SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the Second Quarter Ended October 31, 1997
                           Commission File No. 1-9471


           ---------------------------------------------------------

                              CRUISE AMERICA, INC.


                  State of Florida          I.R.S. No. 59-1403609

                             11 West Hampton Avenue
                            Mesa, Arizona 85210-5258

                            Telephone: (602) 464-7300







     Indicate by check mark whether the registrant (1) has filed all reports
   required to be filed by Section 13 or 15(d) of the Securities and Exchange
    Act of 1934 during the preceding twelve (12) months (or for such shorter
 period that the registrant was required to file such reports) and (2) 
           has been subject to such filing requirements for the past
                                ninety (90) days.


                        YES     X               No 
                            ---------              ---------

                          Common Stock, $.01 Par Value
  As of October 31, 1997, 5,783,059 shares of the registrants common stock were
        outstanding of which 4,377,963 were held by non-affiliates of the
                                   registrant.
<PAGE>
                                TABLE OF CONTENTS
                                -----------------

                      CRUISE AMERICA, INC. AND SUBSIDIARIES
                      Quarterly Report on Form 10-Q for the
                          Period Ended October 31, 1997

ITEM                                                                        PAGE
--------------------------------------------------------------------------------


                                     PART I
                              FINANCIAL INFORMATION

1.       FINANCIAL STATEMENTS

         Condensed Consolidated Balance Sheets................................1

         Condensed Consolidated Statements of Operations......................3

         Condensed Consolidated Statements of Cash Flows......................4

         Notes to Condensed Consolidated Financial Statements.................5

2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS..................................7


                                     PART II
                                OTHER INFORMATION

1.       LEGAL PROCEEDINGS...................................................10

2.       CHANGES IN SECURITIES AND USE OF PROCEEDS...........................10

6.       EXHIBITS AND REPORTS ON FORM 8-K....................................10
<PAGE>
PART I.           FINANCIAL INFORMATION
ITEM 1            FINANCIAL STATEMENTS

                      CRUISE AMERICA, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                   A S S E T S

                                 (In thousands)


                                                  Unaudited 
                                                 ------------------------
                                                   10/31/97      4/30/97
                                                 ------------------------
Current Assets:
Cash and Cash Equivalents......................   $   4,835        4,029
Accounts Receivable, Net.......................       8,308        5,897
Inventories....................................      12,588       11,909
Prepaid Expenses and Other Current Assets......       1,417        1,067
                                                 ------------   --------
         Total Current Assets..................      27,148       22,902
                                                 ------------   --------
Rental Vehicles................................     111,191       92,463
Less Accumulated Depreciation..................      21,011       18,498
                                                 ------------   --------
         Net Rental Vehicles...................      90,180       73,965
                                                 ------------   --------
Property and Equipment.........................      14,943       14,408
Less Accumulated Depreciation..................       6,777        6,467
                                                 ------------   --------
         Net Property and Equipment............       8,166        7,941
                                                 ------------   --------
Deposits and Other Assets......................       2,803        2,416
                                                 ------------   --------
                                                   $128,297      107,224
                                                 ------------   --------


     See accompanying notes to condensed consolidated financial statements.
                                        1
<PAGE>
                      CRUISE AMERICA, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                        (In thousands except share data)


<TABLE>
<CAPTION>
                                                                                 Unaudited
                                                                                -------------------------------
                                                                                  10/31/97         4/30/97
                                                                                -------------   ---------------
<S>                                                                                  <C>                <C>    
Current Liabilities:
Floor Plan Contracts..........................................................       $  4,169             3,665
Current Installments of Rental Vehicle Financing..............................         19,953            13,014
Current Installments of Long-Term Debt........................................          4,512             4,128
Accounts Payable and Accrued Expenses.........................................          3,108             2,704
Customer Deposits.............................................................            516             5,648
Litigation Accrual............................................................         10,000                --
                                                                                -------------   ---------------
         Total Current Liabilities............................................         42,258            29,159
                                                                                -------------   ---------------

Rental Vehicle Financing, Excluding Current Installments......................         40,619            36,466
Long-Term Debt, Excluding Current Installments................................         12,198            13,771
Deferred Income Taxes.........................................................          3,917             1,764

Stockholders' Equity:
Preferred Stock $1.00 par value; 1,000,000 shares authorized, none
issued or outstanding.........................................................             --                --
Common Stock $.01 par value, 15,000,000 shares authorized,
5,783,000 and 5,753,000 issued and outstanding at October 31, 1997
and April 30, 1997 respectively...............................................             58                58
Additional Paid-in Capital....................................................         25,081            24,993
Retained Earnings.............................................................          5,126             1,811
Translation Adjustment........................................................           (960)             (798)
                                                                                -------------   ---------------
         Total Net Stockholders' Equity.......................................         29,305            26,064
Contingencies.................................................................
                                                                                -------------   ---------------
                                                                                     $128,297           107,224
                                                                                -------------   ---------------
</TABLE>
     See accompanying notes to condensed consolidated financial statements.
                                        2
<PAGE>
                      CRUISE AMERICA, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                      (In thousands except per share data)
<TABLE>
<CAPTION>
                                                            Three Months Ended                        Six Months Ended
                                                     ---------------------------------       -----------------------------------
                                                        10/31/97            10/31/96             10/31/97            10/31/96
                                                     -------------      --------------       --------------      ---------------
<S>                                                        <C>                  <C>                  <C>                  <C>   
Rental Revenue......................................       $23,571              22,108               49,730               46,271
Sales...............................................        19,602              11,485               26,517               18,318
                                                     -------------      --------------       --------------      ---------------
         Total Revenue..............................        43,173              33,593               76,247               64,589
                                                     -------------      --------------       --------------      ---------------

Cost of Rentals.....................................         9,982               9,023               18,034               16,597
Cost of Sales.......................................        18,667              10,978               24,349               16,784
                                                     -------------      --------------       --------------      ---------------
         Total Costs................................        28,649              20,001               42,383               33,381
                                                     -------------      --------------       --------------      ---------------

Gross Profit from Operations........................        14,524              13,592               33,864               31,208
Interest Expense....................................         1,991               2,076                3,922                3,967
Selling, General and Administrative Expenses........         6,990               6,177               14,474               12,856
Unusual Item; Litigation Accrual....................        10,000                  --               10,000                   --
                                                     -------------      --------------       --------------      ---------------
Earnings (Loss) Before Income Taxes.................        (4,457)              5,339                5,468               14,385
Income Tax Expense (Benefit) .......................        (1,420)              1,658                2,153                4,468

Net Earnings (Loss).................................       ($3,037)              3,681                3,315                9,917

Earnings (Loss) per Share (Primary and Fully
Diluted)............................................        ($.51)                 .62                  .56                 1.67

Shares Used in Calculation..........................         6,000               5,924                6,000                5,924
                                                     -------------      --------------       --------------      ---------------
</TABLE>
     See accompanying notes to condensed consolidated financial statements.
                                        3
<PAGE>
                      CRUISE AMERICA, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                    Six Months Ended
                                                                             ---------------------------------
                                                                                10/31/97          10/31/96
                                                                             --------------    ---------------
<S>                                                                              <C>                     <C>  
Cash Flows from Operating Activities:
      Net Earnings.........................................................      $    3,315              9,917
      Unusual Item: Litigation Accrual.....................................          10,000                 --
      Depreciation and Amortization........................................           9,597              8,921
      Increase in Deferred Income Taxes....................................           2,153              4,468
      Gain on Sale of Rental Vehicles......................................            (982)              (471)
      Decrease (Increase) in Accounts Receivable, Net......................          (2,411)                67
      Decrease (Increase) in Inventories...................................            (679)               303
      Increase in Accounts Payable and Accrued Expenses....................             404              1,945
      Increase in Floor Plan Contracts.....................................             504                670
      Decrease in Customer Deposits........................................          (5,132)            (3,826)
      Other, Net...........................................................            (966)              (711)
                                                                             --------------    ---------------
      Net Cash Provided by Operating Activities............................          15,803             21,283
                                                                             --------------    ---------------
Cash Flows from Financing Activities:
      Proceeds from Rental Vehicle Borrowing...............................          45,416             44,990
      Repayment of Rental Vehicle Borrowing................................         (34,324)           (30,113)
      Repayment of Long-Term Borrowing.....................................          (1,189)              (101)
      Exercise of Stock Options............................................              88                 40
                                                                             --------------    ---------------
      Net Cash Provided by Financing Activities............................           9,991             14,816
                                                                             --------------    ---------------
Cash Flows from Investing Activities:
      Purchase of Rental Vehicles..........................................         (45,057)           (46,596)
      Proceeds from Rental Vehicle Sales...................................          20,604             11,933
      Purchase of Property and Equipment...................................            (535)              (247)
                                                                             --------------    ---------------
      Net Cash Used in Investing Activities................................         (24,988)           (34,910)
                                                                             --------------    ---------------
Increase in Cash and Cash Equivalents......................................             806              1,189
Cash and Cash Equivalents at April 30......................................           4,029              2,341
                                                                             --------------    ---------------
Cash and Cash Equivalents at October 31....................................      $    4,835              3,530
                                                                             --------------    ---------------
</TABLE>
     See accompanying notes to condensed consolidated financial statements.
                                        4
<PAGE>
                      CRUISE AMERICA, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                        SIX MONTHS ENDED OCTOBER 31, 1997


NOTE 1.

In the opinion of management,  the accompanying unaudited condensed consolidated
financial  statements  contain all the  adjustments  (principally  consisting of
normal recurring accruals) necessary to present fairly the financial position of
Cruise America,  Inc. and Subsidiaries (the Company) as of October 31, 1997, and
the results of  operations  for the six month periods ended October 31, 1996 and
1997.

Certain items in the prior year financial  statements have been  reclassified to
conform with the current period presentations.

NOTE 2.

Supplemental Disclosures of Cash Flow Information (in thousands):

                                                   Six Months Ended
                                         ------------------------------------
                                            10/31/97              10/31/96
                                         --------------        --------------
Cash paid during the period for:
         Interest on Borrowings           $   3,802                 3,690
                                         --------------        --------------


NOTE 3.

In October 1997, a California jury awarded damages of approximately $7.4 million
against the Company in the lawsuit entitled Altman's America, et al. v. American
Land Cruisers of California,  et al. The judgment  included a $2.6 million award
of  punitive  damages.  In  addition,   in  November  1997,  the  court  awarded
plaintiff's counsel fees and expenses of $2.5 million.  The Company believes the
jury  verdict is unjust  and that the  damages  awarded  are  inappropriate  and
excessive.  The  Company  intends to  vigorously  pursue a reversal  of the jury
decision or the elimination of the damages awarded through the California  Court
of Appeal. The action rose out of a claim for an alleged wrongful termination by
the Company of a sublease agreement with one of its former concession operators.
The lawsuit has been pending since May 1987 and has been tried twice previously.
The first trial resulted in a judgment for the plaintiff of  approximately  $3.5
million that was  reversed on appeal and remanded for retrial.  The second trial
resulted in a net  judgment  for the Company of  $399,000,  which was reduced on
appeal and again remanded for a retrial. Pending appeal, the Company has taken a
one-time charge to establish an accrual of $10 million for damages in its second
fiscal  quarter,  which  ended  October  31,  1997.  This  one-time  charge will
adversely affect the Company's results of operations for the three and six month
periods ended October 31, 1997.

The Company is a party to various claims,  legal actions and complaints  arising
in  the  ordinary  course  of  business.  In  the  opinion  of  management,  the
disposition  of these  matters  will not have a material  adverse  effect on the
financial condition of the Company.

NOTE 4.

On November 25, 1997, the Company,  Budget Group,  Inc., a Delaware  corporation
("Budget"),  and CA Acquisition Corporation,  a newly formed Florida corporation
and wholly owned subsidiary of Budget ("Sub"), entered into a Plan
                                        5
<PAGE>
                      CRUISE AMERICA, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

and  Agreement of Merger  dated as of November  25, 1997,  pursuant to which Sub
will merge with and into the Company (the "Merger"), with the Company thereafter
becoming a wholly owned subsidiary of Budget.

See Item 2,  "Management's  Discussion  and Analysis of  Consolidated  Financial
Condition and Results of Operations -- Recent  Developments  -- Pending  Merger"
for additional information regarding the Merger.
                                        6
<PAGE>
PART I.           FINANCIAL INFORMATION
ITEM 2

                      CRUISE AMERICA, INC. AND SUBSIDIARIES

              Management's Discussion and Analysis of Consolidated
                  Financial Condition and Results of Operations
                        Six Months Ended October 31, 1997

This Quarterly  Report on Form 10-Q contains  forward-looking  statements  which
involve  risks and  uncertainties.  The  Company's  actual  results could differ
materially from those anticipated in the  forward-looking  statement as a result
of certain  factors,  including  those set forth in Exhibit 99 of the  Company's
Annual Report on Form 10-K for
April 30, 1997.

RECENT DEVELOPMENTS

Pending Merger

On November 25, 1997, the Company,  Budget Group,  Inc., a Delaware  corporation
("Budget"),  and CA Acquisition Corporation,  a newly formed Florida corporation
and wholly owned subsidiary of Budget ("Sub"), entered into a Plan and Agreement
of Merger dated as of November 25, 1997 (the  "Merger  Agreement"),  pursuant to
which Sub will merge with and into the Company (the "Merger"),  with the Company
thereafter becoming a wholly owned subsidiary of Budget.

Pursuant  to the terms of the  Merger  Agreement,  each  share of the  Company's
common  stock,  $.01 par value per share (the "Cruise  America  Common  Stock"),
outstanding  immediately  prior to the effective time (the "Effective  Time") of
the Merger  will be  converted  into the right to  receive  .28073 of a share of
Budget's  Class A common  stock,  $.01 par value per share (the  "Budget  Common
Stock"), and cash, without interest, in lieu of fractional shares.

It is intended that the Merger will qualify as a tax-free  reorganization  under
368(a) of the Internal Revenue Code of 1986, as amended,  for federal income tax
purposes.

Consummation  of the Merger is subject to  various  conditions,  including:  (i)
receipt of the approval of the holders of a majority of the  outstanding  shares
of Cruise  America  Common Stock;  (ii)  expiration of early  termination of the
waiting period under the Hart-Scott-Rodino  Antitrust  Improvements Act of 1976,
as amended;  (iii) receipt of certain tax and legal opinions;  and (iv) listing,
subject to notice of issuance,  on the New York Stock  Exchange of the shares of
Budget Common Stock to be issued in the Merger.

The Merger  Agreement and the Merger will be submitted for approval at a special
meeting of the  shareholders  (the  "Special  Meeting")  of the  Company.  Prior
thereto,  Budget will file a registration statement (including a prospectus that
will serve as a proxy statement for the Special Meeting) with the Securities and
Exchange  Commission to register  under the  Securities Act of 1933, as amended,
the shares of Budget Common Stock to be issued to the Company's  shareholders in
connection with the Merger.

In connection with the Merger Agreement,  certain of the Company's shareholders,
namely,  Robert A. Smalley  (Chairman of the Board of the  Company),  Randall S.
Smalley  (President  and Chief  Executive  Officer  of the  Company),  Robert A.
Smalley,  Jr.  (Executive  Vice  President  and Chief  Operating  Officer of the
Company),  and Sally Smalley DiLuncente,  who beneficially own or control in the
aggregate  approximately 30% of the outstanding  shares of Cruise America Common
Stock,  have executed  Irrevocable  Proxy  Agreements  (the  "Irrevocable  Proxy
Agreements") appointing Budget, with full power of substitution, as proxy holder
to  represent  their  shares  at the  Special  Meeting  and to vote in  favor of
approval of the Merger.
                                        7
<PAGE>
In  connection  with the execution of the Merger  Agreement and the  Irrevocable
Proxy Agreements, the Company amended the Rights Agreement, dated as of March 8,
1989 (as amended, the "Rights  Agreement"),  between the Company and ChaseMellon
Shareholder Services,  LLC (formerly Mellon Securities Trust Company), as rights
agent, so that: (i) execution of such agreements and  consummation of the Merger
and the other transactions  contemplated  thereby did not and will not cause the
Rights  (as such term is defined in the Rights  Agreement)  to be  triggered  or
become  exercisable;  and  (ii)  the  Rights  Agreement  will  terminate  at the
Effective Time.

The foregoing summary of the Merger is qualified in its entirety by reference to
the text of the Merger  Agreement,  Amendment No. 1 to the Rights  Agreement and
Budget's  Press Release dated  November 25, 1997,  which are attached  hereto as
Exhibit  2.1,  4.1 and  99.1,  respectively,  and  are  incorporated  herein  by
reference.

Contested Litigation

In October 1997, a California jury awarded damages of approximately $7.4 million
against the Company in the lawsuit entitled Altman's America, et al. v. American
Land Cruisers of California,  et al. The judgment  included a $2.6 million award
of  punitive  damages.  In  addition,   in  November  1997,  the  court  awarded
plaintiff's counsel fees and expenses of $2.5 million.  The Company believes the
jury  verdict is unjust  and that the  damages  awarded  are  inappropriate  and
excessive.  The  Company  intends to  vigorously  pursue a reversal  of the jury
decision or the elimination of the damages awarded through the California  Court
of Appeal. The action rose out of a claim for an alleged wrongful termination by
the Company of a sublease agreement with one of its former concession operators.
The lawsuit has been pending since May 1987 and has been tried twice previously.
The first trial resulted in a judgment for the plaintiff of  approximately  $3.5
million that was  reversed on appeal and remanded for retrial.  The second trial
resulted in a net  judgment  for the Company of  $399,000,  which was reduced on
appeal and again remanded for a retrial. Pending appeal, the Company has taken a
one-time charge to establish an accrual of $10 million for damages in its second
fiscal  quarter,  which  ended  October  31,  1997.  This  one-time  charge will
adversely affect the Company's results of operations for the three and six month
periods ended October 31, 1997.

SEASONALITY

The Company's business is seasonal. In the first and second fiscal quarters, the
Company  historically  records profits.  In the third and fourth  quarters,  the
Company  historically  records losses. The Company's purchases of motorhomes for
the rental fleet are also seasonal, with the majority of purchases being made in
the first and fourth fiscal quarters. Due to the seasonality of rental and sales
operations, certain accounts fluctuate from quarter to quarter.

LIQUIDITY AND CAPITAL RESOURCES

As of October 31, 1997, the Company had current liabilities in excess of current
assets  in  the  amount  of  $15,110,000.  The  Company's  working  capital,  as
presented,  includes a  significant  portion of Rental  Vehicle  Financing.  The
Company's working capital does not, however,  include any portion of the related
assets--Rental Vehicles, even though a significant portion of these vehicles are
expected to be sold during the year through the Company's normal fleet rotation.
The Company  estimates that if these assets were  classified as current  assets,
the Company would not have a working capital deficit.

The Company believes that,  during the next year, cash generated from operations
and financing  available  from banks and other  financial  institutions  will be
sufficient for its capital and operating needs.

SIX MONTHS ENDED OCTOBER 31, 1997 AS COMPARED WITH
SIX MONTHS ENDED OCTOBER 31, 1996

Rental  Revenue  for the six  months  ended  October  31,  1997 was  $49,730,000
compared to  $46,721,000  for the six months  ended  October 31,  1996.  This 6%
increase was due  primarily to a 4% increase in average  revenue per day as well
as a 2% increase in revenue  days.  The increase in revenue days was due to a 5%
increase in average  fleet size offset in part by a decrease in  utilization  to
70% in 1997 from 72% in 1996.
                                        8
<PAGE>
Sales for the six months ended October 31, 1997, were  $26,517,000,  compared to
$18,318,000, for the same period a year ago. During 1997, the Company focused on
reducing its peak fleet as quickly as possible after the summer
in order to reduce holding costs over the last six months of the fiscal year.

Cost of Rentals as a percentage  of Rental  Revenue was 36% in 1997 and 1996. An
increase  in  average  revenue  per day  was  offset  by  slightly  lower  fleet
utilization.

Cost of Sales as a percentage  of Sales was 92% for the six months ended October
31, 1997 and 1996. A shift in mix toward lower margin  Rental  Vehicle Sales was
offset by increased margins on New and Used as well as Rental Vehicle Sales.

Interest  Expense for the six months  ended  October 31,  1997,  was  $3,922,000
compared to $3,967,000 in 1996.  Higher Rental  Vehicle  Financing was offset by
lower average interest rates.

Selling,  General and  Administrative  Expenses as a percentage of Total Revenue
was 19% in 1997  compared  to 20% in 1996.  Increased  expenses  were  offset by
increases in Rental and Sales Revenue.

THREE MONTHS ENDED OCTOBER 31, 1997 AS COMPARED WITH
THREE MONTHS ENDED OCTOBER 31, 1996

Rental Revenue for the quarter ended October 31, 1997 was  $23,571,000  compared
to  $22,108,000  for the quarter ended  October 31, 1996.  This increase was due
primarily  to a 4%  increase  in average  revenue  per day and a 2%  increase in
revenue days. Revenue days increased due to an increase in utilization to 70% in
1997 from 68% in
1996.

Sales for the  quarter  ended  October  31,  1997 were  $19,602,000  compared to
$11,485,000 in 1996. During 1997, the Company focused on reducing its peak fleet
as quickly as possible  after the summer in order to reduce  holding  costs over
the last six months of the fiscal year.

Cost of Rentals as a percentage  of Rental  Revenue was 42% in 1997  compared to
41% in 1996. Economies generated by a slight increase in utilization were offset
by slightly higher maintenance costs.

Cost of Sales as a percentage  of Sales was 95% in 1997 compared to 96% in 1996.
A shift in mix toward lower margin Rental  Vehicle Sales was offset by increased
margins on New and Used as well as Rental Vehicle Sales.

Interest Expense for the quarter ended October 31, 1997 was $1,991,000  compared
to $2,076,000 in 1996.  Lower interest rates were mostly offset by higher Rental
Vehicle Financing during the period.

Selling,  General and  Administrative  Expenses as a percentage of Total Revenue
was 16% in 1997  compared  to 18% in 1996.  Increased  expenses  were  offset by
increases in Rental and Sales Revenue.
                                        9
<PAGE>
PART II           OTHER INFORMATION
ITEM 1            LEGAL PROCEEDINGS

Reference  is  made  to  Item  2,  "Management's   Discussion  and  Analysis  of
Consolidated    Financial   Condition   and   Results   of    Operations--Recent
Developments--Contested Litigation" of Part I of this Report on Form 10-Q.

ITEM 2            CHANGES IN SECURITIES AND USE OF PROCEEDS

Reference  is  made  to  Item  2,  "Management's   Discussion  and  Analysis  of
Consolidated    Financial   Condition   and   Results   of    Operations--Recent
Developments--Pending Merger" of Part I of this Report on Form 10-Q.

ITEM 6            EXHIBITS AND REPORTS ON FORM 8-K

A.       Exhibits

         2.1*     Plan and  Agreement  of Merger  dated as of November 25, 1997,
                  among Budget  Group,  Inc.,  CA  Acquisition  Corporation  and
                  Cruise America, Inc. (incorporated by reference to Exhibit 2.1
                  in the Company's  Current Report on Form 8-K dated December 5,
                  1997 (the "Form 8-K")).

         4.1*     Form of Amendment No. 1 to Rights  Agreement dated as of March
                  8,  1989  between  Cruise   America,   Inc.  and   ChaseMellon
                  Shareholder  Services,  LLC (formerly Mellon  Securities Trust
                  Company) (incorporated by reference to Exhibit 4.1 in the Form
                  8-K).

         27.1     Financial Data Schedule (for SEC use only).

         99.1*    Press Release of Budget Group,  Inc.  dated  November 25, 1997
                  (incorporated by reference to Exhibit 99.1 in the Form 8-K).

B.       Reports on Form 8-K

During the quarter ended October 31, 1997, the Company filed a Current Report on
Form 8-K dated  October  3, 1997,  concerning  Item 5, with the  Securities  and
Exchange Commission on October 13, 1997.










* Incorporated by reference.
                                       10
<PAGE>
                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                              CRUISE AMERICA, INC.

December 11, 1997                             Eric R.  Bensen
                                              ---------------------------
                                              Eric R. Bensen
                                              Vice President
                                              Chief Financial Officer

December 11, 1997                             Randall Smalley
                                              ---------------------------
                                              Randall Smalley
                                              President
                                              Chief Executive Officer
                                       11