SECURITIES AND EXCHANGE COMMISSION
                     Washington, DC  20549

                      AMENDMENT No. 2

                             FORM 8-K/A

                       CURRENT REPORT

             Pursuant to Section 13 or 15(d) of the
               Securities and Exchange Act of 1934

         Date of Report (Date of earliest event report)
                      August 28, 1998

                 EXCEL INDUSTRIES, INC.
     (Exact name of registrant as specified in its charter)

    Indiana                1-8684              35-1551685
(State of        (Commission File Number)    (I.R.S. Employer
Incorporation)                               Identification No.)


1120 North Main Street                            46514
   Elkhart, Indiana                             (Zip Code)
(Address of principal executive offices)

Registrant's telephone number, including area code (219)264-2131

                           N/A
(Former name or former address, if changed since last report)


Item 2.  Acquisition or Disposition of Assets

The registrant, Excel Industries, Inc. an Indiana corporation 
(Excel), has purchased through its wholly-owned subsidiary, 
Excel Industries Germany GmbH, a German limited liability 
company (Excel GmbH), a number of shares of Schade GmbH, and a 
56.67% participation in the fixed capital Schade GmbH & Co. KG, 
a German limited partnership (Schade KG) of which Schade GmbH is 
the sole general partner.  Excel also agreed that Excel GmbH 
will make a contribution to the capital of Schade KG, which 
contribution will increase Excel's participation in Schade KG to 
70%.  The transaction was consummated on August 28, 1998 (the 
Closing).

Schade and its affiliated companies are engaged in the 
manufacture and distribution of ornament and roof moldings, door 
frames, plastic automobile body components (wind deflectors, air 
intakes and ventilation covers), plastic automobile inside 
fittings or equipment (center consoles, roof covers and panels 
as well as sliding roof covers) and glass modules for the 
automotive industry.

The aggregate purchase price for the interests in Schade GmbH 
and Schade KG was DM 17,036,400 or approximately U.S. $9,688,600 
based upon exchange rates reported by Telerate at 4 p.m. on 
August 28, 1998.  The amount of Excel's agreed upon contribution 
to the capital of Schade KG is DM 27,340,000, or approximately 
U.S. $15,548,258.  Funds for the purchase price for the 
interests and a portion of the contribution will come from 
Excel's cash on hand.  The remaining portion of the funds for 
the contribution will come from an advance of up to U.S. 
$10,000,000 under Excel's Amended and Restated Credit Agreement 
dated as of April 29, 1996, between Excel, the banks named in 
such Credit Agreement, Society National Bank, as agent, and 
Harris Trust and Savings Bank, as co-agent.

Item 7.  Financial Statements and Exhibits

7(a) and (b)  The consolidated financial statements of Schade 
and the pro-forma financial information required by Items 7 (a) 
and (b) were previously filed.

7(c)  The following exhibits are furnished as required by Item 
7(c):


Exhibit 
Number                      Description

    
2.1*   Master Agreement dated March 13, 1998, by and between 
       Excel Industries, Inc., Hella KG Hueck & Co., certain 
       limited partners of Schade KG, certain shareholders of 
       Schade GmbH, and Schade KG.

2.2*   Share and Partnership Interest Sales and Purchase 
       Agreement dated March 13, 1998, among Excel Industries, 
       Inc., certain limited partners of Schade KG, certain 
       shareholders of Schade GmbH, and Schade KG.

4.1*   Shareholders' Agreement dated March 13, 1998 by and 
       between Excel Industries, Inc. and Hella KG Hueck & Co.

23     Consent of Independent Accountants

* Previously filed

Pursuant to the requirements of the Securities Exchange Act of 
1934, the registrant has duly caused this report to be signed on 
its behalf by the undersigned hereunto duly authorized.


                              EXCEL INDUSTRIES, INC.

                          
Date: December  11, 1998
                           By:s/Joseph A. Robinson
                                Joseph A. Robinson, Secretary,
                                Treasurer, and Chief Financial 
                                Officer




                    CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the Registration 
Statements of Excel Industries, Inc. on Form S-8 (File No. 33-
14508) effective June 11, 1987, Form S-8 (File No. 33-53543) 
effective May 9, 1994 and Form S-8 (File No. 333-26909) 
effective June 19, 1997 of our report dated August 13, 1998, on 
our audit of the consolidated financial statements of Schade 
GmbH & Co. KG as of June 30, 1998 and for the fiscal year then 
ended which report is included in this Form 8-K/A.




WRT Revision und Treuhand GmbH                   August 13, 1998
Wirtschaftsprufungsgesellschaft
Steuerberatungsgesellschaft


s/ (Dr. Thomas Weckerle)
Certified Public Accountant