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 Pursuant to ss.420.14a-11(c) or ss.240.14a-12

DECORATOR INDUSTRIES, INC.
--------------------------
(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 O-11.

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule O-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.

DECORATOR INDUSTRIES, INC.
10011 PINES BOULEVARD
PEMBROKE PINES, FL 33024

NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD MAY 25, 2005

TO THE STOCKHOLDERS OF DECORATOR INDUSTRIES, INC.

Notice is hereby given that the annual meeting of the stockholders of
Decorator Industries, Inc. will be held at Suite 201, 10011 Pines Blvd.,
Pembroke Pines, Florida, on May 25, 2005 at 9:30 A.M., local time, for the
purpose of:

(a) Electing two directors.

(b) Transacting such other business as may properly come before the
meeting or any adjournment thereof.

The Board of Directors fixed the close of business on April 29, 2005 as
the record date for the determination of stockholders entitled to notice of and
to vote at the annual meeting.

Copies of the Company's proxy statement for the meeting and annual
report to stockholders for the fiscal year ended January 1, 2005 are furnished
herewith.

PLEASE SIGN AND RETURN PROMPTLY THE ENCLOSED PROXY IN THE ENVELOPE
PROVIDED. NO POSTAGE IS REQUIRED FOR MAILING IN THE UNITED STATES. YOUR PROMPT
COMPLIANCE WITH THIS REQUEST WILL BE APPRECIATED AND WILL ASSIST IN OBTAINING A
QUORUM. YOUR PROXY MAY BE WITHDRAWN AT ANY TIME PRIOR TO ITS EXERCISE BY GIVING
NOTICE TO THE UNDERSIGNED.

By Order of the Board of Directors

MICHAEL K. SOLOMON
Secretary

May 2, 2005

PROXY STATEMENT

DECORATOR INDUSTRIES, INC.
10011 Pines Boulevard
Pembroke Pines, FL 33024

May 2, 2005

This statement is furnished in connection with the solicitation of
proxies to be used at the annual meeting of stockholders of Decorator
Industries, Inc. (the "Company"), to be held May 25, 2005 at the place and time
and for the purposes set forth in the foregoing Notice of Annual Meeting, and at
any adjournment thereof. This proxy statement and the enclosed form of proxy and
annual report for 2004 were mailed to stockholders on or about May 2, 2005.

Proxies in the form enclosed are solicited on behalf of the Board of
Directors of the Company. The cost of preparing, assembling and mailing the
notice of annual meeting, proxy statement and form of proxy is to be borne by
the Company. In addition to the solicitation of proxies by use of the mails,
directors, officers or other employees of the Company may solicit proxies
personally or by telephone or other means and the Company may request certain
persons holding stock in their names or in the names of their nominees to obtain
proxies from and send proxy material to the principals and will reimburse such
persons for their expenses in so doing.

The accompanying proxy may be revoked by the stockholder at any time
prior to its use by giving notice of such revocation either personally or in
writing to Michael K. Solomon, Secretary of the Company, 10011 Pines Blvd. Suite
201, Pembroke Pines, FL 33024. Unless the proxy shall have been properly
revoked, the shares represented by proxies in the enclosed form will be voted.
Each such proxy will be voted as directed, but if no direction is indicated, it
will be voted FOR the election of the Board of Directors' nominees named below.

Only holders of record of the Company's Common Stock, par value $.20
per share ("Common Stock"), at the close of business on April 29, 2005 will be
entitled to vote at the meeting. As of April 20, 2005, there were 2,879,829
shares of Common Stock outstanding, the holders of which are entitled to one
vote per share, except for cumulative voting in the election of directors, as
explained below.

A quorum for the transaction of business at the annual meeting will
require the presence, in person or by proxy, of stockholders entitled to cast at
least a majority of the total number of votes entitled to be cast at the
meeting. Directors will be elected at the meeting by a plurality of the votes
cast. Abstentions and broker non-votes are counted as shares present for
determination of a quorum but are not counted as affirmative or negative votes
and are not counted in determining the number of votes cast on any matter.

Stockholders are entitled to cumulative voting in the election of
directors, which means that a stockholder is entitled to a number of votes equal
to the number of shares held by such stockholder multiplied by the number of
directors to be elected, and the stockholder may cast all of such votes for one
nominee or divide them between the two nominees.

ELECTION OF DIRECTORS

The Board of Directors consists of three classes of directors with
staggered terms. A purpose of the meeting is the election of two directors to
serve for a term of three years. The last two columns of the tables below give
information regarding the Common Stock beneficially owned by the nominee or
director as of the close of business on April 20, 2005. The percentages in the
last column were computed by dividing the number of shares beneficially owned by
the total of the number of shares of Common Stock outstanding and the number of
shares of Common Stock, if any, which the named nominee or director was entitled
to acquire within 60 days of April 20, 2005 through the exercise of stock
options. Mr. Bassett is trustee of the Trust under the Stock Plan for
Non-Employee Directors (the "Trust").

NOMINEES FOR ELECTION AS DIRECTORS
Information regarding the nominees for election as directors is set
forth below:

Common Shares Percent
Director Beneficially of
Name Age Principal Occupation Since Owned Class
---- --- -------------------- ----- ----- -----

William C. Dixon 47 President and CEO of 2002 1,000(1) --
Barnes Furniture Co.,
Inc.

Terrence H. Murphy 54 Attorney -- -- --

- -------------------
(1) Excludes shares held in the Trust for his account.

William C. Dixon was appointed as a director in November 2002. He has
been President and CEO of Barnes Furniture Co., Inc. since 1998. Barnes is a
privately held retail furniture company. In addition, Mr. Dixon is President and
50% owner of BFD of Metro Washington, Inc. BFD was established in 2002 and
operates furniture stores in the Washington, DC market. Mr. Dixon is the nephew
of William A. Bassett.

Terrence H. Murphy is a shareholder in Klett Rooney Lieber & Schorling,
a Professional Corporation, a law firm with offices in Pittsburgh, Philadelphia
and Harrisburg, Pennsylvania, and other cities. Mr. Murphy is Co-Chair of the
firm's Labor and Employment Law Group and has held that position for more than
five years. Klett Rooney Lieber & Schorling serves as legal counsel to the
Company.

The above persons were nominated for the office of director by the
present Board of Directors, upon the recommendation of the Nominating Committee.
Such persons have advised the Company that they are willing to serve as
directors for the term for which they are standing for election. If at the time
of the meeting either of the nominees should be unable or unwilling to serve as
a director for any reason, it is intended that the enclosed proxy will be voted
for the election of such person, if any, as is designated by the Board of
Directors to replace such nominee, unless the proxy withholds authority to vote
for nominees.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOREGOING NOMINEES.

DIRECTORS WHOSE TERMS CONTINUE AFTER THE MEETING
Information regarding the directors whose terms of office continue
after the annual meeting is set forth below:

Common Shares Percent
Director Term Beneficially of
Name Age Principal Occupation Since Expires Owned Class
---- --- -------------------- ----- ------- ----- -----

William A. Bassett 68 Chairman of the Board, 1980 2007 368,540(1) 12.44%
President and Chief Executive
Officer of the Company

William A. Bassett, as 66,784(2) 2.32%
Trustee for the Trust

Thomas L. Dusthimer 70 Consultant to and Director 1997 2007 1,250(3) --
of Key Bank Elkhart

Joseph N. Ellis 76 Management Consultant 1993 2006 2,500(3) --

Ellen Downey 52 Management Consultant 1997 2006 1,562(3) --

- ---------------------
(1) Includes 77,082 optioned shares which may be acquired within 60 days.
(2) Mr. Bassett disclaims beneficial ownership of these shares.
(3) Excludes shares held in the Trust for his or her account.

William A. Bassett has been President of the Company since 1980, Chief
Executive Officer since 1993 and Chairman of the Board since 1994.

Joseph N. Ellis founded La Salle-Deitch Co., Inc., a distributor of
products for the manufactured housing and recreational vehicle industry in 1963,
and served as its President, Chief Executive Officer and Chairman from 1971
until his retirement in 1992.

Ellen Downey was employed by Ryder Systems, Inc. in various financial
positions from 1978 to 1991 and from 1991 to 1993 served as Vice President and
Treasurer of that company.

Thomas L. Dusthimer has served as a consultant to and director of Key
Bank (Elkhart, Indiana District) since 1992. From 1973 until his retirement in
1992, Mr. Dusthimer served in various executive positions, including President,
Chief Executive Officer and Chairman, with Ameritrust Indiana Corporation and
Ameritrust National Bank.

At April 5, 2005, the officers and directors of the Company as a group
had sole or shared voting or investment power as to 440,423 shares of the
Company's Common Stock, which together with 114,972 optioned shares that could
be acquired within 60 days after April 5, 2005, would constitute 18.55% of the
total shares then outstanding.

DIRECTOR INDEPENDENCE
All directors and nominees for director, except Mr. Bassett, are
independent as defined in the Company Guide of the American Stock Exchange LLC.

ATTENDANCE AT STOCKHOLDER MEETINGS
Directors are expected to attend all stockholder meetings if reasonably
possible. All members of the Board attended the 2004 annual meeting of
stockholders.

CODE OF ETHICS
The Company has adopted a Code of Conduct and Ethics which covers all
directors, officers, and managers of the Company. It was filed as Exhibit 14 to
the Company's Annual Report on Form 10-K for the fiscal year ended January 3,
2004.

BOARD AND COMMITTEE MEETINGS

The Board of Directors has the following committees: Audit Committee,
Compensation Committee, and Nominating Committee.

During the fiscal year 2004, the Board of Directors held four
meetings.

The Audit Committee consists of Joseph N. Ellis (Chairman), Ellen
Downey, Thomas L. Dusthimer and William C. Dixon. The Audit Committee met four
times during 2004. See "Audit Committee Report" herein.

The Compensation Committee consists of Thomas L. Dusthimer (Chairman),
Joseph N. Ellis, and Ellen Downey. The function of the Compensation Committee is
to determine the salary, bonus and benefits for the Chief Executive Officer of
the Company and to recommend to the Board the salary, bonus and benefits for all
other officers. The Compensation Committee held two meetings in 2004.

The Nominating Committee consists of Ellen Downey (Chairwoman), Joseph
N. Ellis, and Thomas L. Dusthimer. The function of the Nominating Committee is
to recommend to the Board persons to be nominated by the Board for election as
directors and persons to be elected by the Board to fill any vacancies on the
Board. The Nominating Committee met once in 2004. See "Nominating Committee
Report" herein.

During the year 2004, all directors attended more than 75% of the total
number of meetings of the Board of Directors and the committees of which he or
she was a member.

DIRECTOR COMPENSATION

Commencing in 2004, directors who are not employees of the Company are
paid an annual retainer fee of $11,000 for their scheduled services as
directors, which includes four meetings per year. Directors are paid $2,000 for
each additional meeting. Members of the Audit Committee are paid ($2,000 per
meeting for chairman and $1,500 per meeting for other members) for attending
Audit Committee meetings. All fees are paid quarterly in shares of the Company's
Common Stock valued at their closing price on the American Stock Exchange on the
third business day following the release of sales and earnings for the preceding
fiscal year. Under the Company's Stock Plan for Non-Employee Directors, such
directors may elect to defer receipt of their shares, until after they leave the
Board, by having them delivered to the Trust established under the Plan.

PRINCIPAL STOCKHOLDERS

See "Directors Whose Terms Continue After the Meeting" above for the
stockholding of William A. Bassett, Chairman of the Board, President and Chief
Executive Officer of the Company.

FMR Corp. of Boston, Massachusetts, furnished the Company a copy of its
Schedule 13G dated February 14, 2002 in which it reported that as of December
31, 2001 Fidelity Management & Research Company, a wholly-owned subsidiary of
FMR Corp. and a registered investment adviser, had sole investment power with
respect to 279,715 shares (9.71%) of the Company's Common Stock. No further
Schedules 13G have been received by the Company from FMR Corp.

Robert E. Robotti of New York, New York has reported on his Schedule
13G dated February 14, 2005 shared voting and dispositive power with respect to
552,181 shares (19.17%) of the Company's Common Stock, including 325,651 shares
reported by Robotti & Company Advisors, LLC and 217,318 shares reported by The
Ravenswood Investment Company, L.P., and Kenneth R. Wasiak of New York, New York
reported on the same Schedule 13G shared voting and dispositive power with
respect to 222,083 of those shares (7.71%).

EXECUTIVE COMPENSATION

EMPLOYMENT AGREEMENTS
The Company amended its employment agreement with Mr. Bassett in July
2003 and in May 2004. The amendments extended his employment until December 31,
2007 (the "First Term"). For the five years commencing January 1, 2008, the
Company will employ Mr. Bassett as an employee/consultant (the "Second Term").
His salary during the First Term shall be no less than $336,000 per annum, to be
payable no less frequently than equal monthly installments. He will be eligible
for annual increases and bonuses commensurate with his and the Company's
performance during the preceding year, the payment and amount of which is to be
at the discretion of the Compensation Committee of the Board of Directors.

During the Second Term, Mr. Bassett will receive compensation of at
least 70% of either his salary for 2007, or the average of his salary for 2005,
2006, and 2007, whichever is greater, payable in not less than equal monthly
installments. In addition, the Company will maintain a long term care policy for
Mr. Bassett and his wife for the Second Term. The Company shall also continue,
maintain and pay the premiums on a $1,000,000 insurance policy and a $1,000,000
key man insurance policy on the life of Mr. Bassett, the proceeds of which key
man insurance less the death benefits payable under the terms of his employment
agreement, shall be payable to Mr. Bassett or his personal representative or
named beneficiary.

ANNUAL COMPENSATION AND STOCK OPTIONS
The following table shows the compensation of certain executive
officers of the Company (the "Named Executive Officers") for each of the last
three fiscal years.

SUMMARY COMPENSATION TABLE

Long-term
Compensation
Annual Compensation Awards
------------------- ------

Name and Fiscal Optioned All Other
Principal Position Year Salary($)(1) Bonus($) Other($)(2) Shares(#)(3) Compensation(4)
- ------------------ ---- ------------ -------- ----------- ------------ ---------------

William A. Bassett 2004 336,000 64,000 * 12,500 36,734
Chairman of the Board, 2003 343,462 57,571 * -- 36,207
President and Chief 2002 320,000 28,663 44,610 31,250 27,200
Executive Officer

Michael K. Solomon 2004 136,500 22,000 * 3,200 1,637
Vice President, Treasurer 2003 130,614 20,000 * -- 1,474
and Chief Financial Officer 2002 125,000 10,000 * -- 1,349

William A. Johnson 2004 110,000 20,000 * 5,000 1,275
Controller 2003 99,423 17,500 * -- 1,114
2002 90,000 10,000 * 12,500 1,004

- --------------------
(1) The fiscal year 2003 was a 53-week fiscal period.
(2) Medical/dental reimbursement plan payments, country club memberships,
and personal use of Company vehicles. An asterisk indicates that the total
of other annual compensation for that year was less than 10% of salary and
bonus for that year.
(3) In March 2004, Mr. Bassett received an option for 12,500 shares. In March
2005, Mr. Bassett surrendered this option and did not receive any compensation
for the surrender. Mr. Bassett received an option for 31,250 shares on October
9, 2002 in exchange for the cancellation of options for 43,750 shares on March
23, 2002. Mr. Johnson received an option for 12,500 shares on October 9, 2002 in
exchange for the cancellation of options for 11,250 shares on March 23, 2002.
These exchanges were made pursuant to the Company's tender offer of February 22,
2002.
(4) Premiums paid by the Company on life and long-term disability insurance
policies, and Company contributions to the 401(k) Retirement Savings Plan.

Mr. Solomon, age 55, has been Vice President of the Company since 1994,
Treasurer and Chief Financial Officer since 1985, and Secretary since March
2005. He beneficially owns 99,559 shares of Common Stock, including 18,140
optioned shares that may be acquired within 60 days of April 29, 2005.

William A. Johnson, age 45, has been Controller of the Company since
January 1997 and an officer of the Company since June 1998. He beneficially owns
14,200 shares of Common Stock, including 13,500 optioned shares that may be
acquired within 60 days of April 29, 2005.

The Company's medical and dental reimbursement plan provides
reimbursement to the corporate and certain divisional officers of the Company
and their dependents (as defined in Section 152 of the Internal Revenue Code)
for their medical and dental expenses. Benefits under the plan are limited to
10% of the participant's compensation during the plan year. The plan also
prohibits any participant from receiving "double reimbursement"; i.e., if a
participant receives reimbursement from another source, he or she must remit to
the Company benefits received under the plan.

On September 1, 1998 the Company began a 401(k) Retirement Savings Plan
available to all eligible employees. To be eligible for the plan, the employee
must be at least 21 years of age and have completed one year of employment.
Eligible employees may contribute up to 75% of their earnings with a maximum of
$13,000 for 2004 ($16,000 for employees over 50 years of age) based on the
Internal Revenue Service annual contribution limit. The Company will match 25%
of the first 4% of the employee's contributions up to 1% of the employee's
earnings. Contributions are invested at the direction of the employee in one or
more funds. Company contributions begin to vest after two years.

On April 3, 1995 the Board of Directors adopted, and on June 5, 1995
the stockholders approved, the Company's 1995 Incentive Stock Option Plan (the
"1995 Plan") which has a term of ten years. The 1995 Plan authorizes the
issuance of up to 520,830 shares (as adjusted for stock splits) of Common Stock
pursuant to stock options granted to key employees of the Company. The purchase
price of optioned shares must be the fair market value of the Common Stock on
the date of grant, and the maximum term of the options is ten years; in the case
of options granted to employees who own more than 10% of the outstanding Common
Stock, however, the purchase price must be 110% of the fair market value of the
Common Stock on the date of grant and the term of the option cannot exceed five
years. The number of shares that may be issued under the 1995 Plan, the number
of optioned shares and the purchase price per share are subject to adjustment
for stock splits, stock dividends, reclassifications and the like.

The following table sets forth information concerning the grant of
stock options during the fiscal year 2004 to the Named Executive Officers
pursuant to the 1995 Plan.

OPTION GRANTS IN LAST FISCAL YEAR

Number of % of Total Exercise Expiration Potential Realizable Value(1)
Name Shares Optioned Shares Optioned Price Date 5% 10%
- ---- --------------- --------------- ----- ---- -- ---

William A. Bassett 12,500(2) 17.93% $8.86 3/5/09 $17,760 $51,434

Michael K. Solomon 3,200 4.59% $8.06 3/5/14 $16,220 $41,106

William A. Johnson 5,000 7.17% $8.06 3/5/14 $25,344 $64,228

- ----------------------
(1) Potential realizable value is based on the assumption that the market price
of the Common Stock appreciates at the annual rates shown (compounded annually)
from the date of grant until the end of the option term. Potential realizable
value is shown net of exercise price. These numbers are calculated based on
regulations promulgated by the Securities and Exchange Commission and do not
reflect the Company's estimate of future stock price growth.
(2) These options were voluntarily surrendered by Mr. Bassett on March 31, 2005.

The following table sets forth information concerning the exercise of
stock options during fiscal year 2004 by the Named Executive Officers and the
value of their unexercised, in-the-money stock options at the end of that fiscal
year (January 1, 2005). All options outstanding at January 1, 2005, have a ten
year term, with the exception of Mr. Bassett's 2004 grant, which had a term of
five years. Mr. Bassett voluntarily surrendered his 2004 grant in March 2005.
Options granted in 1996 and 1997 vest 20% on the date of the grant and 20% each
year thereafter, and options granted in 1998 vest 20% each year beginning at the
end of the first year. The options granted in 2002 have varying vesting
schedules.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

Value of
Shared Acquired Value Optioned Shares Options At
Name on Exercise Realized at 1/1/05(#) 1/1/05($)(1)
---- ----------- -------- ------------ ------------

William A. Bassett 20,832 $66,875 83,332(2) $237,704
12,500(3)(4) --

Michael A. Solomon 9,372 $29,602 38,332(2) $72,954
3,200(3) --

William A. Johnson -- -- 12,500(2) $27,375
5,000(3) --

- ---------------------
(1) Assumes a market value of $8.05 per share, which was the closing price on
the American Stock Exchange on December 31, 2004.
(2) Exercisable.
(3) Unexercisable.
(4) These options were voluntarily surrendered by Mr. Bassett in March 2005. He
received no compensation for this surrender.

BOARD OF DIRECTORS' REPORT ON EXECUTIVE COMPENSATION

The Board of Directors has approved the salaries of the executive
officers of the Company on an annual basis. In approving the salaries, the Board
considered the size of the Company, its performance during the previous fiscal
year, the responsibilities and performance of the executive officer, and such
other factors as the directors wished to consider. No pre-determined formula or
guidelines were used, and no specific weight was given to any one factor.

The Board has also granted stock options to executive officers and
other key employees as a means of further motivating them to exert their best
efforts on behalf of the Company.

The salary and other benefits of Mr. Bassett, Chief Executive Officer
of the Company, for the fiscal years 2003 and 2004 were determined by the Board
of Directors (without Mr. Bassett's participation) upon recommendation of the
Compensation Committee, which was composed of Messrs. Ellis, Dusthimer, and Ms.
Downey. Such recommendation was based upon consideration of his and the
Company's performance during the previous fiscal year, the responsibilities of
that office, and Mr. Bassett's contributions to the growth and development of
the Company. No specific weight was given to any one of the factors considered.

For the year 2005 and subsequent years, the Compensation Committee,
composed of independent directors, will determine the salary, bonus and benefits
of the Chief Executive Officer and will recommend to the Board the salary, bonus
and benefits of the other officers of the Company. In determining the
compensation of the Chief Executive Officer, the Compensation Committee will
consider (i) the compensation package as a whole, including his or her salary,
bonus, stock options and other perquisites, (ii) his or her performance both
quantitatively and qualitatively, (iii) whether the financial goals of the
Company, including both sales growth and return on equity have been met, (iv)
the sales/revenue increases of the Company, (v) the compensation packages of
other companies of similar size and in the Company's line of business, to the
extent such information is available, and (vi) such other factors as the
Committee may deem relevant at the time.

Board of Directors: William A. Bassett, Joseph N. Ellis, William C.
Dixon, Ellen Downey, Thomas L. Dusthimer

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based on our records and other information, we believe that during the
fiscal year 2004 all of our directors and executive officers complied with the
reporting requirements of section 16(a) of the Securities Exchange Act of 1934.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors serves as a focal point
for communications among the Board, the outside auditors and management as their
duties relate to financial accounting, reporting and internal controls. It
reviews the overall plan of the annual independent audit, the financial
statements, the scope of audit procedures, the performance of the Company's
independent auditors, and the independent auditors' evaluation of internal
controls. The Audit Committee assists the Board in fulfilling its fiduciary
responsibilities as to accounting policies, financial reporting practices and
the sufficiency of auditing with respect thereto; however, management has the
primary responsibility for the financial statements and the financial reporting
process. The Audit Committee is to select the Company's outside auditors and
review and oversee any "related party transactions" with the Company.

The Board has determined that the current members of the Committee,
listed below, are "independent" as defined in Section 121A of the Company Guide
of the American Stock Exchange, and in Rule IOA3 under the Securities Exchange
Act of 1934 and that the Committee qualifies under Section 121B(2) of the
Company Guide. The Board of Directors has determined that Ellen Downey qualifies
as an "audit committee financial expert" as defined by the rules of the
Securities and Exchange Commission.

The Audit Committee has reviewed and discussed with management the
audited financial statements of the Company for the fiscal year ended January 1,
2005 and has also discussed with Louis Plung & Company, the Company's
independent auditors for that fiscal year, their judgment as to the
acceptability and quality of the Company's accounting principles and the other
matters required by Statement on Auditing Standards 61 to be discussed with the
independent auditors. In addition, the Audit Committee received from Louis Plung
& Company the written disclosures and letter required by Independence Standards
Board Standard No. 1 and has discussed with them their independence from the
Company and its management. The Committee has also considered whether the
provision of nonaudit services to the Company by Louis Plung & Company is
compatible with maintaining their independence. Based on such review and
discussions, the Audit Committee recommended to the Board that the audited
financial statements for the fiscal year ended January 1, 2005 be included in
the Company's Annual Report on Form 10-K for that fiscal year and for filing
with the Securities and Exchange Commission.

Audit Committee: Joseph N. Ellis, Chairman, Ellen Downey, Thomas L.
Dusthimer and William C. Dixon.

NOMINATING COMMITTEE REPORT

The Board of Directors has adopted a Resolution which establishes the
Nominating Committee and sets forth its functions. The Resolution provides as
follows:

The Nominating Committee of the Board of Directors shall
consist of two or more directors, each of whom shall be an
"Independent Director" as defined in the Company Guide of the
American Stock Exchange LLC ("Amex"), and no director shall
qualify as independent unless the Board affirmatively
determines that he or she does not have a material
relationship with the Company that would interfere with the
exercise of independent judgment. The Committee shall elect
its Chairperson from among its membership. The function of the
Nominating Committee shall be to recommend to the Board
persons to be nominated by the Board for election as directors
and persons to be elected by the Board to fill any vacancies
on the Board.

No employee or Floor Member of the Amex may be nominated as a
director of the Company. The Committee will consider for
recommendation to the Board nominees proposed by the
shareholders entitled to vote who deliver notice to the
Secretary of the Company not less than 45 days nor more than
75 days prior to the first anniversary of the record date for
the preceding year's annual meeting, commencing with the
annual meeting in the year 2005.

The members of the Nominating Committee shall hereafter be
Ellen Downey (Chairperson), Joseph N. Ellis, and Thomas L.
Dusthimer, each of whom is an Independent Director who has
been determined by the Board not to have a material
relationship with the Company that would interfere with the
exercise of independent judgment.

No shareholders proposed nominees for election as directors at this
annual meeting. The two nominees approved by the Board were recommended by the
Nominating Committee because of their experience and knowledge of the Company's
business and industry. The Committee considered the following factors in
evaluating proposed nominees:

o the needs of the Company with respect to the particular talents and
experience of its incumbent directors;
o the knowledge, skills and experience of the candidate, including
experience in the markets the Company services, business, finance, in
light of prevailing business conditions, and the knowledge, skills and
experience already possessed by other members of the Board;
o experience with accounting rules and practices;
o references obtained with respect to the candidate;
o the amount of time the candidate can devote to serving on the Board,
and the number of other boards and board committees on which the
candidate serves; and
o the desire to balance the considerable benefit of continuity with the
periodic injection of fresh perspectives provided by new members.

There are no stated minimum criteria for director nominees. None of the
foregoing factors is an absolute requirement. The Nominating Committee will
evaluate all of these factors, and others, as necessary to satisfy the Company's
needs and objectives at the time a candidate is being considered. The Nominating
Committee's goal is to assemble a Board of Directors that brings to the Company
a variety of perspectives and skills derived from high quality business and
professional experience.

SHAREHOLDER COMMUNICATIONS WITH DIRECTORS
- -----------------------------------------

The Board has established a process for shareholders to communicate
with members of the Board. The Chairperson of the Nominating Committee, with the
assistance of the Company's Secretary is primarily responsible for monitoring
communications from shareholders and providing copies or summaries of such
communications to the other Directors, as he or she considers appropriate.
Shareholders who wish to send communications to the Board may do so by writing:
Ellen Downey, Chairperson of the Nominating Committee, c/o the Company's
Secretary, 10011 Pines Blvd. Suite 201 Pembroke Pines, FL 33024.

PERFORMANCE GRAPH

Set forth below is a graph which compares the value for the five
calendar years ended December 31, 2004 of $100 invested at the close of trading
on December 31, 1999, in each of the following investment alternatives: (a) the
Company's Common Stock, (b) the "Russell 2000" Index, and (c) the "S & P 500"
Index. The graph has been prepared assuming the reinvestment of all cash
dividends paid during the period. The Company is not able to identify a peer
group for comparison purposes.

12/99 12/00 12/01 12/02 12/03 12/04
------ ----- ----- ------ ------ ------

DECORATOR 100.00 50.89 77.66 107.73 132.40 171.74

S & P 500 100.00 90.89 80.09 62.39 80.29 89.02

RUSSELL 2000 100.00 96.98 99.39 79.03 116.38 137.71

DISCRETIONARY AUTHORITY

At the time of mailing copies of this proxy statement to stockholders,
the election of directors was the only matter known by management that will be
presented for action at the annual meeting of stockholders. Should any other
matters come before the meeting, action may be taken thereon pursuant to proxies
in the form enclosed, which confer discretionary authority upon the persons
named therein or their substitutes with respect to any such business which may
properly come before the meeting.

CONCERNING THE AUDITORS

Louis Plung & Company are the independent public accountants of the
Company and have been selected as the Company's independent public accountants
for the current fiscal year by the Audit Committee. Representatives of such firm
are not expected to be in attendance at the annual meeting.

AUDIT FEES
The following table presents fees for professional audit services
rendered by Louis Plung & Company for the audit of the Company's annual
financial statements for the fiscal years ended January 1, 2005 and January 3,
2004, and fees billed for other services rendered by Louis Plung & Company
during those periods.

Audit Fees(1) Audit Related Fees Tax Fees(2) All Other Fees Total
------------ ------------------ ----------- -------------- -----

2004 $43,250 -- $19,500 -- $62,750
2003 $43,200 -- $19,000 -- $62,200

(1) Professional services rendered for the audit of the Company's financial
statements for the fiscal year ended January 3, 2004, the audit of the Company's
401(k) plan, and the reviews of the financial statements included in the
Company's Forms 10-Q for that fiscal year.
(2) Professional services rendered for the preparation of the Company's federal,
state, and local tax returns.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT
SERVICES OF INDEPENDENT AUDITOR
The Audit Committee is responsible for the pre-approval of all audit
and permitted non-audit services performed by outside auditors, and will not
engage outside auditors to perform any non-audit services proscribed by law or
regulation. The Audit Committee may delegate authority for the pre-approval of
all audit and non-audit services to a member of the Committee. All such
approvals will be reported to the Audit Committee at its next scheduled meeting.
The approval of a non-audit service to be performed by the outside auditors
shall be disclosed to the investors in a timely manner in accordance with
applicable regulations.

OTHER INFORMATION

The Nominating Committee will consider nominees recommended by
stockholders for election as directors at the annual meeting in the year 2006 if
information concerning the recommended nominees is received by the Company not
later than March 15, 2006 and not before February 13, 2006.

Stockholder proposals intended to be presented at the annual meeting in
the year 2006 must be received by the Company prior to January 9, 2006 to be
considered for inclusion in the Company's proxy statement and form of proxy for
that meeting.

By Order of the Board of Directors

MICHAEL K. SOLOMON
Secretary