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
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

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

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

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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:

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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 13, 2001
------------------------

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 13, 2001, 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, 2001, 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 27, 2001
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KIT MANUFACTURING COMPANY
530 EAST WARDLOW ROAD
P.O. BOX 848
LONG BEACH, CALIFORNIA 90801
------------------------

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 13, 2001
------------------------

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 13, 2001, 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 27, 2001. 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, 2001, 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

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"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.

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SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT

The following table sets forth, as of February 2, 2001, 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 officers as a group.
Except as otherwise indicated, beneficial ownership includes both voting power
and investment power.

SECURITY OWNERSHIP TABLE

NAME AND ADDRESS AMOUNT AND NATURE PERCENT OF CLASS
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP BENEFICIALLY OWNED
------------------- ----------------------- ------------------

Dan Pocapalia................................... 539,928 shares(1)(2)(3) 50.9%
c/o KIT Manufacturing Company
530 East Wardlow Road
Long Beach, CA 90801
Michael J. Seaman............................... 55,000 shares(4) 5.4%
78610 Coco Bay Drive,
Naples, FL 34108
Dimensional Fund Advisors, Inc. ................ 53,900 shares(5) 5.2%
1299 Ocean Avenue, Eleventh Floor
Santa Monica, CA 90401
Prudential Insurance Co. of America............. 59,048 shares(6) 5.7%
751 Broad Street
Newark, NJ 07102
Directors and Officers
as a group (nine persons)..................... 564,774 shares(2)(3)(7) 52.3%

- - ---------------
(1) Includes 33,944 shares subject to options held by Mr. Pocapalia which are
exercisable on or before April 6, 2001.

(2) 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.

(3) 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%.

(4) According to information provided by Michael J. Seaman, Mr. Seaman and
members of his immediate family own 55,000 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.

(5) According to information provided by Dimensional Fund Advisors, Inc., a
registered investment advisor ("Dimensional"), as of February 2, 2001,
Dimensional is deemed to have beneficial ownership of 53,900 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

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DFA Participation Group Trust, investment vehicles for qualified employee
benefit plans, all of which Dimensional serves as investment manager.
Dimensional disclaims beneficial ownership of all such shares. Dimensional
has sole voting and sole dispositive power as to the 53,900 such shares.

(6) According to information provided 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 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.

(7) Includes 51,944 shares subject to options held by the directors and officers
as a group which are exercisable on or before April 6, 2001.

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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,
2001 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 2000 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, 2001. Except as otherwise indicated,
beneficial ownership includes both voting power and investment power.

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

Dan Pocapalia........... 84 Director of KIT since 1947; Chairman 539,928(l)(2)(3) 50.9%
of the Board and Chief Executive
Officer of KIT since 1971; President
of KIT from 1956 to 1978 and from
November 1983 to June 1999.
Fred W. Chel............ 71 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.
Frank S. Chan, Jr. ..... 56 Director of KIT since 1993; 300 *
Certified 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.

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John W. H. Hinrichs..... 62 Director of KIT since 1994; Senior 1,000 *
Vice President and Cashier of
Farmers & Merchants Bank of Long
Beach since 1964; 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......... 66 Director of KIT since 1994; 100 *
President 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).

- - ---------------
* Represents less than 1% of the outstanding shares.

(1) Includes 33,944 shares subject to options held by Mr. Pocapalia which are
exercisable on or before April 6, 2001.

(3) 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 2000, all directors attended 100% of the Board of Directors
meetings held. The Board of Directors of KIT held 4 meetings during the fiscal
year ended October 31, 2000.

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 2000 fiscal year, the Audit
Committee held three 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 2000.

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

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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 $6,000, 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 2000 all Section 16 filing
requirements applicable to its officers, directors and 10% beneficial owners
were complied with by such persons.

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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, 2000, 1999 and 1998 to the Chief Executive
Officer and all other officers of KIT who earned more than $100,000 in combined
salary and bonus in the fiscal year ended October 31, 2000:

SUMMARY COMPENSATION TABLE

LONG TERM
COMPENSATION(2)
ANNUAL COMPENSATION(L) ---------------
---------------------- OPTIONS ALL OTHER
NAME YEAR SALARY BONUS GRANTED COMPENSATION
---- ---- --------- --------- --------------- ------------

Dan Pocapalia...................... 2000 $200,000 $ 0 0 $6,000(4)
Chairman and 1999 200,000 34,000 0 6,000(4)
Chief Executive Officer 1998 15,000(3) 200,000 0 6,000(4)
Harold D. Breach................... 2000 $130,000 $ 0 0 $1,404(5)
President and General Manager 1999 64,275 94,552 40,000 0

- - ---------------
(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.

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

(5) Group-term life insurance premiums.

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SUMMARY OF OPTIONS EXERCISED

The following table provides information with respect to the exercise of
stock options during the most recently completed fiscal year by the Chief
Executive Officer and all other officers of KIT who earned more than $100,000 in
combined salary and bonus in the fiscal year ended October 31, 2000 and the
year-end value of unexercised options held by such individuals.

OPTION EXERCISES AND YEAR-END VALUE TABLE
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUE

NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FISCAL YEAR-END(L) FISCAL YEAR-END(2)
SHARES ------------------ ------------------
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
---- ----------- -------- ------------------ ------------------
(#) ($) (#) ($)

Dan Pocapalia................... 0 0 33,944(3)/0 $0/$0
Harold D. Breach................ 0 0 10,000/30,000 0/0

- - ---------------
(1) Granted pursuant to KIT's 1994 Stock Option Plan. The options become
exercisable subject to a four-year vesting schedule with 25% of the total
grant becoming exercisable one year after the effective date of the grant
(the "Award Date") and an additional 25% of the options becoming exercisable
on each successive anniversary of the Award Date. No shares may be purchased
by exercise of the option until the expiration of six months after the Award
Date. Except as otherwise noted, all options listed below are Incentive
Stock Options (as such term is defined in the 1994 Stock Option Plan).

(2) Market value of the securities underlying the options at exercise date or
year-end, as the case may be, minus the exercise or base price of
"in-the-money" options.

(3) These are Non-Qualified Stock Options as such term is defined in the 1994
Stock Option Plan.

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.

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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 which 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 comprised 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 its competition. While the
Compensation Committee has no information that this solicitation process will
influence KIT's management group, it believes that KIT currently is

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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 2001. 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 who earned more than $1,000,000 in combined salary
and bonus during the 2000 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

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 2000 fiscal year, the Audit Committee
held 3 meetings. Each of the members of the Audit

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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 that is included in this proxy statement as Appendix A.

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, 2000. 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, 2000.

Audit Committee

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

AUDIT FEES

Audit fees to PricewaterhouseCoopers LLP for the fiscal year ended October
31, 2000 and the reviews of Form 10-Q are $84,660 of which an aggregate amount
of $12,660 has been billed through October 31, 2000.

ALL OTHER FEES

Other fees to PricewaterhouseCoopers LLP for the fiscal year ended October
31, 2000 were $8,030 for the research of tax related issues and $10,880 audit
fees for the Company's 401(k) plan. The Audit Committee has considered whether
the provision of services, other than audit services, is compatible with
maintaining the independence of KIT's principal accountant.

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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.

[PERFORMANCE GRAPH]

--------------------------------------------------------------------------------
Oct 95 Oct 96 Oct 97 Oct 98 Oct 99 Oct 00
--------------------------------------------------------------------------------

KIT MANUFACTURING 100 95.83 76.04 40.1 34.38 40.63
S&P 500 INDEX 100 124.09 163.94 200 251.33 266.65
PEER GROUP 100 166.52 153.69 174.58 129.82 83.54
--------------------------------------------------------------------------------

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

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EXECUTIVE OFFICERS

The following table provides information as of February 5, 2001, 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.

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

Dan Pocapalia........... 84 Director of KIT since 1947; 539,928(l)(2)(3) 50.9%
Chairman of the Board and
Chief Executive Officer of
KIT since 1971; President of
KIT from 1956 to 1978 and
from November 1983 to June
1999.
Bruce K. Skinner........ 53 Vice President and Treasurer 345 *
of KIT since September 1997;
Corporate Controller of KIT
from 1985 to June 1997.
Harold D. Breach........ 65 President and General Manager 11,000(4) 1.1%
of KIT since June 1999;
General Manager of KIT
manufactured housing plant
from December 1995 to June
1999. Assistant to Executive
Vice President from October
1995 to December 1995. 1994
to 1995 Division Manager,
Magnolia Homes, Vicksburg,
MS. 1990 to 1993 Division
Manager Skyline Homes,
Woodland, CA.
Matthew S. Pulizzi...... 57 Vice President -- Customer 5,000(5) *
Relations of 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..... 65 Corporate Secretary of KIT 3,101(6) *
since 1975.

- - ---------------
* Represents less than 1% of the outstanding shares.

(1) Includes 33,944 shares subject to options held by Mr. Pocapalia which are
exercisable on or before April 6, 2001.

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

(4) Includes 10,000 shares subject to options held by Mr. Breach which are
exercisable on or before April 6, 2001.

(5) Includes 5,000 shares subject to options held by Mr. Pulizzi which are
exercisable on or before April 6, 2001.

(6) Includes 3,000 shares subject to options held by Ms. Faldetta which are
exercisable on or before April 6, 2001.

APPOINTMENT OF INDEPENDENT ACCOUNTANTS

The firm of PricewaterhouseCoopers LLP will serve KIT as independent
accountants for the fiscal year ending October 31, 2001. 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, 2000 and 1999 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, 2000, 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 2002 Annual
Meeting of Shareholders must be received by the Secretary of KIT at its
principal executive offices no later than October 30, 2001 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 2002 Annual Meeting of
Shareholders after January 11, 2002, 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.

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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 27, 2001

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APPENDIX A

KIT MANUFACTURING COMPANY

AUDIT COMMITTEE CHARTER

The Audit Committee (the Committee) shall provide assistance to the
corporate directors in fulfilling their responsibility to the shareholders,
potential shareholders, and investment community relating to corporate
accounting, reporting practices of the Company, and the quality and integrity of
the Company's financial reports. The Committee shall consist of at least three
outside directors. Each member of the Committee shall be appointed by the
company's Board of Directors; and each member shall meet the independence and
experience requirements of the American Stock Exchange and one member will have
the accounting or related financial management experience required by such
exchange.

GENERAL RESPONSIBILITIES

1. Appoint one member of the Committee as its Chairperson.

2. Report Committee actions to the full Board of Directors and make appropriate
recommendations.

3. In its discretion, conduct or authorize investigations into matters within
its scope of responsibility and, if the Committee deems appropriate, retain
independent counsel, accountants or other specialists to assist in the
conduct of any such investigations.

4. Meet at least two times each year, or more frequently as circumstances
require. The Chairperson of the Committee may call a Committee meeting
whenever deemed necessary. The Committee may ask members of management, the
company's independent accountants or others to attend meetings and may
request any information it deems relevant from management or the company's
independent accountants.

5. Meet with the company's controller, treasurer and independent accountants to
discuss any matters the Committee believes should be discussed privately.

6. Review with the Company's counsel, any legal matter that could have a
significant impact on the Company's financial statements.

7. Review and reassess the adequacy of the Committee's Charter and submit the
Charter for review and approval by the Board of Directors on an annual basis.

RESPONSIBILITIES REGARDING THE ENGAGEMENT OF THE INDEPENDENT ACCOUNTANTS

1. Review and recommend to the Board of Directors the independent accountants to
be selected to audit the Company's annual financial statements. The Committee
will also review and approve dismissal of the independent accountants

2. Review and approve requests for any significant management consulting
engagements to be performed by the independent accountants selected to do the
annual audit.

3. Ensure the independent accountants deliver to the Committee annually a formal
written statement delineating all relationships between the independent
accountants and the Company, addressing at

A-1
20

least the matters set forth in Independent Standards Board Standard No. 1;
discuss with the independent accountants any relationship or services
disclosed in such statement that may impact the objectivity and independence
of the Company's independent accountants; and recommend that the Board of
Directors take appropriate action in response to this statement to oversee
the independent accountants' independence.

RESPONSIBILITIES FOR REVIEWING INTERNAL AUDITS, THE ANNUAL EXTERNAL AUDIT AND
THE REVIEW OF FINANCIAL STATEMENTS

1. Request periodically the independent accountants to confirm that they are
accountable to the Board of Directors and the Committee.

2. Review the scope, nature and rigor of internal and external audits with the
Company's management and independent accountants.

3. After completion of the annual audit examination, review and discuss with the
Company's management and independent accountants:

a. The Company's annual financial statements and footnotes.

b. The independent accountants' audit of and report on the financial
statements.

c. The qualitative judgments about the appropriateness and acceptability of
accounting principles, financial disclosures and underlying estimates.

d. Any significant difficulties or disputes with management encountered
during the course of the audit.

e. Any other matters about the audit procedures or findings that Generally
Accepted Accounting Standards (GARS) require the independent accountants
to discuss with the Committee.

4. Recommend to the Board of Directors that the Company's audited financial
statements be included in the Company's Form 10-K.

5. Review with the Company's management and independent accountants the
financial statements to be included in the company's Form 10-Q prior to its
filing. The Chairperson of the Committee may represent the entire Committee
for purposes of this review.

6. Discuss with the company's management and independent accountants the quality
and adequacy of the Company's internal accounting controls.

7. Report Committee's activities to the full board and issue annually
(commencing in 2001 a report to be included in the Company's proxy statement
for submission to the shareholders).

A-2
21
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, 2001, 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 13, 2001 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

FOR WITHHOLD Please mark
each nominee listed AUTHORITY your votes as
below (except as to vote for each indicated in [X]
noted to the contrary) nominee listed below this example.
1. ELECTION OF DIRECTORS [ ] [ ]

Nominees: Dan Pocapalia, Fred W. Chel,
Frank S. Chan, Jr., John W. H. Hinrichs
and 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 _____, 2001
(Your signature should conform to your name as printed hereon. Co-owners
should all sign.)

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