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<SEC-DOCUMENT>0001167966-04-000380.txt : 20040602
<SEC-HEADER>0001167966-04-000380.hdr.sgml : 20040602
<ACCEPTANCE-DATETIME>20040602171432
ACCESSION NUMBER:		0001167966-04-000380
CONFORMED SUBMISSION TYPE:	S-3
PUBLIC DOCUMENT COUNT:		7
FILED AS OF DATE:		20040602

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MILLER INDUSTRIES INC /TN/
		CENTRAL INDEX KEY:			0000924822
		STANDARD INDUSTRIAL CLASSIFICATION:	TRUCK & BUS BODIES [3713]
		IRS NUMBER:				621566286
		STATE OF INCORPORATION:			TN
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-116107
		FILM NUMBER:		04845138

	BUSINESS ADDRESS:	
		STREET 1:		8503 HILLTOP DR
		STREET 2:		STE 100
		CITY:			OOLTEWAH
		STATE:			TN
		ZIP:			37363
		BUSINESS PHONE:		4232384171

	MAIL ADDRESS:	
		STREET 1:		8503 HILLTOP DR
		STREET 2:		STE 100
		CITY:			OOLTEWAH
		STATE:			TN
		ZIP:			37363
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>millers-3.htm
<TEXT>
<html>
<head>
<title>Miller Industries, Inc. S-3 Registration Statement</title>
</head>
<body vlink="#0000FF">
<p><font size="1"><a href="#TABLE OF CONTENTS">Table of Contents</a></font></p>
<div align="center">
<table border="1" cellspacing="0" cellpadding="0" style="border-collapse: collapse; border-left-width: 0; border-right-width: 0; border-top-width: 0" bordercolor="#111111">
<tr>
<td valign="top" style="border-left-style: none; border-left-width: medium; border-right-style: none; border-right-width: medium; border-top-style: none; border-top-width: medium; border-bottom-style: solid; border-bottom-width: 1">
<p style="margin-bottom: 10"><font size="1" face="Times New Roman">AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE
2, 2004&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font></p>
</td>
<td valign="top" style="border-left-style: none; border-left-width: medium; border-right-style: none; border-right-width: medium; border-top-style: none; border-top-width: medium; border-bottom-style: solid; border-bottom-width: 1">
<p align="right"><font size="1" face="Times New Roman">REGISTRATION NO. 333-_________</font></p>
</td>
</tr>
</table>
</div>

<p align="center"><b><font size="2" face="Times New Roman">SECURITIES AND EXCHANGE COMMISSION<br>
WASHINGTON DC 20549</font></b></p>

<p align="center"><font size="2" face="Times New Roman">__________________________</font></p>

<p align="center"><b><font face="Times New Roman">FORM S-3</font></b></p>
<p align="center"><b><font face="Times New Roman" size="2">REGISTRATION
STATEMENT<br>
UNDER<br>
THE SECURITIES ACT OF 1933</font></b></p>

<p align="center"><font size="2" face="Times New Roman">__________________________</font></p>

<p align="center"><b><font size="5" face="Times New Roman">MILLER INDUSTRIES, INC.<br>
</font></b><font size="2" face="Times New Roman">(Exact Name of Registrant as Specified in Its Charter)</font></p>

<div align="center">
  <center>

<table border="0" cellspacing="0" cellpadding="0" width="684" style="border-collapse: collapse" bordercolor="#111111">
<tr>
<td valign="bottom" width="187">
<p align="center"><b><font size="2" face="Times New Roman">Tennessee<br>
</font></b><font size="2" face="Times New Roman">(State or Other Jurisdiction of<br>
Incorporation or Organization)<br>
&nbsp;</font></p>

</td>
<td valign="bottom" width="321">
<p align="center"><b><font size="2" face="Times New Roman">8503 Hilltop Drive<br />
 Ooltewah, Tennessee&nbsp; 37363<br>
 (423) 238-4171<br>
 </font></b><font size="2" face="Times New Roman">(Address, Including Zip Code, and<br>
 Telephone Number, Including<br>
 Area Code, of
Registrant&rsquo;s Principal Executive Offices)</font></p>

</td>
<td valign="bottom" width="162">
<p align="center"><b><font size="2" face="Times New Roman">62-1566286<br>
</font></b><font size="2" face="Times New Roman">(I.R.S. Employer<br />
 Identification number)<br>
&nbsp;</font></p>

</td>
</tr>

</table>

</center>
  </div>

<p align="center"><font face="Times New Roman" size="2">&nbsp;</font></p>

<div align="center">
<table border="0" cellspacing="0" cellpadding="0" width="680" style="border-collapse: collapse" bordercolor="#111111">

<tr>
<td valign="bottom" width="340">

<p align="center"><b><font size="2" face="Times New Roman">Frank Madonia<br />
 Vice President, Secretary and General Counsel<br />
 8503 Hilltop Drive<br />
 Ooltewah, Tennessee&nbsp; 37363<br />
 (423) 238-4171<br>
 </font></b><font size="2" face="Times New Roman">(Name, Address, Including Zip Code, and Telephone Number,<br>
 Including Area
Code, of Agent for Service)</font></p>

</td>
<td valign="bottom" width="340">
<p align="center"><font size="2" face="Times New Roman">Copies To:<br />
 <b>David A. Stockton<br />
 Kilpatrick Stockton LLP<br />
 1100 Peachtree Street<br />
 Suite 2800<br />
 Atlanta, Georgia&nbsp; 30309<br />
 (404) 815-6500</b></font></p>
</td>
</tr>
</table>
</div>

<p style="text-indent: 40"><b><font size="2" face="Times New Roman">Approximate date of commencement of proposed sale to the public:</font></b><font size=
"2">&nbsp; From time to time after this registration statement becomes effective.</font></p>

<p style="text-indent: 40"><font size="2" face="Times New Roman">If the only
securities being registered on this form are being offered pursuant to dividend
or interest reinvestment plans, please check the following box.&nbsp; </font><font face="Wingdings" size="2">&#168;</font></p>

<p style="text-indent: 40"><font size="2" face="Times New Roman">If any of the
securities being registered on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.&nbsp;&nbsp;&nbsp;&nbsp; </font><FONT FACE="Wingdings 2" size="2">&#83;</FONT></p>

<p style="text-indent: 40"><font size="2" face="Times New Roman">If this form is
filed to register additional securities for an offering pursuant to Rule 462(b)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.&nbsp; </font><font face="Wingdings" size="2">&#168;</font><font size=
"2">&nbsp;&nbsp; _________</font></p>

<p style="text-indent: 40"><font size="2" face="Times New Roman">If this form is
a post-effective amendment filed pursuant to Rule 462(b) under the Securities
Act, check the following box and list the Securities Act registration statement
number of the earlier registration statement for the same offering.&nbsp; </font><font face="Wingdings" size="2">&#168;</font><font size="2">&nbsp;&nbsp; _____</font></p>

<p style="text-indent: 40"><font size="2" face="Times New Roman">If delivery of
the prospectus is expected to be made pursuant to Rule 434, please check the
following box.&nbsp; </font><font face="Wingdings" size="2">&#168;</font></p>

<p align="center"><b><font size="2">Calculation of Registration Fee</font></b></p>

<div align="center">
  <center>

<table border="0" cellspacing="0" cellpadding="0" width="698" style="border-collapse: collapse" bordercolor="#111111">
<tr>
<td valign="bottom" width="153" style="border-top-style: double">
<p align="center"><b><font size="2">Title of Each Class Of<br>
Securities To Be<br>
Registered</font></b></p>
</td>
<td valign="bottom" width="94" style="border-top-style: double">
<p align="center"><b><font size="2">Amount<br>
To Be<br>
Registered </font> <sup><font size="2">(1)</font></sup></b></p>
</td>
<td valign="bottom" width="157" style="border-top-style: double">
<p align="center"><b><font size="2">Proposed Maximum<br>
Offering Price<br>
Per Unit&nbsp;</font><sup><font size="2">(2)</font></sup></b></p>
</td>
<td valign="bottom" width="164" style="border-top-style: double">
<p align="center"><b><font size="2">Proposed Maximum<br>
Aggregate Offering<br>
Price&nbsp;</font><sup><font size="2">(2)</font></sup></b></p>
</td>
<td valign="bottom" width="118" style="border-top-style: double">
<p align="center"><b><font size="2">Amount Of<br>
Registration Fee</font></b></p>
</td>
</tr>

<tr>
<td valign="top" width="153" style="border-bottom-style: double">
<p align="center" style="margin-top: 10; margin-bottom:10"><font size="2">Common Stock</font></p>
</td>
<td valign="top" width="94" style="border-bottom-style: double">
<p align="center" style="margin-top: 10; margin-bottom:10"><font size="2">480,000</font></p>
</td>
<td valign="top" width="157" style="border-bottom-style: double">
<p align="center" style="margin-top: 10; margin-bottom:10"><font size="2">$8.89</font></p>
</td>
<td valign="top" width="164" style="border-bottom-style: double">
<p align="center" style="margin-top: 10; margin-bottom:10"><font size="2">$4,267,200</font></p>
</td>
<td valign="top" width="118" style="border-bottom-style: double">
<p align="center" style="margin-top: 10; margin-bottom:10"><font size="2">$541</font></p>
</td>
</tr>
</table>

  </center>
</div>

<table border="1" cellpadding="4" cellspacing="0" style="border-collapse: collapse; border-width: 0" bordercolor="#111111" width="698">
  <tr>
    <td width="29" valign="top" style="border-style: none; border-width: medium">

<p style="margin-top: 10"><font size="2">(1)</font></p>

    </td>
    <td width="666" style="border-style: none; border-width: medium">

<p style="margin-top: 10"><font size="2">All of the shares of common stock offered hereby are being sold for the account of selling shareholders.</font></p>

    </td>
  </tr>
  <tr>
    <td width="29" valign="top" style="border-style: none; border-width: medium"><font size="2">(2)</font></td>
    <td width="666" style="border-style: none; border-width: medium"><font size="2">Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the
Securities Act of 1933, as amended, and based on the average of the high and low prices of the common stock on
    May 28, 2004 as
reported on the New York Stock Exchange.</font></td>
  </tr>
</table>

<p style="text-indent: 40"><font size="2"><b>The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.</b></font></p>

<font size="2" face="Times New Roman"><hr size="1" color="#C0C0C0" STYLE="page-break-after: always"></font>

<p><font color="#FF0000"><b>The information in this prospectus is not complete and may be changed.&nbsp; These securities may not be sold until the
registration statement filed with the Securities and Exchange Commission is effective.&nbsp; This prospectus is not an offer to
sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.</b></font></p>

<p align="center"><b>SUBJECT TO COMPLETION</b></p>

<p align="center"><b>DATED JUNE 2, 2004</b></p>

<p><b>PROSPECTUS</b></p>

<p align="center"><img border="0" src="millerlogo.jpg" width="193" height="41"></p>

<p align="center"><b>480,000 Shares<br>
Common Stock</b></p>

<p align="center">________________________________________</p>

<p style="text-indent: 40"><font size="2">This prospectus covers 480,000 shares of our common stock, par value $.01 per share, that may be offered for resale from time to
time by certain of our shareholders who are identified later in this prospectus.&nbsp; We issued these shares in a private
placement of our common stock that was completed on May 26, 2004.&nbsp; In connection with that private placement we agreed that,
among other things, we would file a registration statement covering the resale of the common stock owned by the selling
shareholders.&nbsp; We will not receive any of the proceeds from the sale of the shares by the selling shareholders.</font></p>

<p style="text-indent: 40"><font size="2">Our common stock is traded on the New York Stock Exchange under the symbol &ldquo;MLR&rdquo;.&nbsp; On June 1, 2004, the last
sales price of our common stock as reported by the NYSE was $8.98 per share.</font></p>

<p align="center"><font size="2">________________________________________</font></p>

<p style="text-indent: 40"><font size="2"><b>This investment involves risk.&nbsp;
See &#147;Risk Factors&#148; beginning on Page 2</b>.</font></p>

<p align="center"><font size="2">________________________________________</font></p>

<p style="text-indent: 40"><font size="2"><b>Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of
these securities or determined or passed upon the adequacy or accuracy of this
prospectus.&nbsp; Any representation to the contrary is a criminal offense</b>.</font></p>

<p align="center"><font size="2">________________________________________</font></p>

<p align="center"><b><font size="2">The date of this prospectus is __________, 2004</font></b></p>
&nbsp;<font size="2" face="Times New Roman"><hr size="1" color="#C0C0C0" STYLE="page-break-after: always"></font>

<p align="center"><b><font size="2"><a name="TABLE OF CONTENTS">TABLE OF CONTENTS</a></font></b></p>

<table border="1" cellpadding="5" cellspacing="0" style="border-collapse: collapse; border-width: 0" bordercolor="#111111" width="100%">
  <tr>
    <td style="border-style: none; border-width: medium" bgcolor="#FFF3CE">
    <font size="2">&nbsp;</font></td>
    <td align="right" style="border-style: none; border-width: medium" bgcolor="#FFF3CE">
<b><u><font size="2">Page</font></u></b></td>
  </tr>
  <tr>
    <td style="border-style: none; border-width: medium">
<font size="2"><a href="#SUMMARY">Summary</a></font></td>
    <td align="right" style="border-style: none; border-width: medium">
<font size="2">1</font></td>
  </tr>
  <tr>
    <td style="border-style: none; border-width: medium" bgcolor="#FFF3CE"><font size="2">
    <a href="#RISK FACTORS">Risk
Factors</a></font></td>
    <td align="right" style="border-style: none; border-width: medium" bgcolor="#FFF3CE"><font size="2">
    2</font></td>
  </tr>
  <tr>
    <td style="border-style: none; border-width: medium"><font size="2">
    <a href="#FORWARD">Forward Looking
Statements</a></font></td>
    <td align="right" style="border-style: none; border-width: medium"><font size="2">
    6</font></td>
  </tr>
  <tr>
    <td style="border-style: none; border-width: medium" bgcolor="#FFF3CE"><font size="2">
    <a href="#SELLING SHAREHOLDERS">Selling
Shareholders</a></font></td>
    <td align="right" style="border-style: none; border-width: medium" bgcolor="#FFF3CE"><font size="2">
    7</font></td>
  </tr>
  <tr>
    <td style="border-style: none; border-width: medium"><font size="2">
    <a href="#PLAN">Plan of
Distribution</a></font></td>
    <td align="right" style="border-style: none; border-width: medium"><font size="2">
    8</font></td>
  </tr>
  <tr>
    <td style="border-style: none; border-width: medium" bgcolor="#FFF3CE"><font size="2">
    <a href="#USE OF PROCEEDS">Use of
Proceeds</a></font></td>
    <td align="right" style="border-style: none; border-width: medium" bgcolor="#FFF3CE"><font size="2">
    9</font></td>
  </tr>
  <tr>
    <td style="border-style: none; border-width: medium"><font size="2">
    <a href="#LEGAL MATTERS">Legal
Matters</a></font></td>
    <td align="right" style="border-style: none; border-width: medium"><font size="2">
    9</font></td>
  </tr>
  <tr>
    <td style="border-style: none; border-width: medium" bgcolor="#FFF3CE">
<font size="2"><a href="#EXPERTS">Experts</a></font></td>
    <td align="right" style="border-style: none; border-width: medium" bgcolor="#FFF3CE">
<font size="2">9</font></td>
  </tr>
  <tr>
    <td style="border-style: none; border-width: medium"><font size="2">
    <a href="#INCORPORATION">Incorporation of Documents by
Reference</a></font></td>
    <td align="right" style="border-style: none; border-width: medium">
    <font size="2">10</font></td>
  </tr>
  <tr>
    <td style="border-style: none; border-width: medium" bgcolor="#FFF3CE"><font size="2">
    <a href="#WHERE">Where You Can Find More Information</a></font></td>
    <td align="right" style="border-style: none; border-width: medium" bgcolor="#FFF3CE"><font size="2">10</font></td>
  </tr>
</table>

<p style="text-indent: 40"><b><font size="2">No dealer, sales person, or other individual has been authorized to give any information or to make any representations not
contained in this prospectus.&nbsp; If given or made, such information or representations must not be relied upon as having been
authorized by us.&nbsp; This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, the shares in
any jurisdiction where, or to any person to whom, it is unlawful to make such offer or solicitation.&nbsp; Neither the delivery of
this prospectus nor any sale made hereunder shall, under any circumstances, create an implication that there has not been any
change in the facts set forth in this prospectus or in our affairs since the date hereof.&nbsp; This prospectus includes trademarks
of ours.&nbsp; All other trademarks appearing in this prospectus are the property of their respective holders.</font></b></p>
&nbsp;<p>&nbsp;</p>
<p>&nbsp;</p>

<p align="center"><font face="Times New Roman" size="2">i<hr size="1" color="#C0C0C0" STYLE="page-break-after: always">
<p><font size="1"><a href="#TABLE OF CONTENTS">Table of Contents</a></font></p>
</font>


<p align="center"><b><font size="2"><a name="SUMMARY">SUMMARY</a></font></b></p>

<p><b><font size="2">The Company</font></b></p>

<p style="text-indent: 40"><font size="2">Miller Industries, Inc. is the world&rsquo;s largest manufacturer of vehicle towing and recovery equipment, with executive
offices in Ooltewah, Tennessee and Atlanta, Georgia, and manufacturing operations in Tennessee, Pennsylvania, France and
England.</font></p>

<p style="text-indent: 40"><font size="2">Since 1990, we have developed or acquired several of the most well-recognized brands in the towing and recovery equipment
manufacturing industry.&nbsp; Our strategy has been to diversify our line of products and increase our market share in the industry
through a combination of internal growth and development and acquisitions of complementary businesses.</font></p>

<p style="text-indent: 40"><font size="2">In February 1997, we formed our towing services division, RoadOne, to offer a broad range of towing and transportation
services.&nbsp; We subsequently disposed of all towing services operations.&nbsp; In addition, we have made the decision to sell
our distribution group.&nbsp; As a result of these decisions, both the towing services segment and the distribution group have been
classified as discontinued operations.&nbsp; As of December 31, 2003, we had sold or closed all of our RoadOne terminals and one
distributor location.</font></p>

<p style="text-indent: 40"><font size="2">We were incorporated in the State of Tennessee in April 1994.&nbsp; The address of our principal executive office is 8503
Hilltop Drive, Ooltewah, Tennessee 37363, and our telephone number is (423) 238-4171.&nbsp; We invite you to visit our web site at
http://www.millerind.com.&nbsp; The information contained on our web site is not incorporated in this prospectus.</font></p>

<p style="text-indent: 40"><font size="2">Except as otherwise indicated or required by the context, references in this prospectus to we, our, us, Miller or the company
refer to Miller Industries, Inc. and its subsidiaries and predecessors.</font></p>

<p><b><font size="2">The Offering</font></b></p>

<p style="text-indent: 40"><font size="2">This prospectus covers 480,000 shares of our common stock, par value $.01 per share, that may be offered for resale from time to
time by certain of our shareholders who are identified later in this prospectus.&nbsp; We will not receive any of the proceeds from
the sale of the shares by the selling shareholders.</font></p>

<div align="center">
  <center>
  <table border="1" cellpadding="4" cellspacing="0" style="border-collapse: collapse; border-width: 0" bordercolor="#111111" width="475">
    <tr>
      <td width="350" style="border-style: none; border-width: medium"><font size="2">Common stock
offered:</font></td>
      <td width="122" style="border-style: none; border-width: medium"><font size="2">480,000 shares</font></td>
    </tr>
    <tr>
      <td width="350" style="border-style: none; border-width: medium"><font size="2">Common stock to be outstanding after the
offering:</font></td>
      <td width="122" style="border-style: none; border-width: medium"><font size="2">11,178,129 shares</font></td>
    </tr>
    <tr>
      <td width="350" style="border-style: none; border-width: medium"><font size="2">
      New York Stock Exchange symbol:</font></td>
      <td width="122" style="border-style: none; border-width: medium"><font size="2">MLR</font></td>
    </tr>
  </table>
  </center>
</div>

<p style="text-indent: 40"><font size="2">The shares being offered for resale hereunder were issued in a private placement that was completed on May 26, 2004.&nbsp; The
proceeds from this private placement, together with additional borrowings under our senior credit facility, were used to retire
approximately $5.4 million of our subordinated debt and approximately $350,000 of accrued interest  on
such subordinated
debt.</font></p>

&nbsp;<p align="center"><font size="2" face="Times New Roman">1<hr size="1" color="#C0C0C0" STYLE="page-break-after: always">
<p><font size="1"><a href="#TABLE OF CONTENTS">Table of Contents</a></font></p>
</font>


<p align="center"><b><font size="2"><a name="RISK FACTORS">RISK FACTORS</a></font></b></p>

<p style="text-indent: 40"><i><font size="2">An investment in the shares offered hereby involves a significant degree of risk.&nbsp; You should carefully consider the
risks described below and all other information contained in this prospectus before you decide to buy our common stock.&nbsp; While
we have described all risks and uncertainties that we believe to be material to our business, it is possible that other risks and
uncertainties that affect our business will arise or become material in the future.</font></i></p>

<p><b><i><font size="2">We have a high level of indebtedness and certain requirements that we must comply with under our credit facilities that
may affect the growth and profitability of our business.</font></i></b></p>

<p style="text-indent: 40"><font size="2">As of May 28, 2004, after giving effect to the use of proceeds from our recently completed private placement of common stock
discussed earlier in this prospectus, our debt included approximately $24.5 million under our senior credit facility and $4.3
million under our junior credit facility.&nbsp; Both of these facilities mature
in July 2005.</font></p>

<p style="text-indent: 40"><font size="2">As a consequence of our level of indebtedness, a substantial portion of our cash flow from operations as well as from sales of
our distributorships must be dedicated to debt service requirements.&nbsp; The terms of our outstanding indebtedness restrict our
ability and our subsidiaries&rsquo; ability to, among other things, incur additional indebtedness, pay dividends or make certain
other restricted payments or investments in certain situations, consummate certain asset sales, enter into certain transactions
with affiliates, incur liens, or merge or consolidate with any other person or sell, assign, transfer, lease, convey or otherwise
dispose of all or substantially all of our or their assets.&nbsp; Our credit facilities also require us to meet certain financial
tests and comply with certain other reporting, affirmative and negative covenants.&nbsp; We have experienced difficulties meeting
these financial tests in the past and may continue to do so in the future.&nbsp; In addition, our substantial indebtedness may make
us more vulnerable to general adverse economic and industry conditions.&nbsp; Our credit facilities are collateralized by liens on
all of our assets.&nbsp; The liens give the lenders the right to foreclose on our assets under certain defined events of default
and such foreclosure could allow the lenders to gain control of our operations.</font></p>

<p style="text-indent: 40"><font size="2">If we were to fail to comply with the requirements under the credit facilities, such non-compliance would result in an event of
default, which if not waived by the lending groups would result in the acceleration of the amounts due under the respective credit
facility as well as other remedies.&nbsp; Under these circumstances, we could be required to find alternative funding sources, or
to sell assets.&nbsp; We will be required to refinance or extend the maturity of
both debt facilities in any event upon their maturity dates in July 2005.&nbsp; There is no assurance that we would be able to obtain any such refinancing or that we would be able to sell
assets on terms that are acceptable to us or at all.&nbsp; If we were to be unsuccessful in our efforts to refinance the credit
facility, we might be required to seek bankruptcy court or other protection from our creditors.</font></p>

<p><b><i><font size="2">The wind down of our towing services division may divert the attention of our management from our core manufacturing
business and we still have retained certain liabilities related to the towing services division.</font></i></b></p>

<p style="text-indent: 40"><font size="2">We sold all of our towing services businesses in a relatively short period of time during fiscal 2003.&nbsp; The net cash
proceeds from these sales exceeded the RoadOne revolving commitment under the senior credit facility associated with the sold
operations, as well as other associated liabilities.&nbsp; Almost all of these businesses will continue to operate under new
ownership and in general their customary operating liabilities have been assumed by the new owners.&nbsp; We nevertheless will be
subject to some continuing liabilities with respect to the pre-sale operations of these businesses, including, for example,
liabilities related to litigation, certain trade payables, parent guarantees, workers compensation and other insurance, surety
bonds, and real estate.&nbsp; It is possible that the sale proceeds and the remaining assets of the towing services segment will
not be sufficient to satisfy such liabilities.&nbsp; We may also be subject to inefficiencies, management distractions, additional
expenses and uncertainties resulting from the rapid wind down of the infrastructure that was developed to provide administrative
support to over 100 towing service locations.&nbsp; Although we believe that we can manage the wind down effectively, there can be
no assurance that such will be the case.&nbsp; Even if we are able to manage the wind down effectively, it may nevertheless have an
adverse impact on our operating results.</font></p>

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</font>

<p style="text-indent: 40"><font size="2">In addition, we have experienced difficulty in maintaining our insurance and surety bond coverage primarily as a result of
disruption in these markets resulting from the events of September 11, 2001, general economic conditions and our operating
results.</font></p>

<p><b><i><font size="2">We have experienced certain difficulties and unexpected expenses, and may continue to do so, related to entering into new
lines of business.</font></i></b></p>

<p style="text-indent: 40"><font size="2">Historically, our expertise has been in the manufacture of towing and recovery equipment and we had no prior operating
experience in other lines of business prior to 1997.&nbsp; Commencing during fiscal 1997, we entered three new lines of business
through the acquisition of towing and recovery equipment distributors and towing services companies, and the establishment of our
Financial Services Group.&nbsp; Our operation of these businesses has been subject to all of the risks inherent in the
establishment of a new business enterprise.&nbsp; Such acquisitions presented the additional risk that newly-acquired businesses
could be viewed as being in competition with our other customers.&nbsp; Although the new businesses are closely related to our
towing and recovery equipment manufacturing business, we experienced difficulties and unexpected expenses establishing and
operating these new businesses, and may continue to experience such difficulties and expenses as we wind down the towing services
segment and the distribution group.</font></p>

<p><b><i><font size="2">Our business is subject to the cyclical nature of our industry, general economic conditions and weather.&nbsp; Adverse
changes with respect to any of these factors may lead to a downturn in our business.</font></i></b></p>

<p style="text-indent: 40"><font size="2">The towing and recovery industry is cyclical in nature and has been affected historically by high interest rates, insurance
costs, and economic conditions in general.&nbsp; Accordingly, a downturn in the economy could have a material adverse effect on our
operations, as has been the case during the current general economic downturn.&nbsp; The industry is also influenced by consumer
confidence and general credit availability, and by weather conditions, none of which is within our control.</font></p>

<p><b><i><font size="2">Our dependence upon outside suppliers for our raw materials and other purchased component parts, leaves us subject to
price increases and delays in receiving supplies of such materials or parts.</font></i></b></p>

<p style="text-indent: 40"><font size="2">We are dependent upon outside suppliers for our raw material needs and other purchased component parts and, therefore, are
subject to price increases and delays in receiving supplies of such materials and component parts.&nbsp; There can be no assurance
that we will be able to pass any price increase on to our customers.&nbsp; Although we believe that sources of our materials and
component parts will continue to be adequate to meet our requirements and that alternative sources are available, events beyond our
control could have an adverse effect on the cost or availability of such materials and component parts.&nbsp; Additionally, demand
for our products could be negatively affected by the unavailability of truck chassis, which are manufactured by third parties and
are typically purchased separately by our distributors or by towing operators and are sometimes supplied by us.</font></p>

<p><b><i><font size="2">Our competitors could impede our ability to attract new customers, or attract current customers away from us.</font></i></b></p>

<p style="text-indent: 40"><font size="2">The towing and recovery equipment manufacturing industry is highly competitive.&nbsp; Competition for sales exists at both the
distributor and towing-operator levels and is based primarily on product quality and innovation, reputation, technology, customer
service, product availability and price.&nbsp; In addition, sales of our products are affected by the market for used towing and
recovery equipment.&nbsp; Certain of our competitors may have substantially greater financial and other resources and may provide
more attractive dealer and retail customer financing alternatives than us.&nbsp; We may also face significant competition from
large competitors as we enter other new lines of business, including financial services.</font></p>

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</font>

<p><b><i><font size="2">Our future success depends upon our ability to develop proprietary products and technology</font></i><font size="2">.</font></b></p>

<p style="text-indent: 40"><font size="2">Historically, we have been able to develop or acquire patented and other proprietary product innovations which have allowed us
to produce what management believes to be technologically advanced products relative to most of our competition.&nbsp; Certain of
our patents expire in 2004 at which time we may not have a continuing competitive advantage through proprietary products and
technology.&nbsp; In addition, pursuant to the terms of a consent judgment entered into in 2000 with the Antitrust Division of the
U.S. Department of Justice, we are required to offer non-exclusive royalty-bearing licenses to certain of our key patents to all
wrecker and car carrier manufacturers.&nbsp; Our historical market position has been a result, in part, of our continuous efforts
to develop new products.&nbsp; Our future success and ability to maintain market share will depend, to an extent, on new product
development.</font></p>

<p><b><i><font size="2">We depend upon skilled labor to manufacture our products.&nbsp; If we experience problems hiring and retaining skilled
labor, our business may be negatively affected.</font></i></b></p>

<p style="text-indent: 40"><font size="2">The timely production of our wreckers and car carriers requires an adequate supply of skilled labor.&nbsp; In addition, the
operating costs of each manufacturing facility can be adversely affected by high turnover in skilled positions.&nbsp; Accordingly,
our ability to increase sales, productivity and net earnings will be limited to a degree by our ability to employ the skilled
laborers necessary to meet our requirements.&nbsp; There can be no assurance that we will be able to maintain an adequate skilled
labor force necessary to efficiently operate our facilities.&nbsp; The United Auto Workers Union filed a representation petition
with the National Labor Relations Board for the employees at our Ooltewah, Tennessee manufacturing plant.&nbsp; A vote was held on
such union representation on April 11, 2002.&nbsp; The employees of the Ooltewah manufacturing plant voted against joining the
United Auto Workers Union.&nbsp; There can be no assurance that the employees at the Ooltewah manufacturing plant or other of our
employees may not choose to become unionized in the future.</font></p>

<p><b><i><font size="2">If our common stock was delisted from the New York Stock Exchange the market for our common stock may be substantially
less active and it may impair the ability of our shareholders to buy and sell our common stock.</font></i></b></p>

<p style="text-indent: 40"><font size="2">To remain listed on the New York Stock Exchange, the average closing price of our stock must not drop below $1.00 per share for
30 days or more.&nbsp; Our common stock price was below $1.00 per share for an extended period during 2001 and the common stock was
in danger of being delisted.&nbsp; A one-for-five reverse stock split was effected on October 1, 2001, and the price of the common
stock has not been below $2.10 since that time.&nbsp; We received notification from the New York Stock Exchange on June 26, 2003
that, based on market information and information in our recent public filings, we were not in compliance with the New York Stock
Exchange&rsquo;s continued listing standards.&nbsp; The New York Stock Exchange requires shareholders&rsquo; equity of not less
than $50.0 million and a 30-day average market capitalization of $50.0 million.&nbsp; Our shareholders&rsquo; equity was $37.0
million as of March 31, 2004.&nbsp; As of May 28, 2004, we had a 30-day average market capitalization of $96.4 million.</font></p>

<p style="text-indent: 40"><font size="2">We have compiled a three-pronged plan for regaining compliance with the continued listing standards.&nbsp; Our plan is to
restructure our bank facilities and rationalize the timing of our debt service, dispose of our remaining RoadOne and distributor
operations within the time period specified and focus all of our resources, manpower as well as financial, on returning the
manufacturing operations to their historically profitable levels.&nbsp; In September 2003, we were notified that the New York Stock
Exchange accepted our plan to regain compliance with the New York Stock Exchange continued listing standards related to
shareholders&rsquo; equity and market capitalization within an eighteen month timeframe.&nbsp; With the approval by shareholders of
the conversion of a portion of our subordinated debt into our common stock, we have completed the restructuring of our
facilities.&nbsp; We have also disposed of the remainder of our RoadOne operations and are in the process of disposing of our
distributors.&nbsp; During this timeframe, we will be subject to quarterly monitoring for compliance by the New York Stock
Exchange.</font></p>

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</font>

<p style="text-indent: 40"><font size="2">If our common stock were to be delisted from the New York Stock Exchange, it is likely that the trading market for our common
stock would be substantially less active, and the ability of shareholders to buy and sell shares of our common stock would be
materially impaired.&nbsp; In addition, the delisting of our stock could adversely affect our ability to enter into future equity
financing transactions.&nbsp; In the event that our stock is delisted from the New York Stock Exchange, we would pursue listing on
an alternative national securities exchange or association.</font></p>

<p><b><i><font size="2">Any loss of the services of our key executives could have a material adverse impact on our operations.</font></i></b></p>

<p style="text-indent: 40"><font size="2">Our success is highly dependent on the continued services of our management team.&nbsp; The loss of services of one or more key
members of our senior management team could have a material adverse effect on us.</font></p>

<p><b><i><font size="2">A product liability claim in excess of our insurance coverage or an inability to acquire insurance at commercially
reasonable rates could have a material adverse effect upon our business.</font></i></b></p>

<p style="text-indent: 40"><font size="2">We are subject to various claims, including automobile and product liability claims arising in the ordinary course of business,
and may at times be a party to various legal proceedings incidental to our business.&nbsp; We maintain reserves and liability
insurance coverage at levels based upon commercial norms and our historical claims experience.&nbsp; A successful product liability
or other claim brought against us in excess of our insurance coverage or the inability of us to acquire insurance at commercially
reasonable rates could have a material adverse effect upon our business, operating results and financial condition.</font></p>

<p><font size="2"><i><b>A continued increase in
insurance and fuel costs will have a material effect upon our business</b></i><b><i>.</i></b></font></p>

<p style="text-indent: 40"><font size="2">As a result of the events of September 11, 2001 and other general economic factors, we have experienced a substantial increase
in our insurance costs and have experienced fluctuations in fuel and other transportation costs.&nbsp; Our customers have also
experienced reduced availability of credit for purchasing equipment.&nbsp; There can be no assurance that these costs will not
continue to increase for us.&nbsp; Such increases have had, and may continue to have, a material effect upon our business and
operating results.</font></p>

<p><b><i><font size="2">Our stock price may fluctuate greatly as a result of the general volatility of the stock market.</font></i></b></p>

<p style="text-indent: 40"><font size="2">From time to time, there may be significant volatility in the market price for our common sock.&nbsp; Our quarterly operating
results, changes in earnings estimated by analysts, changes in general conditions in our industry or the economy or the financial
markets or other developments affecting us could cause the market price of the common stock to fluctuate substantially.&nbsp; In
addition, in recent years the stock market has experienced significant price and volume fluctuations.&nbsp; This volatility has had
a significant effect on the market prices of securities issued by many companies for reasons unrelated to their operating
performance.</font></p>

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</font>

<p><b><i><font size="2">Our Chairman and Co-Chief Executive Officer owns a substantial interest in our common stock.&nbsp; He may vote his shares
in ways with which you disagree.</font></i></b></p>

<p style="text-indent: 40"><font size="2">William G. Miller, our chairman, beneficially owns approximately 20% of the outstanding shares of common stock.&nbsp;
Accordingly, Mr. Miller has the ability to exert significant influence over our business affairs, including the ability to
influence the election of directors and the result of voting on all matters requiring shareholder approval.</font></p>

<p><b><i><font size="2">Our charter and bylaws contain anti-takeover provisions that may make it more difficult or expensive to acquire us in the
future or may negatively affect our stock price.</font></i></b></p>

<p style="text-indent: 40"><font size="2">Our charter and bylaws contain restrictions that may discourage other persons from attempting to acquire control of us,
including, without limitation, prohibitions on shareholder action by written consent and advance notice requirements respecting
amendments to certain provisions of our charter and bylaws.&nbsp; In addition, our charter authorizes the issuance of up to
5,000,000 shares of preferred stock.&nbsp; The rights and preferences for any series of preferred stock may be set by the board of
directors, in its sole discretion and without shareholder approval, and the rights and preferences of any such preferred stock may
be superior to those of common stock and thus may adversely affect the rights of holders of common stock.</font></p>

<p align="center"><b><font size="2"><a name="FORWARD">FORWARD</a> LOOKING STATEMENTS</font></b></p>

<p style="text-indent: 40"><font size="2">Certain statements in this prospectus may be deemed to be forward-looking statements, as defined in the Private Securities
Litigation Reform Act of 1995.&nbsp; Such forward-looking statements are made based on our management&rsquo;s belief as well as
assumptions made by, and information currently available to, our management pursuant to &ldquo;safe harbor&rdquo; provisions of the
Private Securities Litigation Reform Act of 1995.&nbsp; Our actual results may differ materially from the results anticipated in
these forward-looking statements due to, among other things, factors set forth above under the heading &ldquo;Risk Factors,&rdquo;
and in particular, the risks associated with the wind down of the towing services segment and the risks associated with the terms
of our substantial indebtedness.&nbsp; We caution that such factors are not exclusive.&nbsp; We do not undertake to update any
forward-looking statement that may be made from time to time by us, or on our behalf.</font></p>

<font size="2">&nbsp;</font><p><font size="2">&nbsp;</font></p>
<p><font size="2">&nbsp;</font></p>
<p><font size="2">&nbsp;</font></p>
<p><font size="2">&nbsp;</font></p>
<p><font size="2">&nbsp;</font></p>

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</font>


<p align="center"><b><font size="2"><a name="SELLING SHAREHOLDERS">SELLING SHAREHOLDERS</a></font></b></p>

<p style="text-indent: 40"><font size="2">An aggregate of 480,000 shares of common stock are covered for possible sale by the selling shareholders using this
prospectus.&nbsp; These shares were issued to the selling shareholders in a private placement of our common stock that was
completed on May 26, 2004.&nbsp;  </font><font size="2" face="Times New Roman">All the shares are held by Ashford Capital Management, Inc. for the benefit of its
clients.&nbsp; Ashford Capital Management is deemed to beneficially own all the shares under Rule 13d-3 promulgated pursuant to the
Securities Exchange Act of 1934, as amended, due to its sole right to vote and dispose of the shares, but references to the
&ldquo;selling shareholders&rdquo; include the clients for whom Ashford Capital Management holds the shares.</font><font size="2">&nbsp; We will not receive any proceeds from any sale of the shares.&nbsp; No selling shareholder has had
any position, office, or other material relationship with us or any of our predecessors or affiliates within the past three
years.</font></p>

<p style="text-indent: 40"><font size="2">The following table sets forth the names of the selling shareholders, the number of shares beneficially owned by each selling
shareholder as of June 1, 2004, the percentage of our total outstanding common stock owned by each selling shareholder as of June
1, 2004 (unless such percentage is less than 1%), and the maximum number of shares that may be offered for sale by such selling
shareholder pursuant to this prospectus.</font></p>

<p style="text-indent: 40"><font size="2" face="Times New Roman">This table is
prepared solely based on information supplied to us by the selling shareholders,
any Schedules 13D or 13G and Forms 3 and 4, and other public documents filed
with the SEC</font><font size="2">.</font></p>

<div align="center">
<table border="0" cellspacing="0" cellpadding="0" width="689" style="border-collapse: collapse" bordercolor="#111111">

<tr>
<td valign="top" width="273"><font size="1">&nbsp;</font></td>
<td valign="top" width="124" align="center" style="border-bottom-style: solid; border-bottom-width: 1">
<p align="center">
<b><font size="1">Total Number of<br>
Shares Beneficially<br>
Owned</font><sup><font size="1">(1)</font></sup></b></p>
</td>
<td valign="top" width="17" align="center">
<sup><font size="1"><b>&nbsp;</b></font></sup></td>
<td valign="top" width="106" align="center" style="border-bottom-style: solid; border-bottom-width: 1">
<p align="center">
<b><font size="1">Total Number of<br>
Shares Offered for<br>
Resale</font><sup><font size="1">(1)</font></sup></b></p>
</td>
<td valign="top" width="23" align="center">
<sup><font size="1"><b>&nbsp;</b></font></sup></td>
<td valign="top" width="143" align="center" style="border-bottom-style: solid; border-bottom-width: 1">
<p align="center">
<b><font size="1">Percentage Owned<br>
Before the<br>
Offering</font><sup><font size="1">(2)</font></sup></b></p>
</td>
<td valign="top" width="19" align="center">
<sup><font size="1"><b>&nbsp;</b></font></sup></td>
<td valign="top" width="125" align="center" style="border-bottom-style: solid; border-bottom-width: 1">
<p align="center">
<b><font size="1">Percentage Owned<br>
After the<br>
Offering</font><sup><font size="1">(3)</font></sup></b></p>
</td>
</tr>

<tr>
<td valign="top" width="273" bgcolor="#FFF3CE">
<p style="margin-top: 10"><font size="1">Ashford Capital Management, Inc. <sup>
(4)</sup></font></p>
</td>
<td valign="top" width="124" style="border-top-style: solid; border-top-width: 1" bgcolor="#FFF3CE">
<p style="margin-top: 10" align="center"><font size="1">1,132,500 <sup>(5)</sup></font></p>
</td>
<td valign="top" width="17" bgcolor="#FFF3CE">
<p style="margin-top: 10">
<font size="1">&nbsp;</font></td>
<td valign="top" width="106" style="border-top-style: solid; border-top-width: 1" bgcolor="#FFF3CE">
<p style="margin-top: 10" align="center"><font size="1">480,000 <sup>(6)</sup></font></p>
</td>
<td valign="top" width="23" bgcolor="#FFF3CE">
<p style="margin-top: 10">
<font size="1">&nbsp;</font></td>
<td valign="top" width="143" style="border-top-style: solid; border-top-width: 1" bgcolor="#FFF3CE">
<p style="margin-top: 10" align="center"><font size="1">10.13%<sup> </sup></font></p>
</td>
<td valign="top" width="19" bgcolor="#FFF3CE">
<p style="margin-top: 10">
<font size="1">&nbsp;</font></td>
<td valign="top" width="125" style="border-top-style: solid; border-top-width: 1" bgcolor="#FFF3CE">
<p style="margin-top: 10" align="center"><font size="1">5.84%<sup> </sup></font></p>
</td>
</tr>

</table>
</div>

<p><font size="2">_______________</font></p>

<table border="1" cellpadding="4" cellspacing="0" style="border-collapse: collapse; border-width: 0" bordercolor="#111111" width="698">
  <tr>
    <td width="38" valign="top" style="border-style: none; border-width: medium"><font size="2">*</font></td>
    <td width="657" style="border-style: none; border-width: medium"><font size="2">Less than 1%</font></td>
  </tr>
  <tr>
    <td width="38" valign="top" style="border-style: none; border-width: medium"><font size="2">(1)</font></td>
    <td width="657" style="border-style: none; border-width: medium"><font size="2">Includes all shares beneficially owned by the selling shareholder, whether or not
registered hereunder.&nbsp; Only the shares registered hereunder, as shown in the adjacent column for
    such person, may be offered
and resold by the selling shareholder pursuant to this prospectus.&nbsp; There is no assurance, however, that the selling
shareholder will sell any or all of such shares.</font></td>
  </tr>
  <tr>
    <td width="38" valign="top" style="border-style: none; border-width: medium"><font size="2">(2)</font></td>
    <td width="657" style="border-style: none; border-width: medium">
    <font size="2">The selling shareholder&rsquo;s percentage was calculated by dividing the total number
of shares outstanding as of June 1, 2004 (11,178,129) by the selling shareholder&rsquo;s number of beneficially owned shares.</font></td>
  </tr>
  <tr>
    <td width="38" valign="top" style="border-style: none; border-width: medium"><font size="2">
    (3)</font></td>
    <td width="657" style="border-style: none; border-width: medium"><font size="2">Assumes all shares registered hereunder are sold by the selling shareholder.</font></td>
  </tr>
  <tr>
    <td width="38" valign="top" style="border-style: none; border-width: medium"><font size="2">
    (4)</font></td>
    <td width="657" style="border-style: none; border-width: medium"><font size="2" face="Times New Roman">
    Ashford Capital Management, Inc. is an investment adviser registered with
    the SEC under Section 203 of the Investment Advisers Act of 1940.</font></td>
  </tr>
  <tr>
    <td width="38" valign="top" style="border-style: none; border-width: medium"><font size="2">
    (5)</font></td>
    <td width="657" style="border-style: none; border-width: medium"><font size="2" face="Times New Roman">
    Such shares are held by Ashford Capital Management, Inc. in separate individual
    client accounts, two separate limited partnerships and eight commingled
    funds.&nbsp; Ashford Capital Management has been granted sole voting and dispositive power with respect to these shares, and the  owners of these
shares have the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, such
shares.</font></td>
  </tr>
  <tr>
    <td width="38" valign="top" style="border-style: none; border-width: medium"><font size="2">
    (6)</font></td>
    <td width="657" style="border-style: none; border-width: medium">
    <font face="Times New Roman" size="2">The clients for whom Ashford Capital
    Management Inc. holds the shares are as follows:&nbsp; 50,000 shares for the account of Ashford Capital Partners, L.P.,
    80,000 shares for the account of Anvil Investment Associates, L.P., 70,000
    shares for the account of PEPCO Holdings Retirement Plan Master Trust, 130,000 shares for the account of the University of
Notre Dame, and 150,000 shares for the account of the Wisconsin Alumni Research Foundation.</font></td>
  </tr>
</table>

<p style="text-indent: 40"><font size="2">The selling shareholders may offer and sell all or a portion of the shares from time to time, but are under no obligation to
offer or sell any of the shares.&nbsp; Because the selling shareholders may sell all, none, or any part of the shares from time to
time, no estimate can be given as to the number of shares that will be beneficially owned by the selling shareholders upon
termination of any offering by them, or as to the percentage of our total outstanding common stock that the selling shareholders
will beneficially own after termination of any offering.</font></p>

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<p style="text-indent: 40"><font size="2">This prospectus also covers possible sales by certain persons who may become the record or beneficial owners of some of the
shares as a result of certain types of private transactions, including but not limited to, gifts, private sales, distributions, and
transfers pursuant to a foreclosure or similar proceeding by a lender or other creditor to whom shares may be pledged as collateral
to secure an obligation of a named selling shareholder.&nbsp; Each such potential transferee of a named selling shareholder is
hereby deemed to be a selling shareholder for purposes of selling shares using this prospectus.&nbsp; To the extent required by
applicable law, information (including the name and number of shares owned and proposed to be sold) about such transferees, if
there shall be any, will be set forth in an appropriate supplement to this prospectus.</font></p>

</font>

<p align="center"><b><font size="2"><a name="PLAN">PLAN</a> OF DISTRIBUTION</font></b></p>

<p style="text-indent: 40"><font size="2">The shares may be offered and sold by or for the account of the selling shareholders (or their pledgees, donees, or
transferees), from time to time as market conditions permit, on the New York Stock Exchange, any other exchange on which the shares
may be listed, over the counter, or otherwise, at prices and on terms then prevailing or in negotiated transactions.&nbsp; The
shares may be sold by one or more of the following methods, without limitation:</font></p>

<ul>
  <li>

<p style="margin-left: 30; margin-top: 10"><font size="2">a block trade in which
a broker or dealer so engaged will attempt to sell the shares as agent, but may
position and resell a portion of the block as principal to facilitate the
transaction;</font></p>

  </li>
  <li>

<p style="margin-left: 30; margin-top: 10"><font size="2">purchases by a broker
or dealer (including a specialist or market maker) as principal and resale by
such broker or dealer for its account pursuant to this prospectus;</font></p>

  </li>
  <li>

<p style="margin-left: 30; margin-top: 10"><font size="2">an underwritten
offering, subject to compliance with applicable disclosures concerning the
identity and compensation arrangements of each firm acting as underwriter;</font></p>

  </li>
  <li>

<p style="margin-left: 30; margin-top: 10"><font size="2">ordinary brokerage
transactions and transactions in which the broker solicits purchasers;</font></p>

  </li>
  <li>

<p style="margin-left: 30; margin-top: 10"><font size="2">face-to-face
transactions between sellers and purchasers without a broker-dealer;</font></p>

  </li>
  <li>

<p style="margin-left: 30; margin-top: 10"><font size="2">transactions in
options, swaps, or other derivatives (whether exchange listed or otherwise);</font></p>

  </li>
  <li>

<p style="margin-left: 30; margin-top: 10"><font size="2">sales in other ways
not involving market makers or established trading markets, including direct
sales to institutions or individual purchasers; and</font></p>

  </li>
  <li>

<p style="margin-left: 30; margin-top: 10"><font size="2">any combination of the
foregoing, or by any other legally available means.</font></p>

  </li>
</ul>

<p style="text-indent: 40"><font size="2">In addition, the selling shareholders or their successors in interest may enter into hedging transactions with broker-dealers
who may engage in short sales of common stock in the course of hedging the positions they assume with the selling
shareholders.&nbsp; The selling shareholders or their successors in interest may also enter into option or other transactions with
broker-dealers that require the delivery to such broker-dealers of the shares, which shares may be resold thereafter pursuant to
this prospectus.</font></p>

<p style="text-indent: 40"><font size="2">In effecting sales, brokers or dealers engaged by the selling shareholders may arrange for other brokers or dealers to
participate.&nbsp; Such brokers or dealers may receive commissions or discounts from the selling shareholders and/or the purchasers
of the shares for whom such brokers or dealers act as agents or to whom they sell as principals, or both, in amounts to be
negotiated (which compensation as to a particular broker-dealer might be in excess of customary commissions).&nbsp; At the time a
particular offer of shares is made by one or more of the selling shareholders, a prospectus supplement, if required, will be
distributed to set forth the aggregate number of shares being offered and the terms of the offering, including the name or names of
any underwriters, dealers or agents, any discounts, commissions, and other items constituting compensation from the selling
shareholders, and any discounts, commissions, or concessions allowed or reallocated or paid to dealers, including the proposed
selling price to prospective purchasers.&nbsp; The selling shareholders and such brokers and dealers and any other participating
brokers or dealers may be deemed to be &ldquo;underwriters&rdquo; within the meaning of the Securities Act in connection with such
sales.&nbsp; There can be no assurance, however, that all or any of the shares will be offered by the selling shareholders.&nbsp;
We know of no existing arrangements between any selling shareholders and any broker, dealer, finder, underwriter, or agent relating
to the sale or distribution of the shares.</font></p>

<p align="center"><font face="Times New Roman" size="2">8<hr size="1" color="#C0C0C0" STYLE="page-break-after: always">
<p><font size="1"><a href="#TABLE OF CONTENTS">Table of Contents</a></font></p>
</font>

<p style="text-indent: 40"><font size="2">We will not receive any of the proceeds of any sale of shares by the selling shareholders.&nbsp; We will bear all of the
expenses of the registration of this offering under the Securities Act including, without limitation, registration and filing fees,
printing expenses, fees and disbursements of our counsel and independent public accountants, transfer taxes, fees of transfer
agents and registrars, and costs of insurance, if any.&nbsp; All underwriting discounts, selling commissions, and broker&rsquo;s
fees applicable to the sale of any shares will be borne by the selling shareholders or by such persons other than us as agreed by
and among the selling shareholders and such other persons.</font></p>

<p align="center"><b><font size="2"><a name="USE OF PROCEEDS">USE OF PROCEEDS</a></font></b></p>

<p style="text-indent: 40"><font size="2">We will not receive any of the proceeds from the sale of the resale shares by the selling shareholders. &nbsp; All proceeds from
the sale of the resale shares will be solely for the accounts of the selling shareholders.</font></p>

<p align="center"><b><font size="2"><a name="LEGAL MATTERS">LEGAL MATTERS</a></font></b></p>

<p style="text-indent: 40"><font size="2">The validity of the issuance of the shares of common stock offered hereby will be passed upon for us by Kilpatrick Stockton LLP,
Atlanta, Georgia.&nbsp; As of the date hereof, no attorneys at Kilpatrick Stockton LLP who worked on the preparation of this
prospectus beneficially own a substantial interest in our common stock.</font></p>

<p align="center"><b><font size="2"><a name="EXPERTS">EXPERTS</a></font></b></p>

<p style="text-indent: 40"><font size="2">Our financial statements as of and for the year ended December 31, 2003 have been incorporated by reference herein and in the
registration statement of which this prospectus forms a part in reliance upon the reports of Joseph Decosimo and Company, LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.</font></p>

<p style="text-indent: 40"><font size="2" face="Times New Roman">The financial statements incorporated in this prospectus by reference to the Annual Report
on Form 10-K as of December 31, 2002 and for the year ended December 31, 2002, the eight month period ended December 31, 2001 and
the year end April 30, 2001 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating
to our ability to continue as a going concern as described in Notes 2 and 8 to the financial statements) of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.</font></p>

<p style="text-indent: 40"><font size="2">PricewaterhouseCoopers LLP were our independent public accountants for the fiscal year ended December 31, 2002.&nbsp; On October
3, 2003, PricewaterhouseCoopers LLP resigned as our principal accountants.&nbsp; On October 9, 2003 we engaged Joseph Decosimo and
Company, LLP to be our principal accountants.&nbsp; The decision to engage Joseph Decosimo and Company, LLP was made upon the
recommendation of our Audit Committee and the approval of our Board of Directors.&nbsp;
During our two most recent fiscal years and the subsequent interim period
through October 9, 2003, we have not consulted with Joseph Decosimo and Company,
LLP regarding any matter requiring disclosure under Regulation S-K, Item
304(a)(2)(i) and (ii).</font></p>

<p style="text-indent: 40"><font size="2" face="Times New Roman">The report of PricewaterhouseCoopers LLP for the year ended December 31, 2002 included an
explanatory paragraph.&nbsp; This explanatory paragraph was included as a result of us being in default of certain covenants under
our senior and subordinated credit facility agreements, and because our subordinated credit facility matured on July 23,
2003.&nbsp; The senior and subordinated credit facility agreements contain certain cross-default provisions and provide for the
acceleration of amounts due as well as other remedies in the event of default.&nbsp; The report of PricewaterhouseCoopers LLP
indicated that these circumstances raise substantial doubt about our ability to continue as a going concern.</font></p>

<p style="text-indent: 40"><font size="2" face="Times New Roman">The report of PricewaterhouseCoopers LLP for the period ending December 31, 2001 included
a separate paragraph regarding our default under certain credit agreements and related waivers.</font></p>

<p style="text-indent: 40"><font size="2" face="Times New Roman">Except as described in the two preceding paragraphs, neither of the reports of
PricewaterhouseCoopers LLP on our financial statements for the year ended December 31, 2002, the eight months ended December 31,
2001, and the year ended April 30, 2001 contained an adverse opinion or disclaimer of opinion, nor was either qualified or modified
as to uncertainty, audit scope, or accounting principle.</font></p>

<p style="text-indent: 40"><font size="2" face="Times New Roman">In connection with its audits of us for the two most recent fiscal years and through
October 3, 2003, there were no disagreements with PricewaterhouseCoopers LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of
PricewaterhouseCoopers LLP, would have caused them to make reference to the subject matter of the disagreements in their reports on
the financial statements for such fiscal years.</font></p>

<p align="center"><font face="Times New Roman" size="2">9<hr size="1" color="#C0C0C0" STYLE="page-break-after: always">
<p><font size="1"><a href="#TABLE OF CONTENTS">Table of Contents</a></font></p>

<p align="center"><b><font size="2"><a name="INCORPORATION">INCORPORATION</a> OF DOCUMENTS BY REFERENCE</font></b></p>

<p style="text-indent: 40"><font size="2">The SEC allows us to &ldquo;incorporate by reference&rdquo; in this prospectus certain information we file with the SEC, which
means that we may disclose important information in this prospectus by referring you to the document that contains the
information.&nbsp; The information incorporated by reference is considered to be a part of this prospectus, and later information
filed with the SEC will update and supersede this information.&nbsp; We incorporate by reference the documents listed below and any
future filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, until the
offering of securities covered by this prospectus is completed:</font></p>

<ul>
  <li>

<p style="margin-left: 30"><font size="2">our Annual Report on Form 10-K for our
fiscal year ended December 31, 2003, filed with the SEC on March 26, 2004;</font></p>

  </li>
</font>
  <li>

<p style="margin-left: 30; margin-top: 10"><font size="2">our definitive Proxy
Statement for our Annual Meeting of Shareholders, filed with the SEC on January
23, 2004;</font></p>

  </li>
  <li>

<p style="margin-left: 30; margin-top: 10"><font size="2">our Quarterly Report
on Form 10-Q for the quarter ended March 31, 2004, filed with the SEC on May 14,
2004;</font></p>

  </li>
  <li>

<p style="margin-left: 30; margin-top: 10"><font size="2">our Current Reports on
Form 8-K, filed with the SEC on January 27, 2004, March 23, 2004 and May 12,
2004; and</font></p>

  </li>
  <li>

<p style="margin-left: 30; margin-top: 10"><font size="2">the description of our
common stock set forth in our registration statement filed under Section 12 of
the Securities Exchange Act on Form 8-A, file number 34-14124, including any
amendment or report filed with the SEC for the purpose of updating such
description.</font></p>

  </li>
</ul>

<p style="text-indent: 40"><font size="2">We will promptly provide, without charge to you, upon written or oral request, a copy of any or all of the documents
incorporated by reference in this prospectus, other than exhibits to those documents, unless the exhibits are specifically
incorporated by reference in those documents.&nbsp; Requests should be directed to:</font></p>

<p align="center"><font size="2">Miller Industries, Inc.<br>
8503 Hilltop Drive<br>
Ooltewah, Tennessee&nbsp; 37363<br>
Attn:&nbsp; Chief Financial Officer<br>
(423) 328-4171</font></p>

<p align="center"><b><font size="2"><a name="WHERE">WHERE</a> YOU CAN FIND MORE INFORMATION</font></b></p>

<p style="text-indent: 40"><font size="2">This prospectus is part of a registration statement on Form S-3 that we have filed with the SEC covering the shares of common
stock being offered by certain of our shareholders.&nbsp; This prospectus does not contain all of the information presented in the
registration statement, and you should refer to that registration statement with its exhibits for further information.&nbsp;
Statements in this prospectus describing or summarizing any contract or other document are not complete, and you should review the
copies of those documents filed as exhibits to the registration statement for more detail.&nbsp; You may read and copy the
registration statement and any documents incorporated by reference at the SEC&rsquo;s Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549 or 175 Jackson Boulevard, Suite 900, Chicago, Illinois.&nbsp; For information on the operation of the
Public Reference Room, call the SEC at 1-800-SEC-0330.&nbsp; You can also inspect our registration statement on the Internet at the
SEC&rsquo;s web site, http://www.sec.gov.</font></p>

<p style="text-indent: 40"><font size="2">We are required to file annual, quarterly, and current reports, proxy and information statements and other information with the
SEC.&nbsp; You can review this information at the SEC&rsquo;s Public Reference Room or on the SEC&rsquo;s web site, as described
above.</font></p>

<p align="center"><font size="2" face="Times New Roman">10<hr size="1" color="#C0C0C0" STYLE="page-break-after: always">
<p><font size="1"><a href="#TABLE OF CONTENTS">Table of Contents</a></font></p>
</font>


<p align="center"><b><font size="2">PART II</font></b></p>

<p align="center"><b><font size="2">INFORMATION NOT REQUIRED IN PROSPECTUS</font></b></p>

<p><b><font size="2">Item 14.&nbsp;&nbsp;&nbsp; Other Expenses of Issuance and Distribution.</font></b></p>

<p><font size="2">Set forth below is an estimate of the approximate amount of the fees and expenses (other than underwriting commissions and
discounts) payable by us in connection with this offering.</font></p>

<div align="center">
  <center>
  <table border="1" cellpadding="3" cellspacing="0" style="border-collapse: collapse; border-width: 0" bordercolor="#111111" width="76%">
    <tr>
      <td width="84%" style="border-style: none; border-width: medium"><font size="2" face="Times New Roman">
      Securities and Exchange Commission Registration Fee</font></td>
      <td width="5%" style="border-style: none; border-width: medium">
      <p align="right"><font size="2">$</font></td>
      <td width="11%" align="right" style="border-style: none; border-width: medium">
      <font size="2">541</font></td>
    </tr>
    <tr>
      <td width="84%" style="border-style: none; border-width: medium">
      <font face="Times New Roman" size="2">New York Stock Exchange Listing Fees</font></td>
      <td width="5%" style="border-style: none; border-width: medium">
      <font size="2">&nbsp;</font></td>
      <td width="11%" align="right" style="border-style: none; border-width: medium">
      <font size="2">14,750</font></td>
    </tr>
    <tr>
      <td width="84%" style="border-style: none; border-width: medium"><font size="2" face="Times New Roman">
      Legal Fees and Expenses </font></td>
      <td width="5%" style="border-style: none; border-width: medium">
      <font size="2">&nbsp;</font></td>
      <td width="11%" align="right" style="border-style: none; border-width: medium">
      <font size="2">25,000</font></td>
    </tr>
    <tr>
      <td width="84%" style="border-style: none; border-width: medium"><font size="2" face="Times New Roman">
      Accounting Fees and Expenses </font></td>
      <td width="5%" style="border-style: none; border-width: medium">
      <font size="2">&nbsp;</font></td>
      <td width="11%" align="right" style="border-style: none; border-width: medium">
      <font size="2">15,000</font></td>
    </tr>
    <tr>
      <td width="84%" style="border-style: none; border-width: medium"><font size="2" face="Times New
Roman">Miscellaneous</font></td>
      <td width="5%" style="border-style: none; border-width: medium">
      <font size="2">&nbsp;</font></td>
      <td width="11%" align="right" style="border-left-style: none; border-left-width: medium; border-right-style: none; border-right-width: medium; border-top-style: none; border-top-width: medium; border-bottom-style: solid; border-bottom-width: 1">
      <font size="2">2,000</font></td>
    </tr>
    <tr>
      <td width="84%" style="border-style: none; border-width: medium"><b>
      <font size="2">Total</font></b></td>
      <td width="5%" style="border-style: none; border-width: medium">
      <p align="right"><font size="2">&nbsp;$</font></td>
      <td width="11%" align="right" style="border-left-style: none; border-left-width: medium; border-right-style: none; border-right-width: medium; border-bottom-style: none; border-bottom-width: medium">
      <font size="2">57,291</font></td>
    </tr>
  </table>
  </center>
</div>

<p><b><font size="2">Item 15.&nbsp;&nbsp;&nbsp; Indemnification of Directors and Officers.</font></b></p>

<p style="text-indent: 40"><font size="2">The Tennessee Business Corporation Act (the &ldquo;TBCA&rdquo;) authorizes corporations to limit or eliminate the personal
liability of directors to corporations and their shareholders for monetary damages for breaches of certain of the directors&rsquo;
fiduciary duties.&nbsp; In general, the duty of care requires that a director exercise his judgment in good faith on an informed
basis, and in a manner he reasonably believes to be in the best interests of the corporation.&nbsp; Absent the limitations now
authorized by the TBCA, directors are accountable to corporations and their shareholders for monetary damages only for conduct
constituting gross negligence in the exercise of their duty of care.&nbsp; Although the statute does not change the
directors&rsquo; duty of care, it enables corporations to limit available relief to equitable remedies such as injunction or
rescission.</font></p>

<p style="text-indent: 40"><font size="2">Our charter limits the liability of directors (in their capacity as directors but not in their capacity as officers) to us or
our shareholders to the fullest extent permitted by the laws of the State of Tennessee, as so amended.&nbsp; Specifically, a
director will not be personally liable to us or our shareholders for monetary damages for breach of such director fiduciary duty as
a director, except for liability for (1) any breach of the director&rsquo;s duty of loyalty, (2) any acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (3) unlawful distributions, or (4) receipt of an
improper personal benefit&nbsp; Our charter provides that if the TBCA is amended to authorize corporate action further eliminating
or limiting the personal liability of directors, then the liability of our directors will be eliminated or limited to the fullest
extent permitted by the law, as so amended.</font></p>

<p style="text-indent: 40"><font size="2">The inclusion of this provision in our charter may have the effect of reducing the likelihood of derivative litigation against
directors and may discourage or deter shareholders or management from bringing a lawsuit against directors for breach of their duty
of care, even though such an action, if successful, might otherwise have benefited us and our shareholders.</font></p>

<p style="text-indent: 40"><font size="2">Insofar as indemnification for
liabilities, arising under the Securities Act of 1933 may be permitted to our
directors, officers and shareholders pursuant to the foregoing provisions, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Securities Act of 1993 and is, therefore, unforceable.</font></p>

<p align="center"><font size="2" face="Times New Roman">11<hr size="1" color="#C0C0C0" STYLE="page-break-after: always">
<p><font size="1"><a href="#TABLE OF CONTENTS">Table of Contents</a></font></p>
</font>

<p><b><font size="2">Item 16.&nbsp;&nbsp;&nbsp; Exhibits.</font></b></p>

<div align="center">
<table border="0" cellspacing="0" cellpadding="3" width="707" height="230" style="border-collapse: collapse" bordercolor="#111111">
<tr>
<td valign="top" width="39" height="91"></td>
<td valign="bottom" width="287" height="91" style="border-bottom-style: solid; border-bottom-width: 1">
<p align="center"><b><font size="2" face="Times New Roman">Description</font></b></p>
</td>
<td valign="bottom" width="19" height="91">
<b><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp;</font></b></td>
<td valign="bottom" width="93" style="border-bottom-style: solid; border-bottom-width: 1" height="91">
<p align="center"><b><font size="2" face="Times New Roman">Incorporated<br>
by Reference<br>
to<br>
Registration<br>
File Number</font></b></p>
</td>
<td valign="bottom" width="12" height="91">
<b><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp;</font></b></td>
<td valign="bottom" width="61" style="border-bottom-style: solid; border-bottom-width: 1" height="91">
<p align="center"><b><font size="2" face="Times New Roman">Form or<br>
&nbsp;Report</font></b></p>
</td>
<td valign="bottom" width="12" height="91">
<b><font face="Times New Roman" size="2">&nbsp;&nbsp;</font></b></td>
<td valign="bottom" width="116" style="border-bottom-style: solid; border-bottom-width: 1" height="91">
<p align="center"><b><font size="2" face="Times New Roman">Date of Report</font></b></p>
</td>
<td valign="bottom" width="9" height="91">
<b><font face="Times New Roman" size="2">&nbsp;&nbsp;&nbsp;&nbsp;</font></b></td>
<td valign="bottom" width="62" style="border-bottom-style: solid; border-bottom-width: 1" height="91">
<p align="center"><b><font size="2" face="Times New Roman">Exhibit<br>
Number in<br>
Report</font></b></p>
</td>
</tr>

<tr>
<td valign="top" width="39" height="29">
<p style="margin-top: 10"><font size="2" face="Times New Roman">4.1</font></p>
</td>
<td valign="top" width="287" height="29" style="border-top-style: solid; border-top-width: 1">
<p style="margin-top: 10"><font size="2" face="Times New Roman">Charter, as amended, of the Registrant</font></p>
</td>
<td valign="top" width="19" height="29">
<p style="margin-top: 10">
<font face="Times New Roman" size="2">&nbsp;</font></td>
<td valign="top" width="93" style="border-top-style: solid; border-top-width: 1" height="29">
<p align="center" style="margin-top: 10"><font size="2" face="Times New Roman">-</font></p>
</td>
<td valign="top" width="12" height="29">
<p style="margin-top: 10">
<font face="Times New Roman" size="2">&nbsp;</font></td>
<td valign="top" width="61" style="border-top-style: solid; border-top-width: 1" height="29">
<p align="center" style="margin-top: 10"><font size="2" face="Times New Roman">10-K</font></p>
</td>
<td valign="top" width="12" height="29">
<p style="margin-top: 10">
<font face="Times New Roman" size="2">&nbsp;</font></td>
<td valign="top" width="116" style="border-top-style: solid; border-top-width: 1" height="29">
<p align="center" style="margin-top: 10"><font size="2" face="Times New Roman">December 31, 2001</font></p>
</td>
<td valign="top" width="9" height="29">
<p style="margin-top: 10">
<font face="Times New Roman" size="2">&nbsp;</font></td>
<td valign="top" width="62" style="border-top-style: solid; border-top-width: 1" height="29">
<p align="center" style="margin-top: 10"><font size="2" face="Times New Roman">3.1</font></p>
</td>
</tr>

<tr>
<td valign="top" width="39" height="15">
<p><font size="2" face="Times New Roman">4.2</font></p>
</td>
<td valign="top" width="287" height="15">
<p><font size="2" face="Times New Roman">Bylaws of the Registrant</font></p>
</td>
<td valign="top" width="19" height="15">
<font face="Times New Roman" size="2">&nbsp;</font></td>
<td valign="top" width="93" height="15">
<p align="center"><font size="2" face="Times New Roman">33-79430</font></p>
</td>
<td valign="top" width="12" height="15">
<font face="Times New Roman" size="2">&nbsp;</font></td>
<td valign="top" width="61" height="15">
<p align="center"><font size="2" face="Times New Roman">S-1</font></p>
</td>
<td valign="top" width="12" height="15">
<font face="Times New Roman" size="2">&nbsp;</font></td>
<td valign="top" width="116" height="15">
<p align="center"><font size="2" face="Times New Roman">August 1994</font></p>
</td>
<td valign="top" width="9" height="15">
<font face="Times New Roman" size="2">&nbsp;</font></td>
<td valign="top" width="62" height="15">
<p align="center"><font size="2" face="Times New Roman">3.2</font></p>
</td>
</tr>

<tr>
<td valign="top" width="39" height="15">
<font face="Times New Roman" size="2">4.3</font></td>
<td valign="top" width="287" height="15">
<font face="Times New Roman" size="2">Form of Subscription Agreement entered
into<br>
as of May 26, 2004 by the Registrant and each<br>
of the selling shareholders named in this<br>
Registration Statement*</font></td>
<td valign="top" width="19" height="15">
</td>
<td valign="top" width="93" height="15">
</td>
<td valign="top" width="12" height="15">
</td>
<td valign="top" width="61" height="15">
</td>
<td valign="top" width="12" height="15">
</td>
<td valign="top" width="116" height="15">
</td>
<td valign="top" width="9" height="15">
</td>
<td valign="top" width="62" height="15">
</td>
</tr>

<tr>
<td valign="top" width="39" height="15">
<font face="Times New Roman" size="2">4.4</font></td>
<td valign="top" width="287" height="15">
<font face="Times New Roman" size="2">Registration Rights Agreement dated as of
May&nbsp;26, 2004 among the Registrant and each of the selling shareholders named in
this Registration Statement*</font></td>
<td valign="top" width="19" height="15">
</td>
<td valign="top" width="93" height="15">
</td>
<td valign="top" width="12" height="15">
</td>
<td valign="top" width="61" height="15">
</td>
<td valign="top" width="12" height="15">
</td>
<td valign="top" width="116" height="15">
</td>
<td valign="top" width="9" height="15">
</td>
<td valign="top" width="62" height="15">
</td>
</tr>

<tr>
<td valign="top" width="39" height="19">
<p><font size="2" face="Times New Roman">5</font></p>
</td>
<td valign="top" width="287" height="19">
<p><font size="2" face="Times New Roman">Opinion and Consent of Kilpatrick Stockton LLP*</font></p>
</td>
<td valign="top" width="19" height="19"><font size="2">&nbsp;</font></td>
<td valign="top" width="93" height="19"><font size="2">&nbsp; </font></td>
<td valign="top" width="12" height="19"><font size="2">&nbsp;</font></td>
<td valign="top" width="61" height="19"><font size="2">&nbsp;</font></td>
<td valign="top" width="12" height="19"><font size="2">&nbsp;</font></td>
<td valign="top" width="116" height="19"><font size="2">&nbsp;</font></td>
<td valign="top" width="9" height="19"><font size="2">&nbsp;</font></td>
<td valign="top" width="62" height="19"><font size="2">&nbsp;</font></td>
</tr>

<tr>
<td valign="top" width="39" height="19">
<p><font size="2" face="Times New Roman">23.1</font></p>
</td>
<td valign="top" width="287" height="19">
<p><font size="2" face="Times New Roman">Consent of Kilpatrick Stockton LLP<br>
(included in Exhibit 5)</font></p>
</td>
<td valign="top" width="19" height="19"><font size="2">&nbsp;</font></td>
<td valign="top" width="93" height="19"><font size="2">&nbsp; </font></td>
<td valign="top" width="12" height="19"><font size="2">&nbsp;</font></td>
<td valign="top" width="61" height="19"><font size="2">&nbsp;</font></td>
<td valign="top" width="12" height="19"><font size="2">&nbsp;</font></td>
<td valign="top" width="116" height="19"><font size="2">&nbsp;</font></td>
<td valign="top" width="9" height="19"><font size="2">&nbsp;</font></td>
<td valign="top" width="62" height="19"><font size="2">&nbsp;</font></td>
</tr>

<tr>
<td valign="top" width="39" height="19">
<p><font size="2" face="Times New Roman">23.2</font></p>
</td>
<td valign="top" width="287" height="19">
<p><font size="2" face="Times New Roman">Consent of Joseph Decosimo and Company, LLP*</font></p>
</td>
<td valign="top" width="19" height="19"><font size="2">&nbsp;</font></td>
<td valign="top" width="93" height="19"><font size="2">&nbsp; </font></td>
<td valign="top" width="12" height="19"><font size="2">&nbsp;</font></td>
<td valign="top" width="61" height="19"><font size="2">&nbsp;</font></td>
<td valign="top" width="12" height="19"><font size="2">&nbsp;</font></td>
<td valign="top" width="116" height="19"><font size="2">&nbsp;</font></td>
<td valign="top" width="9" height="19"><font size="2">&nbsp;</font></td>
<td valign="top" width="62" height="19"><font size="2">&nbsp;</font></td>
</tr>

<tr>
<td valign="top" width="39" height="19">
<p><font size="2" face="Times New Roman">23.3</font></p>
</td>
<td valign="top" width="287" height="19">
<p><font size="2" face="Times New Roman">Consent of PricewaterhouseCoopers LLP*</font></p>
</td>
<td valign="top" width="19" height="19"><font size="2">&nbsp;</font></td>
<td valign="top" width="93" height="19"><font size="2">&nbsp; </font></td>
<td valign="top" width="12" height="19"><font size="2">&nbsp;</font></td>
<td valign="top" width="61" height="19"><font size="2">&nbsp;</font></td>
<td valign="top" width="12" height="19"><font size="2">&nbsp;</font></td>
<td valign="top" width="116" height="19"><font size="2">&nbsp;</font></td>
<td valign="top" width="9" height="19"><font size="2">&nbsp;</font></td>
<td valign="top" width="62" height="19"><font size="2">&nbsp;</font></td>
</tr>

<tr>
<td valign="top" width="39" height="19">
<p><font size="2" face="Times New Roman">24</font></p>
</td>
<td valign="top" width="287" height="19">
<p><font size="2" face="Times New Roman">Power of Attorney**</font></p>
</td>
<td valign="top" width="19" height="19"><font size="2">&nbsp;</font></td>
<td valign="top" width="93" height="19"><font size="2">&nbsp; </font></td>
<td valign="top" width="12" height="19"><font size="2">&nbsp;</font></td>
<td valign="top" width="61" height="19"><font size="2">&nbsp;</font></td>
<td valign="top" width="12" height="19"><font size="2">&nbsp;</font></td>
<td valign="top" width="116" height="19"><font size="2">&nbsp;</font></td>
<td valign="top" width="9" height="19"><font size="2">&nbsp;</font></td>
<td valign="top" width="62" height="19"><font size="2">&nbsp;</font></td>
</tr>
</table>
</div>

<p><font size="2">*&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Filed herewith.</font></p>

<p><b><font size="2">Item 17.&nbsp;&nbsp;&nbsp; Undertakings.</font></b></p>

<p style="text-indent: 40"><font size="2">The undersigned registrant hereby undertakes:</font></p>

<p style="text-indent: 40"><font size="2">(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any material change to such information in the registration
statement;</font></p>

<p style="text-indent: 40"><font size="2">(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial <i>bona fide</i> offering thereof.</font></p>

<p style="text-indent: 40"><font size="2">(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.</font></p>

<p align="center"><font size="2" face="Times New Roman">12<hr size="1" color="#C0C0C0" STYLE="page-break-after: always">
<p><font size="1"><a href="#TABLE OF CONTENTS">Table of Contents</a></font></p>
</font>

<p style="text-indent: 40"><font size="2">The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant&rsquo;s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan&rsquo;s annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial <i>bona fide</i> offering thereof.</font></p>

<p style="text-indent: 40"><font size="2">Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.&nbsp; In the event that a claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Act and will be governed by the final adjudication of such issue.</font></p>
&nbsp;<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>

<p align="center"><font size="2" face="Times New Roman">13<hr size="1" color="#C0C0C0" STYLE="page-break-after: always"></font>


<p><font size="1"><a href="#TABLE OF CONTENTS">Table of Contents</a></font></p>


<p align="center"><b><font size="2">SIGNATURES</font></b></p>

<p style="text-indent: 40"><font size="2">Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Ooltewah, State of Tennessee, on June 2, 2004.</font></p>

<table border="1" cellpadding="0" cellspacing="0" style="border-collapse: collapse; border-width: 0" bordercolor="#111111" width="698">
  <tr>
    <td width="328" style="border-style: none; border-width: medium">&nbsp;</td>
    <td width="367" style="border-style: none; border-width: medium"><b><font size="2" face="Times New Roman">MILLER INDUSTRIES, INC.</font></b><p><font size="2" face="Times New Roman">By:<u>&nbsp; /s/&nbsp; Jeffrey I.
Badgley&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br>
    </u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Jeffrey I. Badgley<br>
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;President and Co-Chief Executive Officer</font></p>

    </td>
  </tr>
</table>

<p style="text-indent: 40"><font size="2">Know all men by these presents, that each person whose signature appears below constitutes and appoints Jeffrey I. Badgley as
attorney-in-fact, with power of substitution, for him in any and all capacities, to sign any amendments to this Registration
Statement on Form S-3, and to file the same, with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact may do or cause to be done by
virtue hereof.</font></p>

<p style="text-indent: 40"><font size="2">Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following
persons on behalf of the Registrant in the capacities indicated on June 2, 2004.</font></p>

<table border="0" cellspacing="0" cellpadding="4" width="696" style="border-collapse: collapse" bordercolor="#111111">
<tr>
<td valign="top" width="408" style="border-bottom-style: solid; border-bottom-width: 1">
<div>
<p><b><font size="2" face="Times New Roman">Signature</font></b></p>
</div>
</td>
<td valign="top" width="106" style="border-bottom-style: none; border-bottom-width: medium">
<b><font face="Times New Roman" size="2">&nbsp;</font></b></td>
<td valign="top" width="550" style="border-bottom-style: solid; border-bottom-width: 1">
<div>
<p><b><font size="2" face="Times New Roman">Title</font></b></p>
</div>
</td>
</tr>

<tr>
<td valign="top" width="408" style="border-top-style: solid; border-top-width: 1">
<p style="margin-top: 10"><u><font size="2" face="Times New Roman">&nbsp; /s/&nbsp; William G.
Miller&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br>
</font></u><font size="2" face="Times New Roman">William G. Miller</font></p>

</td>
<td valign="top" width="106" style="border-top-style: none; border-top-width: medium">
<font face="Times New Roman" size="2">&nbsp;</font></td>
<td valign="top" width="550" style="border-top-style: solid; border-top-width: 1">
<p style="margin-top: 10"><font size="2" face="Times New Roman">Chairman of the Board of Directors, Co-Chief Executive<br>
Officer (Principal Executive
Officer)</font></p>
</td>
</tr>

<tr>
<td valign="top" width="408">
<p><u><font size="2" face="Times New Roman">&nbsp; /s/&nbsp; Jeffrey I.
Badgley&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br>
</font></u><font size="2" face="Times New Roman">Jeffrey I. Badgley</font></p>

</td>
<td valign="top" width="106">
<font face="Times New Roman" size="2">&nbsp;</font></td>
<td valign="top" width="550">
<p><font size="2" face="Times New Roman">President, Co-Chief Executive Officer and Director<br>
(Principal Executive
Officer)</font></p>
</td>
</tr>

<tr>
<td valign="top" width="408">
<p><u><font size="2" face="Times New Roman">&nbsp; /s/&nbsp; J. Vincent
Mish&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br>
</font></u><font size="2" face="Times New Roman">J. Vincent Mish</font></p>

</td>
<td valign="top" width="106">
<font face="Times New Roman" size="2">&nbsp;</font></td>
<td valign="top" width="550">
<p><font size="2" face="Times New Roman">Executive Vice President, Treasurer and Chief Financial<br>
Officer (Principal Financial and
Accounting Officer)</font></p>
</td>
</tr>

<tr>
<td valign="top" width="408">
<p><u><font size="2" face="Times New Roman">&nbsp;/s/ A. Russell Chandler, III&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br>
</font></u><font size="2" face="Times New Roman">A. Russell Chandler, III</font></p>

</td>
<td valign="top" width="106">
<font face="Times New Roman" size="2">&nbsp;</font></td>
<td valign="top" width="550">
<p><font size="2" face="Times New Roman">Director</font></p>
</td>
</tr>

<tr>
<td valign="top" width="408">
<p><u><font size="2" face="Times New Roman">&nbsp;/s/ Paul E. Drack&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br>
</font></u><font size="2" face="Times New Roman">Paul E. Drack</font></p>

</td>
<td valign="top" width="106">
<font face="Times New Roman" size="2">&nbsp;</font></td>
<td valign="top" width="550">
<p><font size="2" face="Times New Roman">Director</font></p>
</td>
</tr>

<tr>
<td valign="top" width="408">
<p><u><font size="2" face="Times New Roman">&nbsp;/s/ Richard H. Roberts&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br>
</font></u><font size="2" face="Times New Roman">Richard H. Roberts</font></p>

</td>
<td valign="top" width="106">
<font face="Times New Roman" size="2">&nbsp;</font></td>
<td valign="top" width="550">
<p><font size="2" face="Times New Roman">Director</font></p>
</td>
</tr>

</table>
&nbsp;<p>&nbsp;</p>
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<TEXT>
                                                                     EXHIBIT 4.3

                             SUBSCRIPTION AGREEMENT

Miller Industries, Inc.
c/o Kilpatrick Stockton LLP
1100 Peachtree Street, Suite 2800
Atlanta, GA 30309
Attention:  David A. Stockton, Esq.


Gentlemen:

       You have informed me that Miller Industries, Inc. is a Tennessee
corporation (the "Company" or "you") and is conducting a private offering of its
common stock to select "accredited investors". You have informed me that the
offering relates up to a maximum of 480,000 shares of the Company's common
stock, $.01 par value per share (the "Shares"), at a price of $9.00 per Share
(the "Offering"), and that you expect to require a minimum investment by each
person to whom Shares are sold in the Offering of 50,000 Shares, although you
have reserved the right to make one or more exceptions.

       In connection with the Offering, you have agreed to enter into a common
Registration Rights Agreement, which will be dated the date of the closing of
the Offering as described below (the date of closing being referred to as the
"Closing Date"), with each purchaser of Shares, in the form that accompanied
this Subscription Agreement, which shall cover all of the Shares that are sold
on the same terms and conditions for all such purchasers. Apart from the rights
set forth in that Registration Rights Agreement, and the rights or other terms
described in this Subscription Agreement, you have not established any other
rights or terms for the Offering, and I am not relying on any such other
matters. Collectively, the Subscription Agreement and the Registration Rights
Agreement are referred to herein as the "Agreements". I understand that the
other persons to whom you will sell Shares to in this Offering (the "Other
Investors") will purchase the Shares from you on the same terms and conditions
as contained in this Subscription Agreement and the Registration Rights
Agreement.

       You have delivered to me a copy of each of the Company's (i) Annual
Report on Form 10-K for its fiscal year ended December 31, 2003 (the "Form
10-K"), (ii) Quarterly Report on Form 10-Q for the quarter ended March 31, 2004
(the "Form 10-Q"), and (iii) Proxy Statement relating to the meeting of the
Company's shareholders on February 12, 2004 (the "Proxy Statement")
(collectively the Form 10-K, Form 10-Q and Proxy Statement are referred to as
the "Disclosure Documents"). You have also informed me that each of the select
prospective investors to whom you are making offers has a significant
pre-existing relationship with the Company and thus has ready access to any
information about the Company and the Offering that he or she may desire in
order to consider an investment.

       I desire to make an investment in the Company by purchasing some of the
Shares, and I am delivering this Subscription Agreement in order to confirm to
the Company my agreement with the terms for purchasing Shares and certain other
matters.

       1.     SUBSCRIPTION.

              (a) Subject to the terms and conditions hereof, I hereby tender
this Subscription Agreement (the "Subscription" or "Agreement") in order to
subscribe for the number of Shares set forth on the signature page below.
Simultaneously with the execution and tender of this Agreement, I am delivering

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to the Company the purchase price for the Shares for which I have subscribed.
(For purposes of this Agreement, payments made by me are referred to as the
"Funds.")

              (b) This Agreement will be held by the Company for my benefit
pending acceptance of my Subscription. I understand that unless my Subscription
is accepted, the Funds will be refunded with any interest actually earned
thereon after clearance of the instrument by which they were paid. I
acknowledge, however, that if the Funds are returned without being held for more
than 15 days after clearance of the check or other instrument by which they were
paid, no interest shall be paid to me on the Funds. I acknowledge that the
Company reserves the right to cancel, withdraw or modify the Offering at any
time prior to the acceptance by it of subscriptions for Shares. I understand
that the Shares must be approved for listing on the New York Stock Exchange
before they may be issued to me. I understand that the Company's obligation to
issue the Shares to me is conditioned upon the completion of the purchases under
the Agreements with the Other Investors.

       2. UNDERSTANDINGS, COVENANTS, AND AGREEMENTS. I understand and agree
that:

              (a) The Company shall have the right, in its absolute discretion,
to accept or reject this Subscription, in whole or in part.

              (b) This Subscription is and shall be irrevocable, except that I
shall have no obligations hereunder in the event this Subscription is for any
reason rejected, other than the obligation set forth in subsection (g) below, to
treat this Confidential Subscription Booklet confidentially.

              (c) The issuance of the Shares will not be registered under the
Securities Act of 1933, as amended (the "1933 Act"), or the securities laws of
any state that, absent an exemption, would require registration, in reliance
upon exemptions from registration contained in the 1933 Act and such laws. The
Company's reliance upon such exemptions is based in part upon my
representations, warranties, covenants, and agreements contained in this
Agreement.

              (d) Because the Shares have not been registered under the 1933 Act
or applicable state securities laws, the economic risks of investment in the
Shares must be borne by me, for the Shares may not be sold, transferred, pledged
or otherwise disposed of in the absence of an effective registration statement
covering the Shares under the 1933 Act and applicable state securities laws, or
unless an exemption from such registration is available. Any certificate
representing the Shares will contain a legend stating that they have not been
registered under the 1933 Act or any state securities laws, and referring to the
above restrictions on transferability and sale. A notation to such effect may
also be made on the stock ledger of the Company maintained by its transfer agent
or registrar, so that transfers of the Shares will not be effected on the
records of the Company without compliance with these restrictions.

              (e) While the Company will agree, as reflected in the Registration
Rights Agreement included in the Confidential Subscription Booklet, to register
the Shares under the 1933 Act and certain state securities laws for public sale
by me, I understand that there is no certainty that such registration will be
effected, notwithstanding the Company's best efforts to do so.

              (f) No federal or state agency has made any finding or
determination as to the fairness of this investment, or provided any
recommendation or endorsement of the Shares.

              (g) I acknowledge that the Offering is confidential, and I agree
that the Confidential Subscription Booklet and any other information provided to
me by the Company in connection with the Offering shall be kept in confidence by
me; PROVIDED, HOWEVER, that this obligation shall not apply to any such
information that (i) is part of the public knowledge or literature and readily
accessible at the date

                                       2
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hereof; (ii) becomes part of the public knowledge or literature and readily
accessible by publication (except as a result of a breach of this provision); or
(iii) is received from a third party (except for a third party who discloses
such information in violation of any confidentiality agreement he or she may
have with the Company). Further, this obligation does not prohibit my discussion
of such information with my counsel, accountant, or other financial advisor
solely for the purpose of assisting my analysis and assessment of such
information and the Offering.

       3. REPRESENTATIONS AND WARRANTIES OF THE UNDERSIGNED. I hereby represent
and warrant as follows:

              (a) I have adequate means of providing for my current needs and
possible personal contingencies; I have no need for liquidity of my investment
in the Company; I have taxable income and a net worth sufficient to make a
purchase of Shares a suitable investment for me; and I have such knowledge and
experience in financial matters that I am capable of evaluating the relative
risks and merits of this investment.

              (b) I am at least 21 years of age. The address set forth below my
signature is my true and correct residence, and I have no present intention of
becoming a resident of any other state or jurisdiction.

              (c) I acknowledge that (i) _____________________ [IF NONE, SO
INDICATE] has acted as my "Purchaser Representative" (as defined in Rule 501
promulgated by the Securities and Exchange Commission pursuant to the 1933 Act);
(ii) in evaluating my investment as contemplated hereby, I have been advised by
my Purchaser Representative as to the merits and risks of the investment in
general and the suitability of the investment for me in particular; and (iii) my
Purchaser Representative has confirmed to me in writing [A COPY OF SUCH DOCUMENT
SHOULD BE ATTACHED TO THIS AGREEMENT BY THE SUBSCRIBER] any past, present, or
future material relationship, actual or contemplated, between the Purchaser
Representative and the Company, or any affiliate of the Company.

              (d) I have received and read, or reviewed with my Purchaser
Representative, if any, and I am familiar with the Disclosure Documents, the
Registration Rights Agreement and this Agreement, and I confirm that all
documents, records, and books pertaining to the investment in the Company and
requested from the Company by me or my Purchaser Representative have been made
available or delivered to me or my Purchaser Representative.

              (e) I or my Purchaser Representative, or both, have had an
opportunity to ask questions of and receive answers from the Company, or a
person or persons acting on their behalf, concerning the terms and conditions of
this investment.

              (f) The Shares for which I am subscribing are being acquired
solely for my own account for investment and are not being purchased with a view
to or for the resale, distribution, subdivision, or fractionalization thereof in
violation of the registration requirements of the 1933 Act, and I agree not to
sell, hypothecate or otherwise dispose of the Shares unless the Shares have been
registered under the 1933 Act and applicable state securities laws, or in the
opinion of counsel acceptable to the Company, an exemption therefrom is
available. In order to induce the Company to accept my Subscription and to issue
and sell to me the Shares subscribed for, I agree that the Company will have no
obligation (in the absence of demonstration of compliance with applicable
federal and state securities laws) to recognize the ownership, beneficial or
otherwise, of such Shares by anyone but me.

              (g) I have received (and if requested by the Company, I have
completed and returned to the Company) the Offeree (Investor) Questionnaire
relating to my general ability to bear the risks of an


                                       3
<PAGE>

investment in the Company and my suitability as an investor in a private
offering, and I hereby affirm the correctness of my answers in such
Questionnaire if it was requested by the Company.

              (h) The person, if any, executing the Purchaser Representative
Questionnaire, a copy of which has been received by me, is acting and is hereby
designated to act as my Purchaser Representative in connection with the offer
and sale of the Shares to me. Such designation of a Purchaser Representative, if
any, was made with the knowledge of the representations and disclosures made in
such Purchaser Representative Questionnaire and materials.

              (i) I am an "accredited investor" as defined in Regulation D under
the Securities Act and I am also knowledgeable, sophisticated and experienced in
making, and am qualified to make decisions with respect to investments in shares
presenting an investment decision like that involved in the purchase of the
Shares, including investments in securities issued by the Company and
investments in comparable companies, and I have requested, received, reviewed
and considered all information that I have deemed relevant in making an informed
decision to purchase the Shares.

              (j) I have full right, power, authority and capacity to enter into
the Agreements and to consummate the transactions contemplated hereby and
thereby and I have taken all necessary action to authorize the execution,
delivery and performance of the Agreements.

              The foregoing representations and warranties are true and accurate
as of the date hereof, shall be true and accurate as of the date of acceptance
hereof by the Company, and shall survive thereafter. If such representations and
warranties shall not be true and accurate in any respect prior to such
acceptance, I shall give written notice of such fact to the Company, specifying
which representations and warranties are not true and accurate and the reasons
therefor.

       4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY. As
consideration for my investment in the Company, the Company hereby represents
and warrants to, and covenants with, me, as follows:

              4.1 ORGANIZATION. The Company is duly organized and validly
existing in good standing under the laws of the jurisdiction of its
organization. Each of the Company and its Material Subsidiaries (defined to
include those subsidiaries that have a material impact on the operations,
business or financial condition of the Company) has full power and authority to
own, operate and occupy its properties and to conduct its business as presently
conducted and as described in the documents filed by the Company under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of its most recently completed fiscal year through the date hereof, including,
without limitation, its most recent reports on Forms 10-K and 10-Q
(collectively, the "Exchange Act Documents") and is registered or qualified to
do business and in good standing in each jurisdiction in which the nature of the
business conducted by it or the location of the properties owned or leased by it
requires such qualification and where the failure to be so qualified would have
a material adverse effect upon the condition (financial or otherwise), earnings,
business, properties or operations of the Company and its Subsidiaries,
considered as one enterprise (a "Material Adverse Effect"), and no proceeding
has been instituted in any such jurisdiction, revoking, limiting or curtailing,
or seeking to revoke, limit or curtail, such power and authority or
qualification.

              4.2 DUE AUTHORIZATION AND VALID ISSUANCE. The Company has all
requisite power and authority to execute, deliver and perform its obligations
under the Agreements, and the Agreements have been duly authorized and validly
executed and delivered by the Company and constitute legal, valid and binding
agreements of the Company enforceable against the Company in accordance with
their terms, except as rights to indemnity and contribution may be limited by
state or federal securities laws



                                       4
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or the public policy underlying such laws, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' and contracting parties' rights generally and
except as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

              4.3 NON-CONTRAVENTION. The execution and delivery of the
Agreements, the issuance and sale of the Shares under the Agreements, the
fulfillment of the terms of the Agreements and the consummation of the
transactions contemplated thereby will not (A) conflict with or constitute a
violation of, or default (with the passage of time or otherwise) under, (i) any
material bond, debenture, note or other evidence of indebtedness, lease,
contract, indenture, mortgage, deed of trust, loan agreement, joint venture or
other agreement or instrument to which the Company or any Material Subsidiary is
a party or by which it or any of its Material Subsidiaries or their respective
properties are bound, (ii) the charter, by-laws or other organizational
documents of the Company or any Material Subsidiary, or (iii) any law,
administrative regulation, ordinance or order of any court or governmental
agency, arbitration panel or authority applicable to the Company or any Material
Subsidiary or their respective properties, except in the case of clauses (i) and
(iii) for any such conflicts, violations or defaults which are not reasonably
likely to have a Material Adverse Effect or (B) result in the creation or
imposition of any lien, encumbrance, claim, security interest or restriction
whatsoever upon any of the material properties or assets of the Company or any
Material Subsidiary or an acceleration of indebtedness pursuant to any
obligation, agreement or condition contained in any material bond, debenture,
note or any other evidence of indebtedness or any material indenture, mortgage,
deed of trust or any other agreement or instrument to which the Company or any
Material Subsidiary is a party or by which any of them is bound or to which any
of the material property or assets of the Company or any Material Subsidiary is
subject. No consent, approval, authorization or other order of, or registration,
qualification or filing with, any regulatory body, administrative agency, or
other governmental body in the United States or any other person is required for
the execution and delivery of the Agreements and the valid issuance and sale of
the Shares to be sold pursuant to the Agreements, other than such as have been
made or obtained, and except for any post-closing securities filings or
notifications required to be made under federal or state securities laws.

              4.4 CAPITALIZATION. The capitalization of the Company as of March
31, 2004 is as set forth in the most recent applicable Exchange Document,
increased as set forth in the next sentence. The Company has not issued any
capital stock since that date other than pursuant to (i) employee benefit plans
disclosed in the Exchange Documents, or (ii) outstanding warrants, options or
other securities disclosed in the Exchange Documents. The Shares to be sold
pursuant to the Agreements have been duly authorized, and when issued and paid
for in accordance with the terms of the Agreements will be duly and validly
issued, fully paid and nonassessable. The outstanding shares of capital stock of
the Company have been duly and validly issued and are fully paid and
nonassessable, have been issued in compliance with all federal and state
securities laws, and were not issued in violation of any preemptive rights or
similar rights to subscribe for or purchase securities. Except as set forth in
or contemplated by the Exchange Documents, there are no outstanding rights
(including, without limitation, preemptive rights), warrants or options to
acquire, or instruments convertible into or exchangeable for, any unissued
shares of capital stock or other equity interest in the Company or any Material
Subsidiary, or any material contract, commitment, agreement, understanding or
arrangement of any kind to which the Company is a party or of which the Company
has knowledge and relating to the issuance or sale of any capital stock of the
Company or any Material Subsidiary, any such convertible or exchangeable
securities or any such rights, warrants or options. Without limiting the
foregoing, no preemptive right, co-sale right, right of first refusal,
registration right, or other similar right exists with respect to the Shares or
the issuance and sale thereof. No further approval or authorization of any
stockholder, the Board of Directors of the Company or others is required for the
issuance and sale of the Shares, other than such as have been made or obtained.
The Company owns the entire equity interest in each of its Subsidiaries, free
and clear of any pledge, lien, security interest, encumbrance, claim or
equitable interest, other than as described in the



                                       5
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Exchange Documents. Except as disclosed in the Exchange Documents, there are no
stockholders agreements, voting agreements or other similar agreements with
respect to the common stock to which the Company is a party or, to the knowledge
of the Company, between or among any of the Company's stockholders.

              4.5 NO VIOLATIONS. Neither the Company nor any Material Subsidiary
is in violation of its charter, bylaws, or other organizational document, or, to
the knowledge of the Company, in violation of any law, administrative
regulation, ordinance or order of any court or governmental agency, arbitration
panel or authority applicable to the Company or any Material Subsidiary, which
violation, individually or in the aggregate, would be reasonably likely to have
a Material Adverse Effect, or is in default (and there exists no condition
which, with the passage of time or otherwise, would constitute a default) in any
material respect in the performance of any bond, debenture, note or any other
evidence of indebtedness in any indenture, mortgage, deed of trust or any other
material agreement or instrument to which the Company or any Material Subsidiary
is a party or by which the Company or any Material Subsidiary is bound or by
which the properties of the Company or any Material Subsidiary are bound, which
would be reasonably likely to have a Material Adverse Effect.

              4.6 FINANCIAL STATEMENTS. The financial statements of the Company
and the related notes contained in the Exchange Documents present fairly, in
accordance with generally accepted accounting principles, the financial position
of the Company and its Subsidiaries as of the dates indicated, and the results
of its operations and cash flows for the periods therein specified consistent
with the books and records of the Company and its Subsidiaries except that the
unaudited interim financial statements were or are subject to normal and
recurring year-end adjustments which are not expected to be material in amount.
Such financial statements (including the related notes) have been prepared in
accordance with generally accepted accounting principles applied on a consistent
basis throughout the periods therein specified, except as may be disclosed in
the notes to such financial statements, or in the case of unaudited statements,
as may be permitted by the Securities and Exchange Commission (the "SEC") on
Form 10-Q under the Exchange Act and except as disclosed in the Exchange
Documents. The other financial information contained in the Exchange Act
Documents has been prepared on a basis consistent with the financial statements
of the Company.

              4.7 NO MATERIAL ADVERSE CHANGE. Except as disclosed in the
Exchange Documents, since March 31, 2004, there has not been (i) any material
adverse change in the financial condition or earnings of the Company and its
Material Subsidiaries considered as one enterprise, (ii) any dividend or
distribution of any kind declared, paid or made on the capital stock of the
Company or any of its Material Subsidiaries, or (iii) any loss or damage
(whether or not insured) to the physical property of the Company or any of its
Material Subsidiaries which has been sustained which has a Material Adverse
Effect.

              4.8 DISCLOSURE. The representations and warranties of the Company
contained in this Section 4 do not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading. Except with respect to the material terms and
conditions of the transaction contemplated by the Agreements, which shall be
publicly disclosed by the Company, the Company confirms that neither it nor any
person acting on its behalf has provided me with any information that the
Company believes constitutes material, non-public information. The Company
understands and confirms that I will rely on the foregoing representations in
effecting transactions in the securities of the Company.

              4.9 NYSE COMPLIANCE. The Company's common stock is registered
pursuant to Section 12(b) of the Exchange Act and is listed on the New York
Stock Exchange (the "NYSE"), and the Company has taken no action designed to, or
likely to have the effect of, terminating the registration of



                                       6
<PAGE>

the common stock under the Exchange Act or de-listing the Common Stock from the
NYSE, nor has the Company received any notification that the SEC or the NYSE is
contemplating terminating such registration or listing, other than as disclosed
in the Exchange Documents.

              4.10 REPORTING STATUS. The Company has filed in a timely manner
all documents that the Company was required to file under the Exchange Act
during the period following June 1, 2003. Each of such documents complied in all
material respects with the SEC's requirements as of their respective filing
dates, and the information contained therein as of the date thereof did not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein in
light of the circumstances under which they were made not misleading.

              4.11 LISTING. The Company shall comply with all requirements of
the NYSE with respect to the issuance of the Shares and the listing thereof.


              4.12 NO MANIPULATION OF STOCK. The Company has not taken and will
not, in violation of applicable law, take, any action designed to or that might
reasonably be expected to cause or result in stabilization or manipulation of
the price of the common stock to facilitate the sale or resale of the Shares.

              4.13 COMPANY NOT AN "INVESTMENT COMPANY". The Company has been
advised of the rules and requirements under the Investment Company Act of 1940,
as amended (the "Investment Company Act"). The Company is not, and immediately
after receipt of payment for the Shares will not be, an "investment company" or
an entity "controlled" by an "investment company" within the meaning of the
Investment Company Act and shall conduct its business in a manner so that it
will not become subject to the Investment Company Act.

              4.14 PRIVATE OFFERING. Assuming the correctness of the
representations and warranties of me and the Other Purchasers set forth in
Section 3 hereof and in the other Subscription Agreements, respectively, the
offer and sale of Shares hereunder is exempt from registration under the
Securities Act. The Company has not distributed and will not distribute any
offering material in connection with this Offering and sale of the Shares other
than the documents of which this Agreement is a part or the Exchange Act
Documents. The Company has not in the past nor will it hereafter take any action
independent of the placement agent to sell, offer for sale or solicit offers to
buy any securities of the Company which would bring the offer, issuance or sale
of the Shares as contemplated by this Subscription Agreement, within the
provisions of Section 5 of the Securities Act, unless such offer, issuance or
sale was or shall be within the exemptions of Section 4 of the Securities Act.

       5. NO WAIVER. Notwithstanding any of the representations, warranties,
acknowledgments or agreements made herein by me, I do not hereby or in any other
manner waive any rights granted to me under federal or state securities laws for
which no waiver is permitted under such laws.

       6. TRANSFERABILITY. I agree not to transfer or assign this Agreement, or
any of my interest herein, and further agree that the assignment and
transferability of the Shares acquired pursuant hereto shall be made only in
accordance with this Agreement and the terms set forth in the Registration
Rights Agreement.

       7. REVOCATION. I understand that I may not cancel, terminate or revoke
this Agreement or any agreement made hereunder and that this Agreement shall
survive my death or disability.

       8. ACCEPTANCE OF REGISTRATION RIGHTS AGREEMENT. By my execution of this
Subscription Agreement, (a) I hereby acknowledge my acceptance of and agreement
to the terms and conditions of the



                                       7
<PAGE>

Registration Rights Agreement as set forth in the form included in the
Confidential Subscription Booklet of which this Agreement is a part, and I agree
to be bound thereby when and if my Subscription is accepted by the Company, and
(b) if I shall neglect to execute the Registration Rights Agreement in
accordance with the instructions therefor, I hereby appoint and constitute any
executive officer of the Company as my true and lawful attorney-in-fact, with
power to act for me and on my behalf, to execute and deliver the Registration
Rights Agreement in my name and as my act and deed with respect to all the
Shares purchased by me pursuant to this Subscription Agreement. The power of
attorney granted hereby is coupled with an interest and shall be irrevocable
during the term of this Agreement, as the same is specified in Section 7 hereof.

       9. GENERAL MATTERS.

              (a) The Closing Date for purposes of this Agreement shall be the
date on which the Company accepts this Subscription, if it does so, as indicated
in Section 1 hereof, which date shall also be the Closing Date used in the
executed Registration Rights Agreement.

              (b) Notwithstanding the place where this Agreement may be executed
by any of the parties hereto, we expressly agree that all the terms and
provisions hereof shall be construed in accordance with and governed by the laws
of the State of Georgia.

              (c) This Agreement, along with the Registration Rights Agreement
when executed as contemplated hereby, constitutes the entire agreement between
us with respect to the subject matter hereof and may be amended or modified only
by a writing executed by the party to be bound thereby.

              (d) All pronouns and any variations thereof used herein shall be
deemed to refer to the masculine, feminine, neuter, singular, or plural as the
identity of the person or persons may require.

       10. REPRESENTATION OF ASHFORD CAPITAL. By executing this Agreement below,
Ashford Capital Management, Inc. represents and warrants that it has the full
right, power and authority to execute the Agreements on behalf of the
undersigned purchaser.

                         [signatures on following page]


                                       8
<PAGE>


       IN WITNESS WHEREOF, I have executed this Subscription Agreement as an
instrument under seal, this _____ day of May, 2004.



                                         ______________________________________
                                         Name(s) (please print or type)

                                         ______________________________________
                                         Signature(s) (if not
                                         an individual,
                                         indicate title of
                                         authorized person)

                                         Number of Shares subscribed for:

                                         ______________________________________


                                         Address (residence,if an individual
                                         business, if an entity):

                                         ______________________________________

                                         ______________________________________

                                         ______________________________________

                                         ______________________________________



                            * * * * * * * * * * * * *



                             [FOR COMPANY USE ONLY]

Accepted as to _______________ Shares

MILLER INDUSTRIES, INC.




By:
   --------------------------------------          -----------------------------
                                                   Date


Title:_________________________________



                                       9
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.4
<SEQUENCE>4
<FILENAME>ex44.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>

                                                                     EXHIBIT 4.4

                          REGISTRATION RIGHTS AGREEMENT

                                                                    MAY 26, 2004

TO:     THE SEVERAL HOLDERS OF CERTAIN SHARES OF
        COMMON STOCK OF MILLER INDUSTRIES, INC.
        IDENTIFIED ON EXHIBIT A HERETO:

Gentlemen:

       This Registration Rights Agreement (the "Agreement") confirms that, in
connection with your agreement to purchase shares of common stock of Miller
Industries, Inc. (the "Company") being issued to you by the Company, without
registration under the Securities Act (as defined below), the Company and you
covenant and agree as follows:

       1. CERTAIN DEFINITIONS. As used herein, the following terms shall have
the following respective meanings:

              "Commission" means the Securities and Exchange Commission, or any
       succeeding federal agency at the time administering the Securities Act.

              "Common Stock" means the common stock, $.01 par value per share,
       of the Company.

              "Closing Date" means the date first above-written.

              "Holders" refers to you and any subsequent holder or holders of
       record of any of the shares of Restricted Stock while such shares retain
       that status as defined below.

              "Restricted Stock" means the aggregate of up to 480,000 shares of
       Common Stock being issued by the Company on the Closing Date to you and
       certain other select investors in a private offering, each of whom has
       completed a Subscription Agreement (in the form included in the
       Confidential Subscription Booklet that contains this Agreement) that has
       been accepted by the Company as provided therein, to the extent that any
       certificate therefor is required to bear the legend pursuant to and as
       set forth in Section 2 hereof.

              "Securities Act" means the Securities Act of 1933, as amended, or
       any succeeding federal statute, and, as applicable, the rules and
       regulations of the Commission thereunder, all as the same shall be in
       effect at the time.

       2. RESTRICTIVE LEGEND. Each certificate representing shares of Restricted
Stock as initially issued, and, except as otherwise provided in Section 3, each
certificate issued upon exchange or transfer of any Restricted Stock, has been
or shall be stamped or otherwise imprinted with a legend substantially in the
following form:



<PAGE>

              "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
              REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
              "FEDERAL ACT"), OR ANY STATE SECURITIES LAW, AND HAVE BEEN
              ACQUIRED BY THE REGISTERED OWNER HEREOF FOR PURPOSES OF INVESTMENT
              AND HAVE BEEN ISSUED OR SOLD IN RELIANCE ON STATUTORY EXEMPTIONS
              CONTAINED IN THE FEDERAL ACT OR AVAILABLE UNDER APPLICABLE STATE
              SECURITIES LAWS. THE SHARES MAY NOT BE SOLD, TRANSFERRED, OR
              OTHERWISE DISPOSED OF EXCEPT IN A TRANSACTION WHICH IS EXEMPT
              UNDER THE FEDERAL ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR
              PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS; IN
              THE CASE OF RELIANCE UPON AN EXEMPTION, THE COMPANY MUST HAVE
              RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH
              TRANSACTION IS EXEMPT AND DOES NOT REQUIRE SUCH REGISTRATION OF
              THE SHARES."

       3. NOTICE OF PROPOSED TRANSFER.

              (a) NOTICE REQUIREMENT. Prior to any proposed transfer or other
disposition of any Restricted Stock (other than under circumstances described in
Section 4 or 5), the Holder shall give written notice to the Company of its
intention to do so. Each such notice shall describe the manner of the proposed
transfer or disposition and, if requested by the Company, shall be accompanied
by an opinion of counsel reasonably satisfactory to the Company to the effect
that the proposed transaction may be effected without registration under the
Securities Act and applicable state securities laws, whereupon the Holder shall
be entitled to transfer or otherwise dispose of such Restricted Stock in
accordance with the terms of its notice. Each certificate for Restricted Stock
transferred as provided above shall bear the legend set forth in Section 2,
except that such certificate shall not bear such legend if (i) such transfer is
in accordance with the provisions of Rule 144 under the Securities Act (or any
other rule under the Securities Act permitting public sale without registration
thereunder) or (ii) the opinion of counsel referred to above is to the further
effect that the transferee and any subsequent transferee (other than an
affiliate of the Company) would be entitled to transfer such securities in a
public sale without registration under the Securities Act or any applicable
state securities law.

              (b) TERMINATION OF NOTICE REQUIREMENT. The foregoing restrictions
on transfer and disposition of Restricted Stock shall terminate as to any
particular shares of Restricted Stock, when such shares shall have been
effectively registered under the Securities Act AND sold or otherwise disposed
by the seller thereof in accordance with a method of disposition set forth in
the registration statement covering such shares. At such time as the Restricted
Stock is subject to an effective registration statement under the Securities
Act, or whenever a Holder demonstrates to the Company (and its counsel) that the
provisions of Rule 144(k) of the Securities Act are available to such Holder
without limitation, such Holder shall be entitled to receive from the Company,
without expense, a new certificate representing its shares of Restricted Stock
not bearing the restrictive legend set forth in Section 2.

       4. AUTOMATIC REGISTRATION.

              (a) TIMING OF REGISTRATION. The Company agrees to use its best
efforts to file a registration statement registering under the Securities Act
(the "Registration Statement"), for public sale in the manner(s) specified by
you or any other Holder, all the shares of Restricted Stock (or such lesser
portion thereof as you or any other Holders thereof may specify) by June 2, 2004
or as soon as practicable thereafter. The Company shall use its best efforts to
cause such Registration Statement to be declared effective by June 30, 2004 or
as soon as practicable thereafter.



                                       2
<PAGE>

              (b) NOTICE OF FILING; UNDERWRITERS. The Company shall notify the
Holders not less than ten (10) days before making its filing under the
Securities Act. In addition to, or in lieu of, the methods of disposition set
forth on Exhibit B, the Company shall use its best efforts to register the
Restricted Stock for public sale in accordance with the methods of disposition
specified by Holders to the Company within five (5) days of receipt of the
Company's notice to them. If any such method of disposition shall be an
underwritten public offering, the Holders of a majority of the shares of
Restricted Stock requesting such method of distribution shall be entitled to
designate the managing underwriter for such offering, subject to the reasonable
approval of the Company. Other possible underwriters for the offering may be
selected by other such requesting Holders, subject to reasonable approval by the
Company and to the customary discretion of managing underwriters with respect to
such matters.

              (c) LIMITATION ON INCLUDING OTHER SECURITIES. Upon consent
of all of the Holders then holding shares of Restricted Stock, the Company shall
be entitled to include in any registration statement referred to in this Section
4, for sale in a manner consistent with any method of disposition specified by
requesting Holders (or for sale pursuant to a firm commitment underwriting),
shares of Common Stock to be sold by or for the account of other persons who may
then be holding "piggyback" registration rights.

              (d) SUBSEQUENT REGISTRATION STATEMENTS. Until the Registration
Statement has been declared effective, the Company will not file any new
registration statement.

       5. PIGGYBACK REGISTRATION.

              (a) GENERAL AVAILABILITY. If the Company at any time (other than
pursuant to Section 4) proposes to register any of its Common Stock under the
Securities Act for sale to the public for cash, whether for its own account or
for the account of other security holders or both (except with respect to
registration statements on Forms S-4 or S-8, or on another form not generally
available for registering securities such as the Restricted Stock for sale to
the public for cash), the Company will give written notice to all Holders of
then outstanding Restricted Stock of its intention so to do. Upon the written
request of any such Holder, given within five (5) days after receipt of any such
notice, to register any of its shares of Restricted Stock (which request states
the intended method of disposition thereof), the Company will use its best
efforts to cause such shares of Restricted Stock to be included among the
securities to be covered by the registration statement otherwise proposed to be
filed by the Company, all to the extent requisite to permit the sale or other
disposition of such Restricted Stock by the Holder in accordance with its
written request; provided that the Company shall not be obligated to include
such shares if to do so would cause it to violate any provisions of any other
registration rights agreement to which it is a party. The Company's obligations
hereunder shall terminate with respect to any shares of Restricted Stock that
may be sold by the Holder thereof, without limitation, pursuant to the
provisions of Rule 144(k) under the Securities Act.

              (b) CERTAIN VOLUME LIMITATIONS. The number of shares of Restricted
Stock to be included pursuant to Section 5(a) in any registration statement that
relates to an underwritten public offering may be reduced (pro rata among the
requesting Holders of Restricted Stock based upon the respective numbers of
shares so requested to be registered) if and to the extent that the managing
underwriter thereof shall be of the opinion that the inclusion of all such
shares would adversely affect the marketing of the securities included in such
registration statement to be sold for the account of the Company or such other
security holders.

              (c) CERTAIN OTHER RESTRICTIONS. Notwithstanding anything to the
contrary contained in this Section 5, if there is a firm commitment underwritten
offering of securities for the Company pursuant to a registration covering
shares of Restricted Stock, AND if a selling Holder of Restricted Stock does not
elect to sell its Restricted Stock to the underwriters of the Company's
securities in connection with such offering, THEN such Holder (if requested by
the managing underwriter) shall agree to refrain from selling any of its



                                       3
<PAGE>

shares of Restricted Stock that are otherwise registered pursuant to this
Section 5 during the period of distribution of the Company's securities by such
underwriter(s) and during the period in which the underwriting syndicate, as
such, participates in the after-market. Such Holder shall, however, be entitled
to sell such shares, in any event, commencing on the 26th day after the
effective date of such registration statement, if then lawful to do so under
applicable securities laws and rules of the Commission.

       6. REGISTRATION PROCEDURES.

              (a) COMPANY OBLIGATIONS AND PROCEDURES. Whenever the Company is
required under Section 4 or Section 5 hereof to use its best efforts to effect
the registration of any of the Restricted Stock under the Securities Act, the
Company will:

                     (i) prepare and file with the Commission (in the case of
              Section 4) a registration statement on an appropriate form of the
              Commission, use its best efforts to cause such registration
              statement to become effective and to cause such registration
              statement to remain effective for the period of the disposition
              contemplated thereby (determined as provided in Section 6(b));

                     (ii) prepare and file with the Commission such amendments
              and supplements to such registration statement and the prospectus
              used in connection therewith as may be necessary to keep such
              registration statement effective for the period referred to in
              clause (i) above and to comply with the provisions of the
              Securities Act with respect to the disposition of all Restricted
              Stock covered by such registration statement, in accordance with
              the sellers' intended method or methods of disposition set forth
              in such registration statement, for such period;

                     (iii) furnish to each seller such number of copies of the
              registration statement and the prospectus included therein
              (including each preliminary prospectus and each amendment or
              supplement of a prospectus, if any) as such persons may reasonably
              request in order to facilitate the public sale or other
              disposition of the Restricted Stock covered by such registration
              statement;

                     (iv) use its best efforts to register or qualify, or to
              secure an exemption therefrom, the Restricted Stock covered by
              such registration statement under the securities or blue sky laws
              of such jurisdictions (up to an aggregate maximum of ten (10),
              excluding jurisdictions in which an exemption is readily
              available) as the sellers of Restricted Stock shall reasonably
              request. The foregoing shall not obligate the Company to qualify
              to do business, or to subject itself to service of process
              generally, in any jurisdiction in which it is not otherwise so
              qualified or subject;

                     (v) immediately notify each seller under such registration
              statement and each underwriter, if any, at any time that a
              prospectus relating thereto is required to be delivered under the
              Securities Act, of the happening of any event as a result of which
              the prospectus contained in such registration statement, as then
              in effect, contains an untrue statement of a material fact or
              omits to state any material fact required to be stated therein or
              necessary to make the statements therein not misleading in the
              light of the circumstances then existing (and each seller shall
              similarly immediately notify the Company and each underwriter);

                     (vi) use its best efforts to cause all such Restricted
              Stock to be listed or qualified on each securities exchange or
              inter-dealer quotation system on which similar securities issued
              by the Company are then listed or qualified on the basis such
              securities are listed or qualified;

                     (vii) if the offering is underwritten, enter into such
              customary agreements (including underwriting agreements in
              customary form) and take all such other actions as the sellers



                                       4
<PAGE>

              of the Restricted Stock being sold or the underwriter(s), if any,
              reasonably request in order to expedite or facilitate the
              disposition of such Restricted Stock, including without
              limitation, to the extent reasonably requested, opinions of
              counsel customary in such registrations;

                     (viii) make available for inspection by any seller of
              Restricted Stock, any underwriter participating in any disposition
              pursuant to such registration statement, and any attorney,
              accountant, or other agent retained by any such seller or
              underwriter, all pertinent financial and other records, pertinent
              corporate documents, and properties of the Company, and cause the
              Company's officers, directors, employees and independent
              accountants to supply all information reasonably requested by any
              such seller, underwriter, attorney, accountant or agent in
              connection with such registration statement, provided that the
              Company receives assurances satisfactory to it (which may include
              written agreements) from each such person as to the confidential
              treatment and limited use of all such information; and

                     (ix) otherwise use its best efforts to comply with all
              applicable rules and regulations of the Commission, and make
              available to its security holders, as soon as reasonably
              practicable, an earnings statement covering the period of at least
              twelve months beginning with the first day of the Company's first
              full calendar quarter after the effective date of the registration
              statement, which earnings statement shall satisfy the provisions
              of Section 11(a) of the Securities Act and Rule 158 thereunder.

              (b) PERIOD OF DISPOSITION. For purposes of clauses (i) and (ii) of
Section 6(a) and for Section 4(c), the period of disposition of Restricted Stock
in a firm commitment underwritten public offering shall extend until each
underwriter has completed the distribution of all securities purchased by it,
and the period of disposition of Restricted Stock in any other offering shall
extend until the earlier of the public sale of all shares of Restricted Stock
covered thereby or two years after the date of this Agreement.

              (c) CERTAIN OBLIGATIONS OF SELLERS. In connection with the
registration hereunder, and as a condition to the Company's obligations
hereunder to any such seller, each seller of Restricted Stock will furnish to
the Company in writing such information with respect to such seller and its
proposed disposition as shall be reasonably necessary in order to assure
compliance with the Securities Act and with other federal and applicable state
securities laws. Without limiting the generality of the foregoing, in connection
with an underwritten public offering, each selling Holder of Restricted Stock
electing such method of disposition agrees to enter into, as required, a written
agreement with the managing underwriter (selected in the manner provided
elsewhere herein) in such form and containing such provisions as are customary
in the securities business for such an arrangement, and to complete and execute
all questionnaires, powers of attorney, indemnities, and other documents or
instruments reasonably required under such terms of the underwriting
arrangements.

              (d) CESSATION OF SALES. Each Holder agrees that, upon receipt of
any notice from the Company of the happening of any event of the kind described
in Section 6(a)(v) hereof, such Holder will forthwith discontinue any
disposition of Restricted Stock pursuant to the then current prospectus until
(i) such Holder is advised in writing by the Company that a new Registration
Statement covering the offer of Restricted Stock has become effective under the
Securities Act, (ii) such Holder receives copies of any required supplemented or
amended prospectus, or (iii) such Holder is advised in writing by the Company
that the use of the prospectus may be resumed; provided, however, that the
Company shall use its best efforts to cure any such misstatement, omission or
event that is applicable to the Registration Statement as soon as reasonably
practicable after delivery of such notice. Such periods of discontinued use of
the Registration Statement shall not exceed 30 days in any single instance and
shall not exceed a total of 90 days in any calendar year. If so directed by the
Company, on the happening of such event, each Holder will deliver to the Company
(at the Company's expense) all copies, other than permanent file copies then in
such Holder's


                                       5
<PAGE>

possession, of the prospectus covering such Registrable Securities current at
the time of receipt of such notice.

       7. EXPENSES.

              (a) EXPENSES. All expenses incurred by the Company in complying
with Sections 4 and 5, including, without limitation, all registration and
filing fees, printing expenses, fees and disbursements of counsel and
independent public accountants for the Company, fees of the National Association
of Securities Dealers, Inc., transfer taxes, fees of transfer agents and
registrars, and costs of insurance, if any, but excluding any Selling Expenses
and excluding the fees and expenses described in the last sentence of this
subparagraph (a), are herein called "Registration Expenses". All underwriting
discounts and selling commissions applicable to the sale of any Restricted Stock
are herein called "Selling Expenses". Fees and expenses of one counsel to the
Holders are considered Registration Expenses, PROVIDED, THAT, such expenses
shall not exceed $3,000. Fees and expenses of accountants or other advisors to a
Holder or seller of Restricted Stock are not included as either Registration
Expenses or Selling Expenses.

              (b) PAYMENT OF EXPENSES. The Company will pay all Registration
Expenses; all Selling Expenses shall be borne by the participating sellers in
proportion to the number of shares sold by each, or by such persons other than
the Company (except to the extent the Company shall be a seller) as they may
agree.

       8. INDEMNIFICATION.

              (a) BY COMPANY. In connection with a registration of Restricted
Stock under the Securities Act pursuant to Section 4 or 5, the Company will
indemnify and hold harmless, to the extent permitted by law, each seller and
each underwriter, if any, of Restricted Stock thereunder and each other person,
if any, who controls such seller or underwriter within the meaning of the
Securities Act, from and against all losses, claims, damages or liabilities,
joint or several, to which such seller or underwriter or controlling person may
become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained in any registration statement under which such Restricted Stock
was registered, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereof, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and will reimburse each such seller, underwriter, and controlling person for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
PROVIDED, HOWEVER, that the Company will not be liable in any such case if and
to the extent that any such loss, claim, damage, liability or expense arises out
of or is based upon an untrue statement or alleged untrue statement or omission
or alleged omission so made or omitted in conformity with information furnished
by or on behalf of such seller, underwriter or controlling person in writing for
use in such registration statement, prospectus, or amendment or supplement.

              (b) BY SELLERS. In connection with a registration of Restricted
Stock under the Securities Act pursuant to Section 4 or 5, each seller of such
Restricted Stock thereunder, severally and not jointly, will indemnify and hold
harmless, to the extent permitted by law, the Company and each person who
controls the Company within the meaning of the Securities Act, each officer of
the Company who signs the registration statement, and each director of the
Company, from and against all losses, claims, damages or liabilities, joint or
several, to which the Company or such officer or director or controlling person
may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in the registration statement under which such
Restricted Stock was registered, any preliminary prospectus or final prospectus
contained therein, or any amendment or supplement thereof,


                                       6
<PAGE>

or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse the Company and each such
officer, director and controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that such
seller will be liable hereunder in any such case if and only to the extent that
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made or omitted in reliance upon and in conformity with information pertaining
to such seller, as such, furnished in writing to the Company by or on behalf of
such seller for use in such registration statement, prospectus, amendment or
supplement; PROVIDED FURTHER, that the liability of each seller hereunder shall
be limited to the proportion of any such loss, claim, damage, liability or
expense that is equal to the proportion that the public offering price of shares
sold by such seller under such registration statement bears to the total public
offering price of all securities sold thereunder, but not to exceed the proceeds
received by such seller from the sale of Restricted Stock covered by such
registration statement. If the registration relates to an underwritten offering,
and the seller sells its Restricted Stock through the underwriter(s) thereof,
the seller (upon request by the underwriter(s)) will indemnify such
underwriters, their officers and directors, and each person who controls such
underwriters within the meaning of the Securities Act, to the same extent as
provided above with respect to the indemnification of the Company or to such
other extent as provided in Section 8(e).

              (c) PROCEDURES. Any person entitled to indemnification hereunder
will (i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification and (ii) unless in such indemnified
party's reasonable judgment (based upon advice in a written opinion of qualified
legal counsel) a conflict of interests between such indemnified and indemnifying
parties may exist with respect to such claim, permit such indemnifying party to
assume and continue the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed and continued,
and the indemnifying party so notifies the indemnified party, the indemnifying
party shall not be liable to such indemnified party under this Section 8 for any
legal expenses subsequently incurred by such indemnified party in connection
with the defense thereof, other than reasonable costs incurred by the
indemnified party for investigation and liaison with the counsel so selected,
and the indemnifying party will not be subject to any liability for any
settlement made by the indemnified party without the indemnifying party's
consent (which consent shall not be unreasonably withheld). An indemnifying
party who is not entitled to, or elects not to, assume and continue the defense
of a claim will be obligated to pay the fees and expenses of counsel for an
indemnified party with respect to such claim.

              (d) CONTRIBUTION. If the indemnification provided for in Sections
8(a) and 8(b) is unavailable or insufficient to hold harmless an indemnified
party in respect of any loss, claim, damage, liability or action in respect
thereof referred to therein, then each indemnifying party shall (in lieu of or
in addition to, as the case may be, indemnifying such indemnified party)
contribute to the amount paid or payable by such indemnified party as a result
of such loss, claim, damage, liability or action in such proportion as is
appropriate to reflect the relative fault of the Company, on the one hand, and
the sellers of such Restricted Stock, on the other, in connection with the
statements or omissions that resulted in such loss, claim, damage, liability or
action as well as any other relevant equitable considerations, including any
failure to give in a timely manner any notice required under such Sections. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement or omission or alleged omission of a
material fact relates to information supplied by the Company, on the one hand,
or the sellers of such Restricted Stock, on the other hand, and the parties'
relative intent, knowledge, access to information, and opportunity to correct or
prevent such statement or omission. The Company and you agree that it would not
be just and equitable if contributions pursuant to this Section 8(d) were
determined by pro rata allocation (whether or not all of the sellers of such
Restricted Stock were treated as one entity for such purpose) or by any other
method of allocation that did not take account of the equitable considerations
referred to above in this Section 8(d). The amount paid or payable by an
indemnified party as a result of any loss, claim, damage,



                                       7
<PAGE>

liability or action in respect thereof referred to in this Section 8(d), shall
be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim in the manner provided in Section 8(c). No person guilty of a
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act), shall be entitled to contribution from any person who is not
guilty of fraudulent misrepresentation.

              (e) CONDITIONS ON INDEMNIFICATION OF UNDERWRITERS. The
indemnification of underwriters provided for in this Section 8 shall be on such
other terms and conditions as are at the time customary and reasonably required
by such underwriters.

       9. MISCELLANEOUS.

              (a) SUCCESSORS AND ASSIGNS. All covenants and agreements contained
in this Agreement by or on behalf of any of the parties hereto shall bind and
inure to the benefit of the respective successors and assigns of the parties,
whether or not so expressed. Without limiting the generality of the foregoing,
the registration rights conferred herein on you shall inure to the benefit of
any and all subsequent Holders from time to time of the Restricted Stock for so
long as the certificates representing the Restricted Stock shall be required to
bear the legend specified in Section 2 hereof, subject to any time period
limitations otherwise stated herein.

              (b) REMEDIES. Any person having rights under any provision of this
Agreement shall be entitled to enforce such rights specifically, to recover
damages caused by reason of any breach of any provision of this Agreement, and
to exercise all other rights granted by law.

              (c) AMENDMENTS AND WAIVERS. Except as otherwise provided
herein, the provisions of this Agreement may be amended and the Company may take
any action herein prohibited, or omit to perform any act herein required to be
performed by it, if, but only if, the Company has obtained the written consent
of Holders of a majority of the shares of Restricted Stock then outstanding.

              (d) SEVERABILITY. Whenever possible, each provision of this
Agreement will be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
invalid, illegal or unenforceable under any applicable law or rule in any
jurisdiction, such provision will be ineffective only to the extent of such
invalidity, illegality or unenforceability in such jurisdiction, without
invalidating the remainder of this Agreement in such jurisdiction or any
provision hereof in any other jurisdiction.

              (e) COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original and any one of
which need not contain the signatures of more than one party, but all of which
taken together shall constitute one and the same Agreement.

              (f) DESCRIPTIVE HEADINGS. The descriptive headings in certain
portions of this Agreement are used for convenience of reference only. They do
not constitute a part of this Agreement and shall not influence the construction
or interpretation of any provision hereof.

              (g) NOTICES. All notices, demands, or other communications to be
given or delivered under or by reason of any provision of this Agreement shall
be in writing and shall be deemed to have been given (i) on the date delivered
in person, (ii) on the date indicated on the return receipt if mailed postage
prepaid, by certified or registered U.S. Mail, with return receipt requested,
(iii) on the date transmitted by telecopy facsimile, if sent by 5:00 P.M.,
Eastern Time, and confirmation of receipt thereof is reflected, or (iv) IF sent
by Federal Express or other nationally recognized overnight courier service or
overnight express U.S. Mail, with service charges or postage prepaid, THEN on
the next business day after delivery to the courier



                                       8
<PAGE>

service or U.S. Mail (in time for next day delivery). In each case (except for
personal delivery), such notices, demands and other communications shall be sent
to a Holder of Restricted Stock, at the address or facsimile number for such
Holder on the Company's stock records (which for you is, as of the date of this
Agreement, the address and facsimile number specified for you on the signature
page hereof) and to the Company as follows:

                              Miller Industries, Inc.
                              8503 Hilltop Drive
                              Ooltewah, Tennessee  37363
                              Attention:  President and CEO
                              Facsimile No.:  (423) 238-6965

                              With a copy to:

                              Kilpatrick Stockton LLP
                              1100 Peachtree Street
                              Suite 2800
                              Atlanta, GA 30309
                              Attention:  David A. Stockton, Esq.
                              Facsimile No: (404) 816-6555

or to such other address or to the attention of such other person as the
receiving party has specified by prior written notice to the sending party
pursuant to this Section 9(g).

              (h) GOVERNING LAW. This Agreement shall be governed by, and
construed and enforced in accordance with, the internal laws of the State of
Georgia, without regard to conflict of laws rules thereof.


                                       9
<PAGE>


       Please confirm your agreement to and acceptance of this Agreement by
countersigning and delivering to the Company a counterpart of this Agreement,
whereupon this Agreement shall be a binding agreement among you, the Company,
and each other such countersignatory.

                                         Very truly yours,

                                         MILLER INDUSTRIES, INC.




                                         By:  /S/  William G. Miller
                                            ------------------------------------
                                              William G. Miller
                                              Co-Chief Executive Officer

                       [SIGNATURES CONTINUED ON NEXT PAGE]




                                       10
<PAGE>


AGREED TO AND ACCEPTED
as of the date first above-written:

ANVIL INVESTMENT ASSOCIATES, L.P.

ASHFORD CAPITAL MANAGEMENT, INC.
WITH DISCRETION F/B/O ANVIL
INVESTMENT ASSOCIATES, L.P.


By:  /S/  Theodore H. Ashford
   -----------------------------------
Name/Title:  Theodore H. Ashford for
Anvil Management Co., LLC, General Partner

                       [SIGNATURES CONTINUED ON NEXT PAGE]






                                       11
<PAGE>


AGREED TO AND ACCEPTED
as of the date first above-written:

ASHFORD CAPITAL PARTNERS, L.P.

ASHFORD CAPITAL MANAGEMENT, INC.
WITH DISCRETION F/B/O ASHFORD CAPITAL
PARTNERS, L.P.

By:  /S/  Theodore H. Ashford
   -----------------------------------
Name/Title:  Theodore H. Ashford for
Ashcap Corp., General Partner

                       [SIGNATURES CONTINUED ON NEXT PAGE]







                                       12
<PAGE>


AGREED TO AND ACCEPTED
as of the date first above-written:

WISCONSIN ALUMNI RESEARCH
FOUNDATION

ASHFORD CAPITAL MANAGEMENT, INC.
WITH DISCRETION F/B/O WISCONSIN
ALUMNI RESEARCH FOUNDATION



By:  /S/  Theodore H. Ashford
   -----------------------------------------------------------
Name:  Theodore H. Ashford

Title:  Chairman and CEO, Ashford Capital Management, Inc.





                       [SIGNATURES CONTINUED ON NEXT PAGE]








                                       13
<PAGE>


AGREED TO AND ACCEPTED
as of the date first above-written:

UNIVERSITY OF NOTRE DAME


ASHFORD CAPITAL MANAGEMENT, INC.
WITH DISCRETION F/B/O UNIVERSITY OF
NOTRE DAME DU LAC

By:  /S/  Theodore H. Ashford
   -----------------------------------------------------------
Name:  Theodore H. Ashford

Title:  Chairman and CEO, Ashford Capital Management, Inc.





                       [SIGNATURES CONTINUED ON NEXT PAGE]







                                       14
<PAGE>



AGREED TO AND ACCEPTED
as of the date first above-written:

PEPCO HOLDINGS RETIREMENT PLAN
MASTER TRUST


ASHFORD CAPITAL MANAGEMENT, INC.
WITH DISCRETION F/B/O PEPCO HOLDINGS
RETIREMENT PLAN MASTER TRUST



By:  /S/  Theodore H. Ashford
   -----------------------------------------------------------
Name:  Theodore H. Ashford

Title:  Chairman and CEO, Ashford Capital Management, Inc.







                                       15
<PAGE>



                                                                    EXHIBIT A TO
                                                   REGISTRATION RIGHTS AGREEMENT
                                                              DATED MAY 26, 2004

               Names, Addresses, Mail Addresses and Facsimile Nos.
                       of Certain Holders of Common Stock
                           of Miller Industries, Inc.

                    ----------------------------------------





ANVIL INVESTMENT ASSOCIATES, L.P.
P.O. Box 4172
Wilmington, DE  19807
Facsimile No.: (302) 655-8690

ASHFORD CAPITAL PARTNERS, L.P.
P.O. Box 4172
Wilmington, DE  19807
Facsimile No.: (302) 655-8690

WISCONSIN ALUMNI RESEARCH FOUNDATION
614 Walnut Street
P.O. Box 7365
Madison, WI  53707
Facsimile No.: (608) 263-1064

UNIVERSITY OF NOTRE DAME DU LAC
Investment Office
928 Grace Hall
Notre Dame, IN  46556
Facsimile No.: (574) 631-4095

PEPCO HOLDINGS RETIREMENT PLAN MASTER TRUST
5100 Harding Highway
Mays Landing, NJ  08330
Facsimile No.: (609) 625-6975


<PAGE>


                                                                    EXHIBIT B TO
                                                   REGISTRATION RIGHTS AGREEMENT

                                                              DATED MAY 26, 2004

                   Methods of Disposition of Restricted Stock
                     in a Registration Pursuant to Section 4

                    ----------------------------------------



       The shares of Common Stock may be offered and sold by or for the account
of a Selling Shareholder, from time to time as market conditions permit, on such
exchange or other securities market in which the common stock is quoted or
listed or otherwise, at prices and on terms then prevailing, or in negotiated
transactions. The shares of Common Stock may be sold by one or more of the
following methods, without limitation: (a) a block trade in which a broker or
dealer so engaged will attempt to sell the shares as agent, but may position and
resell a portion of the block as principal to facilitate the transaction; (b)
purchases by a broker or dealer (including a specialist or market maker) as
principal and resale by such broker or dealer for its account pursuant to this
Prospectus; (c) ordinary brokerage transactions and transactions in which the
broker solicits purchasers; and (d) face-to-face transactions between sellers
and purchasers without a broker-dealer. In effecting sales, brokers or dealers
engaged by a Selling Shareholder may arrange for other brokers or dealers to
participate. Such brokers or dealers may receive commissions or discounts from a
Selling Shareholder in amounts to be negotiated. Such brokers and dealers and
any other participating brokers or dealers may be deemed to be "underwriters",
within the meaning of the Securities Act, in connection with such sales.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>5
<FILENAME>ex5.htm
<TEXT>
<html>

<head>
<title>Exhibit 5</title>
</head>

<body>


<p align="right"><b><font size="2" face="Times New Roman">EXHIBIT 5</font></b></p>

<table border="0" cellspacing="0" cellpadding="0" width="698" style="border-collapse: collapse" bordercolor="#111111">
<tr height="86">
<td valign="top" width="457">
<p>
<b>KILPATRICK STOCKTON LLP</b></p>
</td>
<td valign="top" width="241">
<p align="right"><font size="1" face="Times New Roman">Suite 2800&nbsp; 1100 Peachtree St.<br>
Atlanta GA 30309-4530<br>
t 404 815 6500&nbsp; f 404 815 6555<br>
www.KilpatrickStockton.com</font></p>

</td>
</tr>
</table>

<p><font size="2" face="Times New Roman">June 2, 2004</font></p>

<p><font size="2" face="Times New Roman">Miller Industries, Inc.<br>
8503 Hilltop Drive<br>
Ooltewah, Tennessee&nbsp; 37363</font></p>

<p style="text-indent: 40"><b><font size="2">Re:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Form S-3 Registration Statement</font></b></p>

<p><font size="2">Gentlemen:</font></p>

<p style="text-indent: 40"><font size="2">At your request, we have examined the Registration Statement to be filed by Miller Industries, Inc., a Tennessee corporation
(the &ldquo;Company&rdquo;), with the Securities and Exchange Commission on June 2, 2004 with respect to the registration under the
Securities Act of 1933, as amended, of 480,000 shares of Common Stock, $0.01 par value per share, of the Company (the &ldquo;Common
Stock&rdquo;), for resale to the public by the selling shareholders named in the Registration Statement (the &ldquo;Selling
Shareholders&rdquo;).</font></p>

<p style="text-indent: 40"><font size="2">As your counsel, and in connection with the preparation of the Registration Statement, we have examined the originals or copies
of such documents, corporate records, certificates of public officials, officers of the Company and other instruments relating to
the authorization and issuance of the Common Stock as we deemed relevant or necessary for the opinions herein expressed.&nbsp; On
the basis of the foregoing, it is our opinion that the shares of Common Stock to be sold by the Selling Shareholders as described
in the Registration Statement are validly issued, fully-paid and nonassessable.&nbsp;
This opinion is limited to the Tennessee Business Corporation Act and reported
judicial decisions thereunder, and we do not express any opinion herein
concerning any other laws.</font></p>

<p style="text-indent: 40"><font size="2">We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the use of
our name wherever appearing in the Registration Statement, including the Prospectus constituting a part thereof, and any amendments
thereto.</font></p>

<table border="1" cellpadding="0" cellspacing="0" style="border-collapse: collapse; border-width: 0" bordercolor="#111111" width="698">
  <tr>
    <td width="313" style="border-style: none; border-width: medium">&nbsp;</td>
    <td width="382" style="border-style: none; border-width: medium"><font size="2">KILPATRICK STOCKTON LLP</font><p><font size="2">/s/&nbsp; David A. Stockton</font></p>

<p><font size="2">David A. Stockton<br>
a Partner</font></p>

    </td>
  </tr>
</table>

</body>

</html>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>6
<FILENAME>ex232.htm
<TEXT>
<html>
<head>
<title>Consent</title>
</head>
<body>
<p align="right"><b><font size="3" face="Times New Roman">EXHIBIT 23.2</font></b></p>

<p align="center"><b><font size="3" face="Times New Roman">CONSENT OF INDEPENDENT ACCOUNTANTS</font></b></p>

<p><font size="3" face="Times New Roman">We hereby consent to the incorporation by reference in this Registration Statement on Form
S-3 of our report dated March 15, 2004, relating to the financial statements and financial statement schedule, which appears in
Miller Industries, Inc.&rsquo;s Annual Report on Form 10-K for the year ended December 31, 2003.&nbsp; We also consent to the
references to us under the heading &ldquo;Experts&rdquo; in such Registration Statement.</font></p>

<p><font size="3" color="black" face="Times New Roman">/s/ Joseph Decosimo and Company, LLP</font></p>

<p><font size="3" color="black" face="Times New Roman">Chattanooga, Tennessee</font></p>

<p><font size="3" color="black" face="Times New Roman">June 1, 2004</font></p>
</body>
</html>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>7
<FILENAME>ex233.htm
<DESCRIPTION>CONSENT OF INDEPENDENT ACCOUNTANTS
<TEXT>
<html>
<head>
<title>CONSENT OF INDEPENDENT ACCOUNTANTS</title>
</head>
<body>
<p align="right"><b><font size="2" face="Times New Roman">EXHIBIT 23.3</font></b></p>

<p align="center"><u><font size="2" face="Times New Roman">CONSENT OF INDEPENDENT ACCOUNTANTS</font></u></p>

<p><font size="2" face="Times New Roman">We hereby consent to the incorporation by reference in this Registration Statement on Form
S-3 of our report dated April 11, 2003, except as to Notes 2 and 8 for which the date is May 1, 2003 and except as to Note 3 for
which the date is March 18, 2004, relating to the financial statements and financial statement schedule, which appears in Miller
Industries, Inc.&rsquo;s Annual Report on Form 10-K for the year ended December 31, 2003.&nbsp; We also consent to the reference to
us under the heading &ldquo;Experts&rdquo; in such Registration Statement.</font></p>

<p>&nbsp;</p>

<p><font size="2" color="black" face="Times New Roman">/s/ PricewaterhouseCoopers LLP</font></p>

<p><font size="2" color="black" face="Times New Roman">Atlanta, Georgia</font></p>

<p><font size="2" color="black" face="Times New Roman">June 1, 2004</font></p>
</body>
</html>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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