SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12

KIT MANUFACTURING COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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

(2) Aggregate number of securities to which transaction applies:

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

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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

(2) Form, Schedule or Registration Statement No.:

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

(3) Filing Party:

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

(4) Date Filed:

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

KIT MANUFACTURING COMPANY
530 EAST WARDLOW ROAD
P.O. BOX 848
LONG BEACH, CALIFORNIA 90801

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 12, 2002
---------------------

The Annual Meeting of Shareholders of KIT Manufacturing Company ("KIT")
will be held at the Long Beach Airport Marriott, 4700 Airport Plaza Drive, Long
Beach, California 90815, on Tuesday, March 12, 2002, at 9:00 a.m., local time.

The Annual Meeting will be held (i) to elect a Board of Directors for the
ensuing fiscal year and (ii) to transact such other business as may properly
come before the Annual Meeting or at any adjournment thereof. At the Annual
Meeting, the Board of Directors of KIT intends to present Dan Pocapalia, Fred W.
Chel, Frank S. Chan, Jr., John W. H. Hinrichs and John F. Zaccaro as nominees
for election to the Board of Directors.

Only shareholders of record on the books of KIT at the close of business on
February 5, 2002, the record date with respect to this solicitation, will be
entitled to notice of and to vote at the Annual Meeting or at any adjournment
thereof.

All shareholders are cordially invited to attend the Annual Meeting in
person. If you are unable to do so, please execute the enclosed proxy and return
it in the enclosed addressed envelope, since a majority of the outstanding
shares must be represented at the meeting in order to transact business. Your
promptness in returning the proxy will assist in the expeditious and orderly
processing of the proxies. If you return your proxy, you may nevertheless attend
the Annual Meeting and vote your shares in person, if you wish.

By Order of the Board of Directors,

KIT MANUFACTURING COMPANY

/s/ Marlyce A. Faldetta
MARLYCE A. FALDETTA
Corporate Secretary

Long Beach, California
February 25, 2002

KIT MANUFACTURING COMPANY
530 EAST WARDLOW ROAD
P.O. BOX 848
LONG BEACH, CALIFORNIA 90801

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

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 12, 2002
---------------------

PROXY STATEMENT
---------------------

SOLICITATION OF PROXIES

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

The accompanying proxy is solicited by the Board of Directors of KIT
Manufacturing Company ("KIT") for use at KIT's Annual Meeting of Shareholders to
be held at the Long Beach Airport Marriott, 4700 Airport Plaza Drive, Long
Beach, California 90815, on Tuesday, March 12, 2002, at 9:00 a.m., local time,
or at any adjournment thereof. All shares represented by each properly executed
unrevoked proxy received in time for the Annual Meeting will be voted in the
manner specified therein. Any shareholder has the power to revoke his or her
proxy at any time before it is voted. A proxy may be revoked by delivering a
written notice of revocation to the Corporate Secretary of KIT, by a subsequent
proxy executed by the person executing the prior proxy and presented to the
Corporate Secretary at the Annual Meeting, or by attendance at the Annual
Meeting and voting in person by the person executing the proxy.

This Proxy Statement is being mailed to KIT's shareholders on or about
February 25, 2002. The solicitation will be made by mail and expenses, which
will be paid by KIT, will include reimbursements paid to brokerage firms and
others for their expenses in forwarding solicitation material regarding the
meeting to beneficial owners of KIT's Common Stock. Further solicitation of
proxies may be made by telephone or oral communication with some shareholders.
All such further solicitation will be made by KIT's regular employees who will
not receive additional compensation for the solicitation. The mailing address of
KIT's principal executive offices is 530 East Wardlow Road, P.O. Box 848, Long
Beach, California 90801.

OUTSTANDING SHARES AND VOTING RIGHTS

Only holders of record of the 1,027,334 shares of KIT's Common Stock
outstanding at the close of business on February 5, 2002, the record date with
respect to this solicitation, will be entitled to notice of and to vote at the
Annual Meeting or at any adjournment thereof. Votes cast by proxy or in person
at the Annual Meeting will be counted by persons appointed by KIT to act as
election inspectors for the meeting. The required quorum for transaction of
business at the Annual Meeting will be a majority of the shares entitled to vote
that are issued and outstanding as of the record date. The election inspectors
will treat shares represented by proxies that reflect abstentions as shares that
are present and entitled to vote, for purposes of determining the presence of a
quorum and for purposes of determining the outcome of any matter submitted to
the shareholders for a vote. Abstentions, however, do not constitute a vote
"for" or "against" any matter and thus will be disregarded in the calculation of
a plurality or of "votes cast."

If you are the beneficial owner of shares held in "street name" by a
broker, the broker, as the record holder of the shares, is required to vote
those shares in accordance with your instructions. If you do not give
instructions to the broker, the broker will nevertheless be entitled to vote the
shares with respect to "discretionary" items but will not be permitted to vote
the shares with respect to "non-discretionary" items (in which case, the shares
will be treated as "broker non-votes"). The election inspectors will treat
shares referred to as "broker non-votes" as shares that are present and entitled
to vote for purposes of determining the presence of a quorum. However, for
purposes of determining the outcome of any matter as to which the broker has
physically indicated on the proxy that it does not have discretionary authority
to vote, those shares will be treated as not present and not entitled to vote
with respect to that matter (even though those shares are considered entitled to
vote for quorum purposes and may be entitled to vote on other matters).

In the election of directors, shares present but not voting will be
disregarded (except for quorum purposes). No shareholder will be entitled to
cumulate votes (i.e., cast for any candidate for election to the Board of
Directors, a number of votes greater than the number of the shareholder's
shares) unless the names of the candidate or candidates have been placed in
nomination prior to the voting and the shareholder has given notice at the
meeting, prior to the voting, of the shareholder's intention to cumulate votes.
If any one shareholder has given such notice, all shareholders may cumulate
their votes for candidates who have been nominated. If voting for directors is
conducted by cumulative voting, each share will be entitled to a number of votes
equal to the number of directors to be elected and the votes may be cast for a
single candidate or may be distributed among two or more candidates in such
proportions as the shareholder may determine. In the event of cumulative voting,
the proxy holders intend to distribute the votes represented by the proxies
solicited hereby in such proportions as they see fit. If the voting is not
conducted by cumulative voting, each share will be entitled to one vote and the
holders of a majority of the shares voting at the meeting will be able to elect
all of the directors if they choose to do so. In such event, the other
shareholders will be unable to elect any director. The candidates receiving the
highest number of votes, up to the number of directors to be elected, will be
elected. On all other matters, each share is entitled to one vote. Votes cast
against a candidate or votes withheld will have no legal effect. Any unmarked
proxies, including those submitted by brokers or nominees, will be voted as
indicated on the accompanying proxy card.

SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT

The following table sets forth, as of February 2, 2002, certain information
as to the number of shares of KIT's Common Stock beneficially owned by each
person who is known by KIT to own more than five percent of the outstanding
shares of KIT's Common Stock and by all directors and executive officers as a
group. Except as otherwise indicated, beneficial ownership includes both voting
power and investment power. For ownership information of the directors see
"Information Regarding the Board of Directors" below.

SECURITY OWNERSHIP TABLE

<Table>
<Caption>
AMOUNT AND NATURE PERCENT OF CLASS
NAME AND ADDRESS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP BENEFICIALLY OWNED
- ------------------------------------ ----------------------- ------------------

Dan Pocapalia................................ 505,984 shares(1)(2) 49.3%
c/o KIT Manufacturing Company
530 East Wardlow Road
Long Beach, CA 90801
Michael J. Seaman............................ 57,000 shares(3) 5.5%
78610 Coco Bay Drive
Naples, FL 34108
Dimensional Fund Advisors, Inc. ............. 53,700 shares(4) 5.2%
1299 Ocean Avenue, Eleventh Floor
Santa Monica, CA 90401
Prudential Insurance Co. of America.......... 59,048 shares(5) 5.7%
751 Broad Street
Newark, NJ 07102
Directors and Officers as a group
(eight persons)............................ 511,830 shares(1)(2) 49.8%
</Table>

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

(1) Includes 1,000 shares held by certain members of Mr. Pocapalia's family as
to which he may be said to share the voting and investment power. Also
includes 400 shares held by Mr. Pocapalia as the trustee of trusts for the
benefit of Mr. Pocapalia's children, as to which Mr. Pocapalia may be said
to have sole voting and investment power.

(2) Includes 10,000 shares held of record by J.B.D. Partnership, a California
general partnership (the "J.B.D. Partnership"), of which Mr. Pocapalia owns
69%.

(3) According to information provided by Michael J. Seaman, Mr. Seaman and
members of his immediate family own 57,000 shares of the Company. Mr. Seaman
is the managing trustee of the George J. Seaman, MD P.C. Wasting Trust
("Trust"). Mr. Seaman has sole voting and dispositive powers over those
shares owned by the Trust and him personally. Mr. Seaman has shared voting
and dispositive powers over those shares owned by his wife, Phyllis Seaman,
and by his children, Kimberly Seaman, Jordan Seaman and Sloane Seaman.

(4) According to information provided by Dimensional Fund Advisors, Inc., a
registered investment advisor ("Dimensional"), as of February 2, 2001,
Dimensional possesses voting and dispositive power with respect to 53,700
shares of KIT's Common Stock, all of which shares are held in portfolios of
DFA Investment Dimensions Group Inc., a registered open-end investment
company, or in series of The DFA Investment Trust Company, a Delaware
business trust, or the DFA Group Trust and DFA Participation

Group Trust, investment vehicles for qualified employee benefit plans, for
all of which Dimensional serves as investment manager. Dimensional disclaims
beneficial ownership of all such shares.

(5) According to information provided on a Schedule 13G filed in 2001 by
Prudential Insurance Company of America ("Prudential"), Prudential may have
direct or indirect voting and/or investment discretion over 59,048 shares of
KIT's Common Stock which are held for its own benefit or for the benefit of
its clients by its separate accounts, externally managed accounts,
registered investment companies, subsidiaries and/or other affiliates.
Prudential reports the combined holdings of these entities for the purpose
of administrative convenience.

I. ELECTION OF DIRECTORS

Directors are elected at each Annual Meeting of Shareholders and hold
office until their respective successors are duly elected and qualified. The
full Board consists of five directors. Certain information as of February 5,
2002 with respect to the five nominees for election as directors is set forth
below. All of the nominees are now serving as directors and were elected to
their present terms of office at the 2001 Annual Meeting of Shareholders.
Although it is anticipated that each nominee will be available to serve as a
director, should any nominee become unavailable to serve, the proxies will be
voted for such other person as may be designated by KIT's Board of Directors.

INFORMATION REGARDING THE BOARD OF DIRECTORS

The following table provides information regarding each nominee for the
Board of Directors as of February 5, 2002. Except as otherwise indicated,
beneficial ownership includes both voting power and investment power.

<Table>
<Caption>
PERCENT OF CLASS
PRINCIPAL BUSINESS EXPERIENCE DURING THE AMOUNT AND NATURE BENEFICIALLY
NAME OF INDIVIDUAL AGE PAST 5 YEARS AND DIRECTORSHIPS OF BENEFICIAL OWNERSHIP OWNED
- ------------------ --- ---------------------------------------- ----------------------- ----------------

Dan Pocapalia.......... 85 Director of KIT since 1947; Chairman of 505,984(l)(2) 49.3%
the Board and Chief Executive Officer of
KIT since 1971; President of KIT from
1956 to 1978, and from November 1983 to
June 1999, and from April 2001 to
present.
Fred W. Chel........... 72 Director of KIT since 1987; Retired 4,000 *
Attorney at Law and State Legislator;
Business Consultant to Custom Fibreglass
Manufacturing Company since 1989;
President and Chief Executive Officer of
Custom Fibreglass Manufacturing Company
from 1985 to 1989; Vice President Legal
Counsel of Custom Fibreglass
Manufacturing Company from 1977 to 1985.
</Table>

Frank S. Chan, Jr. .... 57 Director of KIT since 1993; Certified 300 *
Public Accountant in private practice
since 1991. Tax Partner of KPMG Peat
Marwick LLP from 1986 to 1991; Tax Staff
and Tax Manager of KPMG Peat Marwick LLP
from 1975 to 1986.
John W. H. Hinrichs.... 63 Director of KIT since 1994; Senior Vice 1,000 *
President and Cashier of Farmers &
Merchants Bank of Long Beach ("FMB")
since 1964; Chief Financial Officer of
FMB since December 2001; Member of Board
of Trustees of St. Mary's Medical
Center; Director of Goodwill Industries;
Director/ Treasurer of St. Mary Catholic
Housing Corp; Foundation Board Member of
St. Mary's Medical Center.
John F. Zaccaro........ 67 Director of KIT since 1994; President 100 *
Academy of Medical Films since 1991;
Vice Chairman, Director, and Founder of
drkoop.com, Inc. from January 1997 to
September 2000; Executive Producer
American Medical Association's
International Health and Medical Film
Competition (1991-1997).
</Table>

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

* Represents less than 1% of the outstanding shares.

(2) Includes 10,000 shares held of record by the J.B.D. Partnership of which Mr.
Pocapalia owns 69%.

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES

During fiscal 2001, all directors attended 100% of the Board of Directors
meetings held. The Board of Directors of KIT held 5 meetings during the fiscal
year ended October 31, 2001.

KIT's Board of Directors has an Audit Committee and a Compensation
Committee. The members of the Audit Committee are Frank S. Chan, Jr. (Chairman),
Fred W. Chel and John W. H. Hinrichs. None of the members of the Audit Committee
serves as an executive officer of KIT. During the 2001 fiscal year, the Audit

Committee held two meetings. The members of the Compensation Committee are John
F. Zaccaro (Chairman), Frank S. Chan, Jr. and John W. H. Hinrichs. None of the
members of the Compensation Committee serves as an executive officer of KIT.
Compensation Committee issues were reviewed and discussed following the
regularly scheduled board meetings during fiscal year 2001.

The functions of the Audit Committee include revising and making
recommendations to the Board of Directors with respect to: the engagement or
re-engagement of an independent accounting firm to audit KIT's financial
statements for the then current fiscal year, and the terms of the engagement;
the policies and procedures of KIT and the management of KIT with respect to
maintaining KIT's books and records and furnishing the information necessary to
the independent auditors; the procedures to encourage access to the Audit
Committee and facilitate the timely reporting to the Audit Committee during the
year by duly authorized representatives of the independent auditors; the
implementation by the management of KIT of the recommendations made by the
independent auditors; the adequacy and implementation of KIT's internal audit
controls and the adequacy and competency of the related personnel; and such
other matters relating to KIT's financial affairs and accounts as the Audit
Committee may in its own discretion deem necessary. See "Report of the Audit
Committee."

The functions of the Compensation Committee include assisting the Board of
Directors in evaluating and overseeing the compensation of senior management and
certain key employees of KIT, including the administration and interpretation of
KIT's Incentive Bonus Plan, KIT's 1994 Stock Option Plan and any other
compensation programs KIT may adopt. See "Report of the Compensation Committee."

DIRECTORS' FEES

All directors of KIT are reimbursed for their out of pocket expenses
incurred in connection with attending Board meetings. In addition, each director
received an annual fee of $7,500, payable in equal quarterly installments, for
his services as a director. Each member of the Audit Committee of the Board of
Directors received $1,500 per Committee meeting attended.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16 of the Securities Exchange Act of 1934, as amended, requires
KIT's officers (as defined under Section 16), directors and persons who
beneficially own greater than 10% of a registered class of KIT's equity
securities to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Based solely on a review of the forms it has
received, KIT believes that during fiscal 2001 all Section 16 filing
requirements applicable to its officers, directors and 10% beneficial owners
were complied with by such persons.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

SUMMARY OF EXECUTIVE COMPENSATION

The following table sets forth the executive compensation paid during the
fiscal years ended October 31, 2001, 2000 and 1999 to the Chief Executive
Officer (no other officer of KIT earned more than $100,000 in combined salary
and bonus in the fiscal year ended October 31, 2001):

SUMMARY COMPENSATION TABLE

<Table>
<Caption>
LONG TERM
COMPENSATION(2)
ANNUAL COMPENSATION(L) ---------------------
----------------------- SECURITIES UNDERLYING ALL OTHER
NAME AND POSITION YEAR SALARY BONUS OPTIONS COMPENSATION
- ----------------- ---- --------- --------- --------------------- ------------

Dan Pocapalia................. 2001 $ 3,846(3) $200,000 -0- $16,990(4)(5)
Chairman, Chief Executive 2000 200,000 -0- -0- 6,000(5)
Officer, and President 1999 200,000 34,000 69,000 6,000(5)
</Table>

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

(1) Except as noted below, no other annual compensation is required to be listed
pursuant to the rules and regulations of the Securities and Exchange
Commission.

(2) KIT has not issued stock appreciation rights or restricted stock awards. KIT
has no "long-term incentive plan" as that term is defined in the rules and
regulations of the Securities and Exchange Commission.

(3) Mr. Pocapalia voluntarily reduced his salary until KIT's results for the
year could be determined. This amount has been accrued as a liability as of
October 31, 2001 but it has not yet been paid.

(4) Includes $9,490 paid by KIT on behalf of Mr. Pocapalia as an auto allowance.

(5) Directors' Fees. (See "Directors' Fees" section in this Proxy Statement.)

OPTION GRANTS

KIT did not grant any stock options in fiscal 2001.

SUMMARY OF OPTIONS EXERCISED AND YEAR-END OPTIONS

No stock options were exercised during fiscal 2001. KIT's Chief Executive
Officer does not own any stock options.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In February 2002, KIT entered into a working capital facility with Farmers
and Merchants Bank ("FMB"). John Hinrichs, one of KIT's directors, is the chief
financial officer and cashier of FMB. Under the working capital facility FMB has
agreed to provide KIT with an aggregate line of credit of $3,500,000. The line
of credit is secured by a first trust deed on company-owned facilities, and a
first lien position on all of the company's assets including, but not limited
to, accounts receivable, inventory, equipment and intangibles. The interest rate
is at FMB's prime rate plus 1.5%, with a minimum interest rate of 7.50%.
Interest payments are due monthly beginning March 15, 2002 during the term of
the facility. The aggregate amount borrowed, along with all accrued, but unpaid
interest, under this line of credit is due on demand, but only after November 1,
2002. If there are no demands after November 1, 2002, then it is due on February
15, 2003. There are no loan fees or borrowing covenants associated with this
working capital facility. However, reimbursement of FMB's out-of-pocket expenses
is required.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

KIT's Compensation Committee consists of Messrs. John F. Zaccaro
(Chairman), Frank S. Chan, Jr. and John W. H. Hinrichs. No member of the
Compensation Committee serves as either an officer or employee of KIT. In
February 2002, KIT entered into a working capital facility with Farmers and
Merchants Bank ("FMB"). John Hinrichs, one of KIT's directors, is the chief
financial officer and cashier of FMB. Under the working capital facility FMB has
agreed to provide KIT with an aggregate line of credit of $3,500,000. The line
of credit is secured by a first trust deed on company-owned facilities, and a
first lien position on all of the company's assets including, but not limited
to, accounts receivable, inventory, equipment and intangibles. The interest rate
is at FMB's prime rate plus 1.5%, with a minimum interest rate of 7.50%.
Interest payments are due monthly beginning March 15, 2002 during the term of
the facility. The aggregate amount borrowed, along with all accrued, but unpaid
interest, under this line of credit is due on demand, but only after November 1,
2002. If there are no demands after November 1, 2002, then it is due on February
15, 2003. There are no loan fees or borrowing covenants associated with this
working capital facility. However, reimbursement of FMB's out-of-pocket expenses
is required.

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee of the Board of Directors oversees KIT's
compensation program for its officers. This task includes reviewing the salary
levels of officers, administering KIT's Incentive Bonus Plan and 1994 Stock
Option Plan, considering management succession and performing other related
matters.

KIT has a compensation program that rewards each of its officers in line
with KIT's operational goals and financial performance, including increases in
shareholder value, together with each officer's individual effectiveness in
bringing about those goals and performance. The goal of KIT's officer
compensation program is to attract, retain and reward executives who are capable
of leading KIT in achieving its business objectives. As a result, a portion of
the total compensation package for each KIT officer has traditionally consisted
of variable, performance based bonuses, which can be increased or decreased to
reflect changes in corporate and individual performance.

KIT's annual compensation package for officers currently consists of three
components: (a) base salary (b) annual cash incentive or bonus based on KIT's
Incentive Bonus Plan, and (c) long-term incentive or non-cash awards, primarily
stock options, granted under KIT's 1994 Stock Option Plan (the "1994 Plan").

Base salary for each of KIT's officers is reviewed by the Compensation
Committee, including the base salary of Dan Pocapalia, KIT's Chairman of the
Board, and Chief Executive Officer. In reviewing Mr. Pocapalia's base salary,
the Compensation Committee evaluates Mr. Pocapalia's total compensation in light
of information regarding the compensation practices at various companies within
KIT's industry peer group. KIT's industry peer group is composed of Fleetwood
Enterprises, Inc., Skyline Corporation, Coachmen Industries, Inc., Thor
Industries, Inc., Champion Enterprises, Inc., Winnebago Industries, Inc.,
Rexhall Industries Inc., and KIT. The Compensation Committee considers various
indicators of qualitative and quantitative success on both a corporate and an
individual level. While the Compensation Committee considers corporate
performance measures such as net income, earnings per share, contribution toward
cost containment, revenue generation and sales expansion, the Compensation
Committee does not apply any specific quantitative formula in reviewing
compensation decisions. Decisions regarding the base salaries of Mr. Pocapalia
and other executive officers are based upon a subjective evaluation of the
performance of each officer and a subjective evaluation of KIT's performance as
a whole.

A review of KIT's industry peer group (as identified above) indicates that
Mr. Pocapalia's compensation remained at or below that of other chief executive
officers within KIT's industry based on his duties and responsibilities. Annual
base salaries for other officers of KIT are based on the recommendations of Mr.
Pocapalia after reviewing each officer's effectiveness and overall performance
in his or her respective areas of responsibility. These salary recommendations
are then reviewed annually by the Compensation Committee.

KIT's executive management regularly provides members of KIT's Board of
Directors with summaries of the financial performance of several of KIT's
competitors. An analysis of this information reveals that a significant majority
of KIT's competitors are in the midst of a substantive downturn in their
business. Historically, during such industry-wide downturns, larger companies
solicit the employment of key management from their competition. While the
Compensation Committee has no information that this solicitation process will
influence KIT's management group, it believes that KIT currently is satisfied
with and requires the services of all those comprising its senior management
and, as such, has made no recommendations for salary reductions.

A portion of the annual compensation of each officer relates to, and is
contingent upon, the performance of KIT under KIT's Incentive Bonus Plan. All
officers participate in KIT's Incentive Bonus Plan. Under the Incentive Bonus
Plan, bonuses may be paid to officers pursuant to individual agreements relating
to target profitability goals in each participant's area of responsibility.
These profitability goals are a function of KIT's earnings per share during the
fiscal year, and, in some cases, the operating income for certain participants'
areas of responsibility. Time periods for which performance is measured include
fiscal years and, in some cases, fiscal quarters. Payments are typically made
within 75 days after the time period for which the performance is measured. The
individual agreements setting forth these profitability goals are reviewed
annually by the Compensation Committee.

KIT also provides incentive compensation awards to certain members of its
management under KIT's 1994 Plan. The 1994 Plan provides KIT with the ability to
reward key employees periodically with options to purchase shares of KIT's
Common Stock. These long-term incentives are designed to couple the interests of
key employees with those of the shareholders of KIT. Stock option grants provide
an incentive that focuses the individual's attention on managing KIT from the
perspective of an owner, with an equity stake in the business. The value of
stock options is tied to the future performance of KIT's Common Stock and
provides value to the recipient only when the price of KIT's Common Stock
increases above the option grant price. Stock options reward management for
long-term strategic planning through the resulting enhancement of share price.
The Compensation Committee plans to review the Company's 1994 stock option plan
during fiscal year 2002. KIT believes that a compensation structure which
includes the periodic granting of long-term incentives such as stock options
will help to attract and retain senior managers with long-term management
perspectives.

The Compensation Committee has considered the anticipated tax treatment to
KIT regarding the compensation and benefits paid to the Chief Executive Officer
and all other officers of KIT during the 2001 fiscal year in light of Section
162(m) of the Internal Revenue Code of 1986, as amended. The basic philosophy of
the Compensation Committee is to strive to provide such executive officers with
a compensation package which will preserve the deductibility of such payments
for KIT. However, certain types of compensation payments and their deductibility
depend upon the timing of an executive officer's vesting or exercise of
previously granted rights. Moreover, interpretations of and changes in the tax
laws and other factors beyond the Compensation Committee's control may affect
the deductibility of certain compensation payments. The Compensation Committee
will consider various alternatives to preserve the deductibility of compensation
payments and benefits to the extent reasonably practicable and to the extent
consistent with its other compensation objectives.

The Compensation Committee

John F. Zaccaro, (Chairman)
Frank S. Chan, Jr.
John W. H. Hinrichs

AUDIT COMMITTEE

KIT's Audit Committee consists of Frank S. Chan, Jr. (Chairman), Fred W.
Chel and John W.H. Hinrichs. None of the members of the Audit Committee serves
as an executive officer of KIT. During the 2001 fiscal year, the Audit Committee
held two meetings. Each of the members of the Audit Committee is independent as
defined under the listing standards of the American Stock Exchange. The Audit
Committee operates under a written charter adopted by the Board of Directors.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee has reviewed and discussed with management the audited
financial statements for the fiscal year ended October 31, 2001. In addition,
the Audit Committee has discussed with the Company's independent accountants,
PricewaterhouseCoopers LLP, the matters required by Codification of Statements
on Auditing Standards No. 61, which includes, among other items, matters related
to the conduct of the audit of the company's financial statements. The Audit
Committee also has received the written disclosures and the letter from
PricewaterhouseCoopers LLP required by Independence Standards Board Standard No.
1, and has discussed with PricewaterhouseCoopers LLP its independence from the
Company. The Audit Committee has discussed with management of the Company and
with the Company's independent accountants such other matters and received such
assurances from them as the Audit Committee deemed appropriate.

Based on the foregoing review and discussions and relying thereon, the
Audit Committee has recommended to the Company's Board of Directors the
inclusion of the audited financial statements in the Company's Annual Report on
Form 10-K for the fiscal year ended October 31, 2001.

Audit Committee

Frank S. Chan, Jr. (Chairman)
Fred W. Chel
John W. H. Hinrichs

AUDIT FEES

Audit fees to PricewaterhouseCoopers LLP for the fiscal year ended October
31, 2001 and the reviews of the Consolidated Financial Statements included in
the Forms 10-Q during fiscal 2001 were $100,955 of which an aggregate amount of
$33,455 has been billed through October 31, 2001.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

No fees were billed for professional services rendered by
PricewaterhouseCoopers LLP for financial systems design and implementation
services for the fiscal year ended October 31, 2001.

ALL OTHER FEES

Other fees to PricewaterhouseCoopers LLP for the fiscal year ended October
31, 2001 were $2,140 for the drafting of responses to an SEC Comment Letter
dated March 30, 2001. The Audit Committee considered whether the provision of
these services is compatible with maintaining the independence of
PricewaterhouseCoopers LLP.

PERFORMANCE GRAPH

The following paragraph shows a five year comparison of cumulative total
shareholder return* for KIT, the S&P 500 Composite Index and a Peer Group**
Index.

LOGO

INDEXED RETURNS
YEARS ENDING

<Table>
<Caption>
- --------------------------------------------------------------------------------
Base
Period
Company Name/Index Oct96 Oct97 Oct98 Oct99 Oct00 Oct01
- --------------------------------------------------------------------------------

Kit Manufacturing 100 79.35 41.85 35.87 42.39 22.17
S&P 500 Index 100 132.11 161.17 202.54 214.87 161.36
Peer Group 100 92.30 104.84 77.78 49.98 72.89
</Table>

* Total shareholder return assumes reinvestment of dividends.

** The Peer Group includes Fleetwood Enterprises, Inc., Skyline Corporation,
Coachmen Industries, Inc., Thor Industries, Inc., Champion Enterprises, Inc.,
Winnebago Industries, Inc., Rexhall Industries, Inc, and KIT. Each company
within the Peer Group was selected based on its similar product lines and
marketing areas.

IT SHOULD BE NOTED THAT THIS GRAPH REPRESENTS HISTORICAL STOCK PRICE
PERFORMANCE AND IS NOT NECESSARILY INDICATIVE OF ANY FUTURE STOCK PRICE
PERFORMANCE.

THE FOREGOING REPORT OF THE BOARD OF DIRECTORS REGARDING COMPENSATION AND
THE PERFORMANCE GRAPH THAT APPEARS IMMEDIATELY AFTER SUCH REPORT SHALL NOT BE
DEEMED TO BE SOLICITING MATERIAL OR TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT OF 1933, AS
12

AMENDED, OR THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, OR INCORPORATED BY
REFERENCE IN ANY DOCUMENT SO FILED.

EXECUTIVE OFFICERS

The following table provides information as of February 5, 2002, regarding
the executive officers of KIT, who serve at the pleasure of the Board of
Directors. Except as otherwise indicated, beneficial ownership includes both
voting power and investment power.

<Table>
<Caption>
PERCENT OF CLASS
PRINCIPAL BUSINESS EXPERIENCE DURING THE AMOUNT AND NATURE BENEFICIALLY
NAME OF INDIVIDUAL AGE PAST 5 YEARS AND POSITIONS WITH KIT OF BENEFICIAL OWNERSHIP OWNED
- ------------------ --- ---------------------------------------- ----------------------- ----------------

Dan Pocapalia.......... 85 Director of KIT since 1947; Chairman of 505,984(l)(2) 49.3%
the Board and Chief Executive Officer of
KIT since 1971; President of KIT from
1956 to 1978, and from November 1983 to
June 1999, and from April 2001 to
present.
Bruce K. Skinner....... 54 Vice President and Treasurer of KIT 345 *
since September 1997; Corporate
Controller of KIT from 1985 to June
1997.
Matthew S. Pulizzi..... 58 Vice President -- Customer Relations of 0 *
KIT since March 1982; Vice President
Insurance and Legal Affairs of KIT from
1980 to March 1982; Director of
Insurance and Legal Affairs of KIT from
1977 to 1980; Assistant to the President
of KIT from 1976 to 1977.
Marlyce A. Faldetta.... 66 Corporate Secretary of KIT since 1975. 101 *
</Table>

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

* Represents less than 1% of the outstanding shares.

(2) Includes 10,000 shares held of record by J.B.D. Partnership of which Mr.
Pocapalia owns 69%.

APPOINTMENT OF INDEPENDENT ACCOUNTANTS

The firm of PricewaterhouseCoopers LLP will serve KIT as independent
accountants for the fiscal year ending October 31, 2002. The appointment of this
firm was approved by the Audit Committee of the Board of Directors. Prior to its
merger with PriceWaterhouse, L.L.P., the firm of Coopers & Lybrand L.L.P. had
served as independent accountants for KIT since 1972. Representatives of
PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting and
will have the opportunity to make a statement and to respond to appropriate
questions.

ANNUAL REPORT

KIT's Annual Report to Shareholders, containing audited financial
statements for the fiscal years ended October 31, 2001 and 2000 accompanies or
has preceded the mailing of this Proxy Statement. UPON YOUR WRITTEN REQUEST, KIT
WILL SEND YOU, WITHOUT CHARGE, A COPY OF THE ANNUAL REPORT ON FORM 10-K FOR THE
FISCAL YEAR ENDED OCTOBER 31, 2001, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO, WHICH KIT IS FILING WITH THE SECURITIES AND EXCHANGE
COMMISSION. THE WRITTEN REQUEST MUST BE DIRECTED TO THE ATTENTION OF THE
CORPORATE SECRETARY OF KIT, AT THE ADDRESS OF KIT SET FORTH ON THE FIRST PAGE OF
THIS PROXY STATEMENT.

PROPOSALS OF SHAREHOLDERS

Shareholder proposals intended to be considered at KIT's 2003 Annual
Meeting of Shareholders must be received by the Secretary of KIT at its
principal executive offices no later than October 29, 2002 in order to be
considered for inclusion in KIT's Proxy Statement and form of proxy relating to
that meeting. If a shareholder notifies KIT of such shareholder's intent to
present a proposal for consideration at KIT's 2003 Annual Meeting of
Shareholders after January 11, 2003, KIT, acting through the persons named as
proxies in the proxy materials for such meeting, may exercise discretionary
voting authority with respect to such proposal without including information
regarding such proposal in its proxy materials.

OTHER MATTERS

At the time of the preparation of this Proxy Statement, the Board of
Directors knows of no other matters which will be acted upon at the Annual
Meeting. If any other matters are properly presented for action at the Annual
Meeting or at any adjournment thereof, it is intended that the proxies will be
voted with respect thereto in accordance with the best judgment and in the
discretion of the proxy holders.

ADDITIONAL INFORMATION

KIT files annual, quarterly and special reports, proxy statements and other
information with the Commission. You may read and copy any reports, statements
and other information KIT files at the Commission's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the
Commission at 1-800-SEC-0330 for further information on the public reference
rooms. KIT's Commission filings are also available to the public from commercial
document retrieval services and at the web site maintained by the Commission at
http://www.sec.gov.

By Order of the Board of Directors,

KIT MANUFACTURING COMPANY

/s/ Marlyce A. Faldetta
MARLYCE A. FALDETTA
Corporate Secretary

Long Beach, California
February 25, 2002

PROXY

KIT MANUFACTURING COMPANY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints Dan Pocapalia and Marlyce A. Faldetta, and each of
them, proxies with full power of substitution, to vote all shares of Common
Stock of KIT Manufacturing Company ("KIT") held of record by the undersigned as
of February 5, 2002, the record date with respect to this solicitation, at KIT's
Annual Meeting of Shareholders to be held at the Long Beach Airport Marriott,
4700 Airport Plaza Drive, Long Beach, California 90815, on Tuesday, March 12,
2002 at 9:00 a.m., local time, or at any adjournment thereof, upon the following
matters:

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)

- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -

Please mark
your votes as
indicated in
this example. [X]

FOR WITHHOLD
EACH NOMINEE LISTED AUTHORITY
BELOW (EXCEPT AS TO VOTE FOR EACH
NOTED TO THE CONTRARY) NOMINEE LISTED BELOW

1. ELECTION OF DIRECTORS [ ] [ ]

Nominees: 01 Dan Pocapalia, 02 Fred W. Chel,
03 Frank S. Chan, Jr., 04 John W. H. Hinrichs
and 05 John F. Zaccaro

(Instructions: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)

_______________________________________________________________________________

2. OTHER MATTERS in their discretion, the proxies are authorized to vote upon
such other business as may properly come before the meeting or any
adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR
PROPOSAL (1) ABOVE. IF ANY NOMINEE DECLINES OR IS UNABLE TO SERVE AS A
DIRECTOR, THEN THE PERSONS NAMED AS PROXIES SHALL HAVE FULL DISCRETION TO VOTE
FOR ANY OTHER PERSON DESIGNATED BY THE BOARD OF DIRECTORS.

Signature(s) of shareholder(s)_______________________ Dated ___________, 2002
(Your signature should conform to your name as printed hereon. Co-owners should
all sign.)

FOLD AND DETACH HERE