UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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:

NOBILITY HOMES, INC.

(Name of Registrant as Specified inIn 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.

[_]    

NOBILITY HOMES, INC.

Notice and Proxy Statement

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD FEBRUARY 29, 200826, 2010

TO THE HOLDERS OF COMMON STOCK:

PLEASE TAKE NOTICE that the annual meeting of the shareholders of NOBILITY HOMES, INC. will be held on Friday, the 2926^th day of February, 2008,2010, at 10:00 A.M. local time, at the Ocala Hilton, 3600our executive offices, 3741 S.W. 36^th Avenue,7th Street, Ocala, Florida.

The meeting will be held for the following purposes:

To be sure that your shares will be represented at the meeting, please date, sign and return your proxy, even if you plan to attend in person. A form of proxy and a self-addressed, postage prepaid envelope are enclosed. If you do attend the meeting, you may withdraw your proxy and vote in person.

DATED: February 3, 2010

TABLE OF CONTENTS

DATED: February 6, 2008

TABLE OF CONTENTS

Page

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NOBILITY HOMES, INC.

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD FEBRUARY 29, 200826, 2010

This proxy material and the enclosed form of proxy are being sent to the shareholders of Nobility Homes, Inc. on or about February 6, 2008,3, 2010, in connection with the solicitation by our board of directors of proxies to be used at the annual meeting of our shareholders. The meeting will be held at the Ocala Hilton, 3600our executive offices, 3741 S.W. 36^th Avenue,7th Street, Ocala, Florida, at 10:00 A.M. local time, on Friday, February 29, 2008.26, 2010.

If the enclosed form of proxy is executed and returned, you may revoke it at any time if it has not yet been exercised, by delivering a later dated proxy or written notice of revocation to our corporate secretary or by attending the annual meeting and electing to vote in person. The shares represented by the proxy will be voted unless the proxy is received in such form as to render it not votable. The proxy is in ballot form so that you may specifically grant or withhold authority to vote for the election of each director. Unless you direct otherwise, the shares represented by the proxy will be voted “for” the election of each director nominated by the board of directors. Directors will be elected by a plurality of the votes cast by shares entitled to vote at the meeting. Therefore, assuming the presence of a quorum, abstentions and broker non-votes will have no effect on the outcome of the vote.

Shareholders of record at the close of business on January 30, 200822, 2010 will be entitled to vote. Each share of common stock is entitled to one vote on any matter to come before the meeting. As of January 30, 2008,22, 2010, we had 4,108,7044,056,144 shares of common stock outstanding and entitled to vote.

The complete mailing address of our principal executive office is P.O. Box 1659, Ocala, Florida 34478.

PRINCIPAL HOLDERS OF OUR COMMON SHARES

The following table sets forth, as of January 30, 2008,22, 2010, information as to our $.10 par value common stock owned beneficially, directly or indirectly, (1) by each person who is known by us to own beneficially more than 5% of our outstanding voting securities, (2) by each director, (3) by each executive officer named in the summary compensation table set forth elsewhere herein and (4) by all directors and executive officers as a group:

*Less than 1%

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NOMINATION AND ELECTION OF DIRECTORS

At the meeting, a board of five directors will be elected to serve for one year and until the election and qualification of their successors. Your proxy will be voted, unless you withhold authority to do so, for the election as directors of the persons named below, who have been nominated by our current board of directors.

Our bylaws provide that the board of directors shall be made up of no fewer than one nor more than ten directors. The current board of directors has determined that five directors are appropriate for the present time. Proxies cannot be voted for more than five nominees.

Each nominee has consented to being named as such in this proxy statement and is presently available for election. Each nominee presently is a member of the board, having been elected as such at the last annual meeting of the shareholders.

If any nominee should become unavailable, the persons voting the accompanying proxy may, in their discretion, vote for a substitute. Additional information concerning the nominees, based on data furnished by them, is set forth below. Terry E. Trexler is the father of Thomas W. Trexler.

The board of directors recommends a vote “for” the election of each of the following nominees. Proxies solicited by the board of directors will be so voted unless shareholders specify in their proxies a contrary choice.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under Section 16(a) of the Securities Exchange Act, a Form 4 reporting the acquisition or disposition of Nobility securities by an officer, director or 10% shareholder must be filed with the Securities and Exchange Commission no later than the second business day after the date on which the transaction occurred unless certain exceptions apply. Most transactions not reported on Form 4 must be reported on Form 5 within 45 days after the end of our fiscal year. Based on information provided by our directors and executive officers, during the fiscal year ended November 3, 2007,October 31, 2009, all required reports were filed on a timely basis.

BOARD OF DIRECTORS AND COMMITTEES

Our board of directors is comprised of a majority of independent directors. The board of directors has determined that Messrs. Richard Barberie, Robert Holliday and Robert Saltsman are all independent according to current NASDAQ rules. During the fiscal year ended November 3, 2007,October 31,

2009, the board of directors held fourregularfour regular meetings. All directors attended 100% of the meetings of the board of directors and committees of the board on which they served. During the year ended November 3, 2007, directors who were not our employees were paid quarterly fees of $2,000 with the exception of Robert Saltsman, the chairman of the audit committee, who received $3,250.

Our board of directors has established three standing committees; a compensation committee, an audit committee and a nominating committee.

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Compensation Committee. The compensation committee is presently comprised of Messrs. Richard Barberie, Robert Holliday and Robert Saltsman. The compensation committee meets each quarter and recommends to the board of directors the salaries and bonuses, if any, to be paid to the executive officers. The compensation committee has a written charter which is available on our website atwww.nobilityhomes.com. The compensation committee met four times during fiscal year 2007.2009.

Audit Committee. The audit committee has been established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act. During fiscal 2007,2009, the audit committee was comprised of Messrs. Robert Saltsman, Robert Holliday and Richard Barberie, all of whom are considered independent under current NASDAQ rules. The audit committee has a written charter which establishes the scope of the committee’s responsibilities and how it is to carry out those responsibilities. The audit committee charter charges the committee with overseeing management’s conduct of our financial reporting process, including: (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, and (3) the independence and performance of our internal and external auditors. The audit committee charter is available on our website atwww.nobilityhomes.com. The audit committee met four times during fiscal 2007.2009.

The board of directors has determined that Mr. Robert Saltsman is the audit committee financial expert, and is independent under current NASDAQ rules.

Nominating Committee. The board of directors has established a nominating committee comprised of Messrs. Robert Saltsman, Robert Holliday and Richard Barberie, all of whom are considered independent under current NASDAQ rules. The nominating committee’s charter is available on our website atwww.nobilityhomes.com. The nominating committee met four times during fiscal year 2009. The nominating committee will consider suggestions for potential director nominees nominated by our board from many sources, including management and our shareholders. Any such nominations, together with appropriate biographical information, should be submitted to the nominating committee no later than October 6, 2010 by sending a letter to our corporate secretary at P.O. Box 1659, Ocala, Florida 34478. The mailing envelope should contain a clear notation indicating that the deadline for submitting shareholder proposals set forth in theenclosed letter is a “Shareholder Proposals and Communication with the Board of Directors” section elsewhere in this proxy statement.Nomination For Director.”

In evaluating director nominees, including candidates submitted by shareholders, the nominating committee will consider the candidate’s experience, integrity, ability to make independent analytical inquiries, understanding of our business environment and willingness to devote adequate time to board duties. The nominating committee will also consider whether a candidate meets the definition of “independent director” under NASDAQ rules. There are no

stated minimum criteria for director nominees, and the nominating committee may also consider such other factors as it deems to be in the best interest of Nobility and its shareholders.

COMPENSATION DISCUSSION AND ANALYSIS

OverviewEXECUTIVE COMPENSATION

Overview

The compensation committee of our board of directors established, subject to the approval of the full board of directors, the compensation for our chief executive officer and our chief financial officer, who are our only officers whose total compensation for the fiscal year ended November 3, 2007October 31, 2009 exceeded $100,000. We refer to these individuals as the “named executive officers.”

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        In determining compensation, the compensation committee takes into account a number of factors, including compensation paid by our competitors of similar size. The compensation committee also considers qualitative factors bearing on an individual’s experience, responsibilities, management and job performance to evaluate whether the demands of a particular position are being fulfilled effectively by the relevant individual. The compensation committee evaluates the contributions of our named executive officers to our overall profitability performance during each quarter of the fiscal year. It also evaluates leadership, effectiveness and commitment of our named executive officers, including our chief executive officer. Compensation decisions are primarily based on a qualitative assessment of these factors rather than being formula-driven, with no single factor given more weight than another.

Because we are a small company, our compensation committee has sought to avoid the expense of retaining an outside compensation consultant to assist the committee with compensation plan design. The compensation committee takes into consideration recommendations of our CEO for compensation for officers other than our CEO.

Objectives and Elements of Compensation Program

        Our compensation program is intended to enable us to attract, motivate, reward and retain the executive management talent required to achieve corporate objectives. It is our policy to reward exceptional performance and contributions to the development of our business.

        To attain these objectives, our compensation programs include a competitive base salary coupled with the opportunity to participate in a bonus pool, which is created quarterly as a specified percentage of our earnings before interest and taxes. Our executive compensation program for our named executive officers is relatively uncomplicated, consisting of cash compensation comprised of base salary and a cash bonus. Incentive compensation under our stock option plan also is available but has not been used recently for our named executive officers. No stock options have ever been granted to our chairman, chief executive officer, and president because he already beneficially owns a majority of our outstanding common stock. Our CFO received stock options for 100,000 shares in 1996, all of which he has exercised. Since that time, the compensation committee has used equity grants for other employees. Generally, we do not offer perquisites often provided to executives, such as paid country club memberships, matching charitable contributions, paid financial counseling, or airplanes. We provide a company vehicle to our named executive officers because their positions require then to visit our various retail sales centers. We also provide term life insurance to the named executive officers. We do not have a defined benefit pension plan or any other retirement or deferred compensation plan; however, our named executive officers participate in Nobility Homes 401(k) plan and other health and welfare programs that are available for all other full time employees.

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Base Salary. The compensation committee sets salary levels for named executive officers so as to reflect the duties and level of responsibilities inherent in the position and current economic conditions relating to our business. In establishing the salary level for a given position,levels, the compensation committee considers comparative salaries paid by other public companies in the industry in which we do business, consisting of the following: Cavalier Homes, Inc., Cavco Industries, Inc., Champion Enterprises, Inc., Fleetwood Enterprises, Inc., Palm Harbor Homes, Inc., and Skyline Corporation. The compensation committee does not, however, target a specific percentile range within the comparative group in setting salaries of our named executive officers. The compensation committee also considers the particular qualifications and level of experience of the individual holding the position in establishing a salary level when the individual is first appointed to a given position.

At his request, our CEO’s base salary has remained fixed for the last fourfive fiscal years because a major incentive for his performance is the value of his substantial stock ownership in Nobility. Our CFO receives the same base salary as our CEO, with the majority of his compensation paid as quarterly incentive compensation. Due to the challenging economic environment in which we currently operate, we did not increase our CFO’s base salary for fiscal 2007, 2008, 2009 or 2008.2010.

Quarterly Incentive Bonuses. We provide certain employees, including the named executive officers, the opportunity to earn a quarterly incentive bonus based on an evaluation of the employee’s individual performance and our performance. The bonus pool is based on a specified percentage earnings before interest and taxes for the quarter. The bonus pool is divided among eligible employees on a discretionary rather than formulaic basis. In considering bonuses for named executive officers other than the chief executive officer, the compensation committee consults with our chairman and chief executive officer regarding instances of exceptional effort demonstrated by an employee. No named executive officer is automatically entitled to a bonus or a bonus in any particular amount. Due to the downturn in our sales and earnings during fiscal 2007, bonuses to2008, our named executive officersCFO did not receive a bonus in fiscal 2009 and the bonus for the year werefiscal 2008 was smaller than for fiscal 2006.2007, and our CEO did not receive a bonus for fiscal 2008 or 2009.

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EXECUTIVE COMPENSATION

Summary Compensation Table

for fiscal yearyears ended October 31, 2009 and November 3, 20071, 2008

The following table provides information about all compensation awarded to, earned by or paid to our named executive officers during the fiscal yearyears ended October 31, 2009 and November 3, 2007. As permitted by phase-in rules of the Securities and Exchange Commission, we have only included one year of information.1, 2008.

We did not grant any stock options, restricted stock awards or other equity-based awards to the named executive officers during fiscal 2007. Because quarterly incentive bonuses are entirely discretionary, we have not included a table showing a estimated range of possible cash bonus pay-outs to our named executive officers for fiscal 2007.2009. No equity awards vested for our named executive officers during fiscal 2007,2009, and our named executive officers did not exercise any stock options or hold any stock options or other unvested equity awards at the end of fiscal 2007.2009.

Independent Director Compensation of Directors

For fiscal year ended October 31, 2009

The following table summarizes compensation to independent directors for the fiscal year ended October 31, 2009. Directors who are not employees of Nobility Homes receive a fee of $2,000 payable quarterly. The chairman of the Audit Committee receives an additional $1,250 payable in quarterly installments.

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Independent Director Compensation
For fiscal year ended November 3, 2007

        The following table summarizes compensation to independent directors for the fiscal year ended November 3, 2007.quarterly. We do not provide our independent directors with any compensation, equity awards or other benefits other than cash fees. No directors hold any stock options or other awards under our stock option plan.

COMPENSATION COMMITTEE REPORT

        The compensation committee has reviewed and discussed the Compensation Discussion and Analysis contained in this proxy statement with management and, based on the review and discussion with management, recommended to the board of directors that it should be included herein.

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AUDIT COMMITTEE REPORT

The purpose of the audit committee is to assist the board of directors in its oversight of management’s conduct of our financial reporting process. During the fiscal year ended November 3, 2007,October 31, 2009, the audit committee was comprised of Messrs. Robert Saltsman, Robert Holliday and Richard Barberie, each of whom is “independent” under current NASDAQ rules. For the fiscal year ended November 3, 2007October 31, 2009 the audit committee:

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CERTAIN TRANSACTIONS

        The audit committee has adopted written policies and procedures for the committee to review and approve or ratify related party transactions involving us, any of our executive officers, directors or 5% or more shareholders or any of their family members. These transactions include:

        Transactions that are deemed immaterial under SEC disclosure requirements are generally deemed pre-approved under these written policies and procedures, including transactions with a company with which one of our director’s sole relationship is as a non-employee director and the total amount involved does not exceed 1% of the other company’s total annual revenues.

        Criteria for audit committee approval or ratification of related party transactions include:

        Our audit committee has approved the following related party transactions:

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INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM

        On June 5, 2007, we were notified that certain partners of Tedder, James, Worden & Associates, P.A. (“Tedder, James”) had merged with McGladrey & Pullen, LLP (“McGladrey”) and that Tedder, James would no longer be our auditor. McGladrey was appointed as the Company’s new auditor on June 8, 2007. This change was approved by the audit committee.

        The audit reports of Tedder, James on our consolidated financial statements as of and for the years ended November 4, 2006 and November 5, 2005, and the subsequent interim period through June 8, 2007, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. In connection with the audits of our consolidated financial statements for each of the fiscal years ended November 4, 20062009 and November 5, 2005 and through June 8, 2007,2008, there were: (1)have been no disagreements between us and Tedder, James on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolvedrelated party transactions required to the satisfaction of Tedder, James, would have caused Tedder, James, to make reference to the subject matter of the disagreement in their reports on our financial statements for such years, and (2) no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.be disclosed under SEC rules.

        During our two most recent fiscal years ended November 4, 2006 and November 5, 2005 and through June 8, 2007, we did not consult with McGladrey on (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on our financial statements, and McGladrey did not provide either a written report or oral advice to us that McGladrey concluded was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) the subject of any disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        A letter from Tedder, James is attached as an exhibit to our current report on Form 8-K filed with the Securities and Exchange Commission on June 11, 2007.

The board of directors has selected McGladrey & Pullen, LLP (“McGladrey”) to serve as our independent certified public accountants for the current fiscal year ending November 1, 2008.6, 2010. A representative of McGladrey is expected to be present at the annual meeting of shareholders and will be accorded the opportunity to make a statement, if he so desires, and to respond to appropriate questions from shareholders.

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The following table provides information relating to the fees McGladrey and RSM McGladrey, Inc. (an affiliate of McGladrey) and Tedder, James billed or will bill to us for the fiscal years ended November 3, 2007October 31, 2009 and November 4, 2006.1, 2008.

All decisions regarding selection of independent accounting firms and approval of accounting services and fees are made by our audit committee in accordance with the provisions of the Sarbanes-Oxley Act of 2002. There are no exceptions to the policy of securing pre-approval of our audit committee for any service provided by our independent accounting firm.

SHAREHOLDER PROPOSALS AND

COMMUNICATION WITH THE BOARD OF DIRECTORS

Any shareholder desiring to present a proposal to be included in our proxy statement pursuant to Rule 14a-8 for the next annual meeting of the shareholders scheduled to be held in early March 2009,2011, should submit a written copy of such proposal to our principal offices no later than October 9, 2008.6, 2010. Notice of a shareholder proposal submitted otherwise than pursuant to Rule 14a-8 will be considered untimely if received after December 8, 2008,20, 2010, and the persons named in proxies solicited by our board for the annual meeting of shareholders to be held in 2009 2011

may exercise discretionary voting power with respect to any such proposal as to which we do not receive timely notice. Proposals should be submitted by certified mail, return receipt requested.

Shareholders who wish to communicate with the board of directors or with a particular director may send a letter to our corporate secretary at P.O. Box 1659, Ocala, Florida 34478. The mailing envelope should contain a clear notation indicating that the enclosed letter is a “Shareholder-Board Communication” or “Shareholder-Director Communication.” All such letters should identify the author as a shareholder and clearly state whether the intended recipients are all members of the board or just certain specified individual directors. Our corporate secretary will make copies of all such letters and circulate them to the appropriate director or directors.

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We do not have a formal policy requiring directors to attend annual meetings. However, because the annual meeting generally is held on the same day as a regular board meeting, we anticipate that directors wouldwill attend the annual meeting unless, for some reason, they are unable to attend the board meeting on the same date. All directors attended the 20072009 annual meeting.

ANNUAL REPORT

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF

PROXY MATERIALS FOR THE SHAREHOLDER MEETING

TO BE HELD ON FEBRUARY 26, 2010

A copy of our annual report for the fiscal year ended November 3, 2007,October 31, 2009 accompanies this proxy statement. AnyThe proxy statement and our annual report to shareholders are also available online at: www.nobilityhomes.com/investor relations. A shareholder who would like to obtain an additional copy of the proxy statement or annual report may obtain one by (i) writing to our corporate treasurersecretary at Post Office Box 1659, Ocala, Florida 3447834478; (ii) by calling our corporate secretary at the following toll-free number 1-800-476-6624; or (iii) by visitingdownloading a copy at www.nobilityhomes.com/investor relations. A shareholder who would like to obtain directions to the annual meeting may (i) write to our websitecorporate secretary atwww.nobilityhomes.com. the address above or (ii) call the corporate secretary at the toll-free number listed above.

OTHER MATTERS

Management does not know of any other matters to come before the meeting. However, if any other matters properly come before the meeting, it is the intention of the persons designated as proxies to vote in accordance with their best judgment on such matters.

EXPENSES OF SOLICITATION

The cost of soliciting proxies will be borne by us. We do not expect to pay any compensation for the solicitation of proxies but may reimburse brokers and other persons holding stock in their names, or in the names of nominees, for their expenses of sending proxy material to principals and obtaining their proxies.

Please specify your choices, date, sign and return the enclosed proxy in the enclosed envelope, postage for which has been provided. A prompt response is helpful. Your cooperation will be appreciated.

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x

PLEASE MARK VOTES AS IN THIS EXAMPLE

REVOCABLE PROXY NOBILITY HOMES, INC.

For

Withhold

For all Except

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF SHAREHOLDERS February 26, 2010

Proposal 1.

Election of Directors nominated by the Board of Directors (except as marked to the contrary below):

¨

¨

¨

The undersigned, having received the Notice of Annual Meeting of Shareholders and Proxy Statement appoints Terry E. Trexler and Jean Etheredge, and each or either of them, as proxies, with full power of substitution and resubstitution, to represent the undersigned and to vote all shares of common stock of Nobility Homes, Inc., which the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Company to be held on February 26, 2010 and at any and all adjournments thereof, in the manner specified.

Terry E. Trexler, Richard C. Barberie, Robert P. Holliday, Robert P. Saltsman and Thomas W. Trexler

INSTRUCTION: To withhold authority to vote for any individual nominee, mark “For All Except” and write that nominee’s name in the space provided below.

THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” ELECTION OF THE DIRECTORS.

Should any other matters requiring a vote of the shareholders arise, the above named proxies are authorized to vote the same in accordance with their best judgment in the interest of the Company. The Board of Directors is not aware of any matter which is to be presented for action at the meeting other than the matters set forth herein.

Please be sure to sign and date This Proxy in the box below.

Date

Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.

Shareholder sign above

Co-holder (if any) sign above

|X|       PLEASE MARK VOTES                                   REVOCABLE PROXY
            AS IN THIS EXAMPLE                                  NOBILITY HOMES, INC.

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS February 29, 2008                                                                                                  With-   For all
                                                                                                                                                                                                               For    hold    Except
                                                                                                                                                Proposal 1.     Election of Directors           |_|    |_|          |_|
                                                                                                                                                                        nominated by the
                                                                                                                                                                        Board of Directors
                                                                                                                                                                        (except as marked to the
                                                                                                                                                                        contrary below):

     The undersigned,  having received the Notice of Annual Meeting of
Shareholders  and Proxy  Statement  appoints Terry E. Trexler and Jean
Etheredge,  and each or either of them, as proxies, with full power of
substitution and  resubstitution,  to represent the undersigned and to                                               Terry E. Trexler, Richard C. Barberie, Robert P.
vote all shares of common  stock of Nobility  Homes,  Inc.,  which the                                          Holliday, Robert P. Saltsman and Thomas W. Trexler
undersigned is entitled to vote at the Annual Meeting of  Shareholders
of the  Company  to be  held  on  March  2,  2007  and at any  and all                                  INSTRUCTION:   To withhold authority to vote for any
adjournments thereof, in the manner specified.                                                              individual nominee, mark "For All Except" and write that
                                                                                                                                         nominee's name in the space provided below.

                                                                                                                                        ________________________________________________________
                                                                                                                                           THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO
                                                                                                                                        DIRECTION IS INDICATED, WILL BE VOTED "FOR" ELECTION OF THE
                                                                                                                                        DIRECTORS.


                                                                                                                                              Should  any  other  matters  requiring  a  vote  of  the
                                                                                                                                        shareholders  arise,  the above named proxies are authorized
                                                                                                                                        to vote the same in  accordance  with their best judgment in
                                                                                                                                        the interest of the  Company.  The Board of Directors is not
                                                                                                                                        aware of any matter which is to be  presented  for action at
                                                                                                                                        the meeting other than the matters set forth herein.


Please be sure to sign and date       Date                                                                             Please sign exactly as name appears hereon.  Joint
This Proxy in the box below.          ______________________                                   owners should each sign.  When signing as attorney,
                                                                                                                                        executor, administrator, trustee or guardian, please give
__________________________________________________                                    full title as such.


Shareholder sign above           Co-holder (if any) sign above
__________________________________________________ ã

«    Detach above card, sign, date and mail in postage paid envelope provided.    »ã

NOBILITY HOMES, INC.

PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY