is primarily self-insured for such benefits.
	The Company follows the provisions of SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions" and funds these benefits on a pay-as-you-go basis. The components of net periodic postretirement benefit cost are as follows:
The increase in net cost in 1996 is attributable to the addition of the Atwood Industries postretirement benefit plan. The decrease in net cost in 1995 is attributable to lower actual claims and higher retiree contributions than projected.
Summary information on the Company's plans is as follows:
	Long-term accrued postretirement benefit costs of $16,148,000 and $11,160,000 are included in other long-term liabilities at December 28, 1996 and December 30, 1995, respectively.
	The discount rate used in determining the APBO was 7.75% in 1996 and 1995. The assumed health care cost trend rate used in measuring the accumulated postretirement benefit obligation was 8.75% in 1996 and 9.25% in 1995, declining by .5% per year to a rate of 6.0%. An increase of 1% in the health care cost trend rate would increase the accrued postretirement benefit cost at December 28, 1996 by $1,900,000 and the 1996 annual expense by $529,000.
7.	Long-term Debt
Following is a summary of long-term debt of the Company:
	The senior notes are due April 30, 2011. Interest only is payable in quarterly installments until 2000 at which time annual payments will commence ranging from $3.9 million to $12.2 million.
	The convertible subordinated notes are due on December 1, 2000 and require aggregate prepayments of $7,000,000 in 1997, $6,000,000 in 1998, $5,000,000 in 1999 and $4,000,000 in 2000. The holders of the notes have the option to convert their notes at any time into common shares of the Company at a current conversion price of $13.214 per share. The notes are subject to prepayment at the option of the Company if the market value of the Company's common shares equals or exceeds 150% of the conversion price for a specified period.
	The debt agreements contain certain restrictive covenants which require, among other things, that the Company maintain certain financial ratios at specified levels, such as a current ratio of 1.5 to 1, restrict the amount of additional borrowings and limit the amount of dividends that can be paid. Currently the Company has available for payment of dividends $25,725,000 of retained earnings. The Company was in compliance with the financial covenants at December 28, 1996. 	The other debt consists of Industrial Revenue Bonds, capitalized leases, mortgages and equipment loans with interest rates ranging from those tied to short-term Treasury rates to 10.1%. Certain plant and equipment purchased with the proceeds of the debt collateralize these obligations.
	The Company had available unused lines of credit of approximately $60,000,000 at December 28, 1996 under terms of an agreement executed in April, 1996. Funds are available under this agreement through April, 2000 at an interest rate equal to the London Interbank rate plus 75 basis points.
	 Long-term debt maturities are $9,554,000 in 1997, $8,680,000 in 1998, $6,926,000 in 1999, $11,786,000 in 2000 and $5,000,000 in 2001 and $91,060,000 thereafter.
8.	Contingencies
A chemical cleaning compound, trichloroethylene (TCE), has been found in the soil and groundwater on the Company's property in Elkhart, Indiana, and in 1981, TCE was found in a well field of the City of Elkhart in close proximity to the Company's facility. The Company has been named as one of nine potentially responsible parties (PRPs) in the contamination of this site.
	The United States Environmental Protection Agency (EPA) and the Indiana Department of Environmental Management (IDEM) have conducted a preliminary investigation and evaluation of the site and have undertaken temporary remedial action in the nature of air-stripping towers.
	In early 1992, the EPA issued a Unilateral Order under Section 106 of the Comprehensive Environmental Response, Compensation and Liability Act which required the Company and other PRPs to undertake remedial work. The Company and the other PRPs have reached an agreement regarding the funding of groundwater monitoring and the operation of the air-strippers as required by the Unilateral Order. The Company was required to install and operate a soil vapor extraction system to remove TCE from the Company's property. The Company has installed and is operating the equipment pursuant to the Unilateral Order. In addition, the EPA and IDEM have asserted a claim for reimbursement of their investigatory costs and the costs of installing and operating the air-strippers on the municipal well field (the EPA Costs). On February 22, 1993, the United States filed a lawsuit in the United States District Court for the Northern District of Indiana against eight of the PRPs, including the Company. On July 20, 1993, IDEM joined in the lawsuit. The lawsuit seeks recovery of the costs of enforcement, prejudgment interest and an amount in excess of $6.8 million, which represents costs incurred to date by the EPA and IDEM, and a declaration that the eight defendant PRPs are liable for any future costs incurred by the EPA and IDEM in connection with the site. On September 5, 1996 the United States Department of Justice lodged with the United States District Court for the Northern District of Indiana a proposed partial consent decree which specifies payment of Federal Past Response Costs from certain PRPs which for Excel amounted to approximately $3.2 million which together with amounts due IDEM would bring Excel's total obligation to approximately $3.4 million. This consent decree has not been accepted by the Court, and comments objecting to the consent decree have been lodged with the United States Department of Justice.
	The Company does not believe the annual cost to the Company of monitoring groundwater and operating the soil vapor extraction system and the air-strippers will be material. Each of the PRPs, including the Company, is jointly and severally liable for the entire amount of the EPA Costs. Certain PRPs, including the Company, are currently attempting to negotiate an agreed upon allocation of such liability. The Company believes that adequate provisions have been recorded for its costs and its anticipated share of EPA Costs and that its cash on hand, unused lines of credit or cash from operations are sufficient to fund any required expenditures.
	The Company has been named a PRP for costs at seven other disposal sites. The remedial investigations and feasibility studies have been completed, and the results of those studies have been provided to the appropriate agencies. The studies indicated a range of viable remedial approaches, but agreement has not yet been reached on the final remediation approach. Furthermore, the PRPs for these sites have not reached an agreement on the allocation of costs between the PRPs. The Company believes it either has no liability as a responsible party or that adequate provisions have been recorded for current estimates of the Company's liability and estimated legal costs associated with the settlement of these claims. It is reasonably possible that the Company's recorded estimate of its obligation may change in the near term.
	There are claims and pending legal proceedings against the Company and its subsidiaries with respect to taxes, workers' compensation, warranties and other matters arising out of the ordinary conduct of the business. The ultimate result of these claims and proceedings at December 28, 1996 is not determinable, but, in the opinion of management, adequate provision for anticipated costs has been made or insurance coverage exists to cover such costs.
9.	Leases
The Company leases certain of its manufacturing facilities, sales offices, transportation and other equipment. Total rental expense was approximately $4,471,000 in 1996, $2,174,000 in 1995, and $2,502,000 in 1994. Future minimum lease payments under noncancellable operating leases are $3,861,000 in 1997, $2,913,000 in 1998, $2,384,000 in 1999 and $937,000 in 2000.
10.	Income Taxes
Pre-tax income reported by U.S. and foreign subsidiaries was as follows: 	 	Deferred income taxes are provided for the temporary differences between the financial reporting basis and tax basis of the Company's assets and liabilities. Current deferred income tax assets of $14,810,000 and $4,434,000 are classified as prepaid expenses at December 28, 1996 and December 30, 1995, respectively. Long-term deferred income tax liabilities of $5,188,000 are classified as other long-term liabilities at December 28, 1996 and $4,371,000 were classified as other assets at December 30, 1995.
	Deferred income taxes are comprised of the following at December 28, 1996 and December 30, 1995:
	At December 28, 1996 and December 30, 1995 the Company maintained a valuation allowance for foreign tax credit and foreign net operating loss carryforwards, which expire in 1997- 2004. The increase in the valuation reserve in 1996 is a result of foreign net operating loss carryforwards generated by foreign subsidiaries acquired in connection with the purchase of Anderson. Based upon past operating results, the Company does not currently estimate that it is more likely than not that these carryforwards can be utilized before they expire.
	The provision for income taxes computed by applying the Federal statutory rate to income before income taxes is reconciled to the recorded provision as follows:
11.	Segment Information and Major Customers
The following segment information separating light vehicle products and products for the recreational vehicle, mass transit and heavy truck (RV/MT/HT) industry is for the year ended December 28, 1996. Prior to 1996, the Company manufactured products predominately for the light vehicle industry.
	Sales to three major customers, Ford Motor Company, Chrysler Corporation, and General Motors Corporation, were approximately 47%, 12% and 6%, respectively, of the Company's net sales in 1996 as compared to 69%, 11% and 6% in 1995 and 71%, 12% and 4% in 1994.
	Accounts receivable from Ford Motor Company, Chrysler Corporation, and General Motors Corporation approximated 60% of trade accounts receivable at December 28, 1996 and 85% at December 30, 1995. Sales to customers outside of North America were not significant.
12.	Common Shares
On May 5, 1994, the shareholders approved a new 1994 Stock Compensation Plan (the Plan). The Plan has reserved 245,150 common shares for issuance to officers, other key employees and non-employee directors. The Plan provides that options may be granted at not less than fair market value and if not exercised, expire ten years from the date of grant. Generally, the options become exercisable at the rate of 25% per year commencing one year from the date of grant.
	The following table sets forth stock option activity.
	The Company has adopted the disclosure only provisions of SFAS No. 123, "Accounting for Stock Based Compensation." Accordingly, the element of compensation cost applicable to granting of stock options has not been recognized for financial statement purposes. Had compensation cost for the options granted been recognized for financial statement purposes using the Black-Scholes option pricing model, the Company's net earnings and earnings per share would have been reduced to the pro forma amounts indicated (amounts in thousands except per share amounts):
	The fair value of the option grant is estimated on the date of grant with the following assumptions: dividend yield of 3.2%; expected volatility 33%; risk-free interest rate of 6.5%; and expected life of 5 years.
	The Company has an employee stock purchase plan and has reserved 301,870 common shares for this purpose. The plan allows eligible employees to authorize payroll withholdings which are used to purchase common shares from the Company at ninety percent (90%) of the closing price of the common shares on the date of purchase. Through December 28, 1996, 148,130 shares had been issued under the plan.
	The Company has reserved 1,664,901 common shares for possible future issuance in connection with its $22,000,000 convertible notes issued on January 2, 1990.
	The Company has outstanding warrants for the purchase of 381,000 common shares at a price of $13.25. These warrants were issued in connection with the acquisition of Anderson Industries and if not exercised, expire April 2001.
	On December 21, 1995, the Company announced that its Board of Directors adopted a shareholder rights plan. The Company adopted the plan to protect shareholders against unsolicited attempts to acquire control of the Company that do not offer what the Company believes to be an adequate price to all shareholders. The rights were issued to shareholders of record on January 22, 1996 and will expire on January 21, 2006.
	The plan provides for the issuance of one right for each outstanding share of the Company's Common Stock. The rights will become exercisable only if a person or group acquires or announces a tender offer to acquire 20% or more of the Company's outstanding voting stock. Each right entitles the holder to buy one one-hundredth share of a newly authorized series of preferred stock from the Company. Also, after such acquisition all rights holders except the acquirer will be entitled to purchase common shares at one-half of the then current market price of the common shares. Any activity regarding this plan would have a dilutive effect on earnings per share calculations.
13.	Quarterly Results of Operations (Unaudited)
The following table sets forth in summary form the quarterly results of operations for the fiscal years ended December 28, 1996 and December 30, 1995 (amounts in thousands except per share amounts):
14.	Executive Life Insurance Proceeds
Included in other income in the third quarter of 1995 is $1,468,000 for the net gain from executive life insurance.
15.	Disposal of Canadian Facility
Included in the first quarter of 1995 is a gain on the disposition of Excel Metalcraft, Ltd., (Metalcraft) located in Aurora, Ontario in the amount of $1,582,000 which amounts to 9 cents per share after income taxes. This gain includes the return to profits of $970,000 of the restructuring reserve which was created in 1992. The final phase of the restructuring was completed with the sale of the shares of Metalcraft. Metalcraft had net sales of $935,000 in 1995 and $20,494,000 in 1994.
16.	Subsequent Event
	On February 14, 1997, the Company announced its plans to close its Eddy Avenue automotive plant in Rockford, Illinois. The Company expects to record a restructuring reserve in the first quarter of 1997 after information is available to determine the reserve. This reserve will be an adjustment to the opening balance sheet of Anderson and not a charge to earnings.
Item 9.
Item 9.	Changes in and Disagreements with Accountants on 		Accounting and Financial Disclosure
		None
Part III
Item 10.
Item 10.	Directors and Executive Officers of the Registrant
The information set forth under the caption "ELECTION OF DIRECTORS" in the Company's proxy statement for the 1997 annual meeting of shareholders (the "Proxy Statement") is incorporated herein by reference. The Proxy Statement has previously been filed with the Securities and Exchange Commission.
Item 11
Item 11	Executive Compensation
The information set forth under the captions "Compensation of Directors," "Compensation of Executive Officers," "Summary Compensation Table," "Options," "Pension Plans," "Deferred Compensation Plans" and "Executive Separation Agreements" in the Proxy Statement is incorporated herein by reference.
Item 12.
Item 12.	Security Ownership of Certain Beneficial Owners and Management
The information set forth under the captions "Outstanding Shares," "Principal Shareholders," and "security Ownership of Management" in the Proxy Statement is incorporated herein by reference.
Item 13.
Item 13.	Certain Relationships and Related Transactions
The information set forth under the caption "Board Meetings and Committees" in the Proxy Statement is incorporated herein by reference.
Part IV
Item 14.
Item 14.	Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) (1)	Financial Statements
The following consolidated financial statements of the Company and its subsidiaries are included in Item 8 of this report.
	Report of Independent Accountants 	Consolidated Balance Sheet - December 28, 1996 and December 	30, 1995 	Consolidated Statement of Income - Fiscal years ended 	December 28, 1996, 	December 30, 1995 and December 31, 1994 	Consolidated Statement of Shareholders' Equity - Fiscal 	years ended 	December 28, 1996, December 30, 1995 and December 31, 1994 	Consolidated Statement of Cash Flows - Fiscal years ended 	December 28, 	1996, December 30, 1995 and December 31, 1994 	Notes to Consolidated Financial Statements
(a) (2)	Financial Statement Schedule
The following financial statement schedule is included with this report:
	Report of Independent Accountants on Financial Statement 	Schedule 	II - Valuation and Qualifying Accounts and Reserves
All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto
(a) (3)	Exhibits
The list of exhibits contained in the Exhibit Index immediately following the signature page of this Form 10-K is incorporated herein by reference.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended December 28, 1996.
	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.
								EXCEL INDUSTRIES, INC.
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.
	REPORT OF INDEPENDENT ACCOUNTANTS 	ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors of Excel Industries, Inc.
Our audits of the consolidated financial statements referred to in our report dated February 20, 1997, appearing in the 1996 Annual Report to Shareholders of Excel Industries, Inc. also included an audit of the Financial Statement Schedule listed in Item 14(a) of this Form 10-K. In our opinion, this Financial Statement Schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
PRICE WATERHOUSE LLP South Bend, Indiana February 20, 1997
	VALUATION AND QUALIFYING ACCOUNTS AND RESERVES 						SCHEDULE II
	EXHIBIT INDEX