MILLER INDUSTRIES INC /TN/ — Director's Dealing 2002

Feb 14, 2002

5 1 chandlerfrm5.htm A. RUSSELL CHANDLER, III FORM 5 Prepared by Kilpatrick Stockton LLP

Form 5		OMB APPROVAL
		OMB Number: 3235-0287
		Expires: December 31, 2001
[ ]	Check box if no longer subject to Section 16. Form 4
or Form 5 obligations may continue. See instructions 1(b).	Estimated average burden hours per response. . . 0.5
[ ]	Form 3 Holdings Reported
[ ]	Form 4 Holdings Reported

1. Name and Address of Reporting Person* Chandler, III A. Russell
(Last)
(First)
(Middle) 8503 Hilltop Drive		3. I.R.S. Identification Number of Reporting Person,
if an entity voluntary)		4. Statement for Month/Year 2001
(Street) Ooltewah, TN 37363				5. If Amendment, Date of Original (Month/Year)	7. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)		Table I - Non-Derivative Securities Acquired,
Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		5. Amount of Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 3 and 4)	6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instructions 4(b)(v).
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.	(Over) SEC 1474 (3-99)

FORM 5 (continued) Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1.Title of Derivative Security (Instr.3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/ Day/ Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of(D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		9.Number of Derivative Securities Beneficially Owned at End of Month (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
				(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	$4.61	9/25/01	A	12,200		(1)	6/24/11	Common Stock	12,200	8,000	D

Explanation of Responses: (1) Options vest in two equal installments of 6,100 options on 3/25/2002 and 3/25/2003.

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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