UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C.  20549





FORM
8-K





CURRENT
REPORT


PURSUANT
TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





Date of
report (Date of earliest event reported):  February 26,
2009





COACHMEN
INDUSTRIES, INC.


(Exact
name of registrant as specified in its charter)





INDIANA
            
            1-7160
            
            35-1101097(State
      or other jurisdiction
            
            (Commission
      File Number)
            
            (I.R.S.
      Employerof
      incorporation or organization)
            
            
            
            Identification
      No.)2831
      Dexter Drive, Elkhart, Indiana
            
            
            
            46514(Address
      of Principal Executive Offices)
            
            
            
            (Zip
      Code)(574)
      266-2500(Registrant’s
      telephone number,including
      area code)N /
      A(Former
      Name or Former Address,if
      Changed Since Last Report)





Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:





□
            Written
      communications pursuant to Rule 425 under the Securities Act (17 CFR
      230.425)□
            Soliciting
      material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)□
            Pre-commencement
      communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
      240.14d-2(b))□
            Pre-commencement
      communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
      240.13e-4(c))








Item 1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT





On
February 26, 2009, Coachmen Industries, Inc. (the “Company”) entered into an
agreement with Forest River, Inc. (“Forest River”) with respect to certain
financial obligations under the Asset Purchase Agreement of November 20, 2008
between the Company and Forest River (the “Agreement”).





To reduce
the Company's immediate payment obligations to Forest River under the Agreement
and to minimize the effect on the Company's liquidity, Forest River has agreed
to accept a fully collateralized short term note from the Company (the “Note”)
that will allow the Company to pay these obligations over time.  The
Note will be paid from on-going operations and the continuing collection of
receivables, as well as through other available funding sources, and will be
paid in full by the Company on or before March 27, 2009.  As of March
2, 2009, the outstanding balance on the Note is $2,318,127.37.





Notwithstanding
the execution of the Note and the resulting favorable impact on the Company's
liquidity, the Company continues to pursue a long-term relationship with a
financial institution.





Item 9.01
FINANCIAL STAEMENTS AND EXHIBITS





(d)                 The
following exhibit is furnished as a part of this Report:





10.1
            Promissory
      Note dated February 26, 2009 in the original principal amount of
      $2,719,454.29, by Coachmen Industries, Inc. and its subsidiaries as makers
      and endorsers, payable to Forest River, Inc., on or before March 27,
      2009








SIGNATURE





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





COACHMEN
INDUSTRIES, INC.








Date:
            March
      3, 2009
            
            By:
            /s/
      James T. HoldenJames
      T. Holden, SecretaryPrinted
      Name and Title