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                                                                    EXHIBIT 99.3

                Modtech Announces Closing of Merger Transaction

     PERRIS, Calif., Feb. 17/PRNewswire/ -- Modtech, Inc. (Nasdaq: MODJ) today 
announced the closing of its previously announced merger transaction pursuant 
to which Modtech has acquired SPI Manufacturing, Inc and formed a new holding 
company, Modtech Holdings, Inc.

     Evan M. Gruber, CEO of Modtech, announced that the transaction closed at 
the end of business on Tuesday, February 16th. Modtech Holdings has entered 
into a new $100 million credit facility to finance the merger, to provide 
working capital needs and to provide up to $25 million to fund future 
acquisitions.

     Shareholders at the close of business on February 16th, will be entitled to
receive shares of Modtech Holdings, Inc. and cash, as detailed in Modtech's 
Proxy Statement for the merger transaction. New share certificates and cash 
will be distributed by the Exchange Agent, ChaseMellon Shareholder Services. 
Shareholders with questions concerning the distribution of cash and share 
certificates can call the Exchange agent at 800-414-2879. Shares of Modtech 
Holdings, Inc. will begin trading on Nasdaq on Wednesday, February 17th. For a 
limited period of time, they will trade under the symbol MODTD, and thereafter 
under Modtech's old symbol, MODT.

     Mr. Gruber said, "We are pleased to announce the merger closing and look 
forward to continuing to provide the highest level of service to Modtech and 
SPI's customer base through our new combined company. We believe our company 
is now well positioned as a leading provider of relocatable classrooms and 
commercial modular structures throughout the Western and Southwestern United 
States."

     This release may include "forward-looking statements" with the meaning of 
Section 27A of the Securities Act of 1933, as amended and Section 21E of the 
Securities Exchange Act of 1934, as amended. Although the Company believes that 
the expectations reflected in such forward-looking statements are reasonable, 
it can give no assurance that such expectations reflected in such 
forward-looking statements will prove to have been correct. The Company's actual
results could differ materially from those anticipated in the forward-looking 
statements as a result of certain factors including sales levels, distribution 
and competition trends and other market factors.

     Modtech Holdings, Inc. designs, manufactures and installs modular 
relocatable classrooms and other modular buildings for commercial use.

SOURCE  Modtech, Inc.
        -0-                        2/17/99
        /CONTACT:  Evan M. Gruber, CEO of Modtech Holdings, Inc., 909-943-4014/
        (MODT MODTD)