FORM 10-K

                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
(Mark one)
(X)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
     For the fiscal year ended December 31, 1997.
                                   OR
( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
     For the transition period from _____ to _____.

     Commission file number 1-7160

                      COACHMEN INDUSTRIES, INC.
              (Exact name of registrant as specified in its charter)

            Indiana                               35-1101097
    (State of incorporation             (IRSEmployer Identification No.)
        or organization)

             601 E. Beardsley Ave., Elkhart, Indiana  46514
          (Address of principal executive offices)  (Zip Code)

                             (219) 262-0123
           (Registrant's telephone number, including area code)

        Securities registered pursuant to Section 12(b) of the Act:

   Common Stock, Without Par Value               New York Stock Exchange
        (Title of each class)                   (Name of each exchange on
                                                    which registered)

      Securities registered pursuant to Section 12(g) of the Act:  None

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 Exchange Act
of 1934 during the preceding 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 90 days.  X Yes _ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment hereto.  X

While it is difficult to determine the number of shares owned by non-
affiliates (within the meaning of such term under the applicable regulations
of the Securities and Exchange Commission), the registrant estimates that the
aggregate market value of the registrant's Common Stock on March 17, 1998
held by non-affiliates was $441.27 million (based upon the closing price on
the New York Stock Exchange and an estimate that 90.5% of such shares are
owned by non-affiliates).

As of March 17, 1998, 17,375,188 shares of the registrant's Common Stock were
outstanding.
<PAGE>
                Documents Incorporated by Reference

                                        Parts of Form 10-K into which
            Document                    the Document is Incorporated

Portions of the Proxy Statement for
the Annual Meeting of Shareholders
to be held on April 30, 1998                       Part III

This Report contains certain statements that are "forward-looking" statements
within the meaning of Section 27A of the Securities Exchange Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, as amended.  Those
statements include, but are not limited to statements related to the 
availability of gasoline, which can impact sales of recreational vehicles;
availability of chassis, which are used in the production of many of the
Company's recreational vehicle products; interest rates, which affect the 
affordability of the Company's products; and also on the state of the
recreational vehicle and modular housing industries in the United States.
Other factors affecting forward-looking statements include competition in
these industries and the Company's ability to maintain or increase gross 
margins which are critical to the profitability whether there are or are not
increased sales; and the Company's ability to make its software compliant with
the year 2000.  At times, the Company's actual performance differs materially
from its projections and estimates regarding the economy, the recreational
vehicle and housing industries and other key performance indicators.  Readers
of this Report are cautioned that reliance on any forward-looking statements
involves risks and uncertainties.  Although the Company believes that the
assumptions on which the forward-looking statements contained herein are based
are reasonable, any of those assumptions could prove to be inaccurate given
the inherent uncertainties as to the occurence or nonoccurrence of future
events.  There can be no assurance that the forward-looking statements 
contained in this Report will prove to be accurate.  The inclusion of a
forward-looking statement herein should not be regarded as a representation by 
the Company that the Company's objectives will be achieved.

<PAGE>


                                 Part I.

Item 1.  Business

Coachmen Industries, Inc. (the "Company" or the "Registrant") was
incorporated under the laws of the State of Indiana on December 31, 1964, as
the successor to a proprietorship established earlier that year.  All 
references to the Company include its wholly owned subsidiaries and divisions.

The Company is one of the largest full-line producers of recreational
vehicles ("RVs") and is the largest builder of modular homes in the country.
The Company's RVs are marketed under various brand names including Coachmen,
Shasta, and Viking through approximately 1,300 independent dealers located in
49 states and internationally and through nine Company-owned dealerships.  
Modular homes are manufactured by the Company's All American Homes operation 
which sells homes through approximately 300 builder/dealers.

The Company maintains approximately 61 trademarks, which are up for renewal
from 1998 through 2011, and approximately 3 patents due to expire between
2001 and 2006.  There are no material licenses, franchises, or concessions
and no material foreign operations.

The Company operates primarily in two business segments, vehicles and
housing.  The vehicle segment consists of the manufacture and distribution of
class A and class C motorhomes, travel trailers, fifth wheel trailers, camping
trailers, truck campers, van campers, van and truck conversions and related
parts and supplies.  The housing segment consists of factory produced modular
homes.

The table below sets forth the composition of the Company's net sales for
each of the last three years (dollar amounts in thousands):

                            1997          1996          1995
                        Amount    %   Amount    %   Amount    %
   Vehicles:
    Motorhomes         $346,435  52  $327,802  54  $279,917  54
    Travel Trailers     134,045  20   119,268  20   102,229  20
    Camping Trailers     22,527   4    19,013   3    12,728   2
    Truck Campers         4,593   1     2,306   1     3,748   1
    Parts and Supplies   39,941   6    39,327   6    33,991   7

     Total Vehicles     547,541  83   507,716  84   432,613  84

   Housing              114,050  17    98,758  16    83,249  16

     Total             $661,591 100  $606,474 100  $515,862 100

   Note:  See Note 3 of Notes to Consolidated Financial Statements
          regarding segment information on page 27.

                                    1
<PAGE>
Vehicles Segment

The Vehicles Segment consists of two groups of businesses, recreational
vehicles and parts and supplies.  The RV group is comprised of five
divisions:  Coachmen Recreational Vehicle Company, Georgie Boy Mfg., Inc.,
Shasta Industries, Coachmen Automotive and Viking Recreational Vehicles, Inc.
Recreational vehicles are either driven or towed and serve as temporary
living quarters for camping, travel and other leisure activities.
Recreational vehicles may be categorized as motorhomes, travel trailers,
camping trailers or truck campers.  A motorhome is a self-powered mobile
dwelling built on a special heavy duty chassis.  A travel trailer is a mobile
dwelling designed to be towed behind another vehicle.  Camping trailers are
smaller towed units constructed with sidewalls that may be raised up and
foldedout.  Truck campers are designed to be mounted on the bed of a pickup
truck.

The Company's principal brand names for its recreational vehicles are
Coachmen, Sportscoach, Shasta, Viking, Travelmaster, Cruise Air, Encounter,
Cruise Master, Swinger, Pursuit, Custom Swinger, Dearborn, Jimmy, Greenbriar
and Saratoga.  Other brand names the Company has protected and used and
anticipates using in the future include Normandy, Cross Country, Pathfinder
and Frolic.

The Parts and Supply Group is composed of Viking Formed Products and The Lux
Company, Inc. which provide a variety of products to the recreational vehicle
and automotive industries, as well as other industries.  Viking Formed
Products is a diversified manufacturer of fiberglass and thermoplastic parts,
including fiberglass van camper tops, raised roofs for van conversions and 
ground effects produced at its Prodesign operations.  Additional products 
produced include plastic and fiberglass flared fenders, running boards and 
lower front and rear moldings.  The Lux Company, Inc. manufactures seating 
products for the RV, office and healthcare industries.  The largest portion 
of Lux's sales are in the RV seating category, including sofa beds,
convertible pit groups, swivel chairs and ergonomic pilot seats.  Lux also
manufactures managerial, conference, guest and high-back executive chairs. 
Lux healthcare products encompass end-opening sofas and task chairs for 
laboratory and emergency care workers.

In January 1995, the Company acquired all of the issued and outstanding
capital stock of Georgie Boy Mfg., Inc., the nation's third largest
manufacturer of class A motorhomes.  All manufacturing facilities for Georgie
Boy are located in Edwardsburg, Michigan.  (See Note 10 of Notes to 
Consolidated Financial Statements on page 35 regarding acquisition information.)

The Company currently produces recreational vehicles on an assembly line
basis in Indiana, Michigan, Georgia and Oregon.  Components used in the
manufacture of recreational vehicles are primarily purchased from outside
sources.  However, in some cases (such as cushions, fiberglass products and
furniture) where it is profitable for the Company to do so, or where the
Company has experienced shortages of supplies, the Company has undertaken to
manufacture its own supplies.  The Company depends on the availability of
chassis from a limited number of manufacturers.

                                    2
<PAGE>
Occasionally, chassis availability has limited the Company's production. 
(See Note 11 of Notes to Consolidated Financial Statements on page 35 for
information concerning the use of converter pool agreements to purchase
vehicle chassis.)

The Company considers itself as being customer driven.  Sales and service
representatives regularly visit dealers in their regions, and respond quickly
to questions and suggestions.  Divisions host dealer advisory groups and
conduct informative dealer seminars and specialized training classes in areas
such as sales and service.  Open forum meetings with owners are held at
campouts, providing ongoing focus group feedback for product improvements. 
Engineers and product development team members are encouraged to travel and
vacation in Company RVs to gain a complete understanding and appreciation for
the products.

The Company believes it has the ability to respond promptly to changes in
market conditions.  Most of the manufacturing facilities can be changed over
to the assembly of other existing products in two to six weeks.  In addition,
these facilities may be used for other types of light manufacturing or 
assembly operations.  This flexibility enables the Company to adjust its
manufacturing capabilities in response to changes in demand for its products.

Recreational vehicles are generally manufactured against orders received from
the Company's dealers.  Sales are seasonal with the highest level of sales
occurring during the spring and summer months.  Agreements with most of its
dealers are cancelable on short notice, provide for minimum inventory levels
and establish sales territories.  No dealer accounts for more than 5% of the
Company's net sales.

Most dealers' purchases of RVs from the Company are financed through "floor
plan" arrangements.  Under these arrangements, a bank or other financial
institution agrees to lend the dealer all or most of the purchase price of its
RV inventory, collateralized by a lien on such inventory.  The Company 
generally executes repurchase agreements at the request of the financing 
institution.  These agreements provide that, for up to twelve months after a 
unit is financed, the Company will repurchase a unit which has been 
repossessed by the financing institution for the amount then due to the 
financing institution, which is usually less than 100% of the dealer's cost. 
Risk of loss resulting from these agreements is spread over the Company's 
numerous dealers and is further reduced by the resale value of the products 
repurchased. (See Note 11 of Notes to Consolidated Financial Statements on 
page 36.)  In addition, the Company guarantees certain obligations of some 
dealers to a financial institution for purchases of the Company's products.  
The Company's annual aggregate obligations under this arrangement are limited 
to 2% of the average annual outstanding floor plan obligations to the financial
institution which currently approximate $32 million.  Over the past three 
years, the Company has not reported any significant losses from the 
repurchase agreements or the guarantee arrangement.  The Company does not 
finance retail consumer purchases of its products, nor does it generally
guarantee consumer financing.

                                    3
<PAGE>
Housing Segment

The Company's housing group, which is the largest producer of modular homes
in the country, is composed of four All American Homes ("All American")
operations strategically located in Indiana, Iowa, North Carolina and Tennessee.
Together these plants serve more than 300 builder/dealers in 18 states.

All American's modular homes are built to the same local building codes as
site-built homes by skilled craftsmen in a factory environment unaffected by
weather conditions.  Nearly complete when they leave the plant, modular homes
are delivered to their final location, typically in two to five sections, and
are crane set onto a waiting basement or crawl space foundation.  Production
takes place on an assembly line, with components moving from workstation to
workstation for framing, electrical, plumbing, drywall, roofing, and cabinet
setting, among other operations.  An average two-module home can be produced
in just a few days.

All American regularly conducts builder meetings to review the latest in new
design options and component upgrades.  These meetings provide an opportunity
for valuable builder input and suggestions from their customers at the planning
stage.

Business Factors

Many RVs produced by the Company require gasoline for their operation.  
Gasoline has, at various times in the past, been difficult to obtain, and 
there can be no assurance that the supply of gasoline will continue 
uninterrupted, that rationing will not be imposed or that the price of, or tax
on, gasoline will not significantly increase in the future.  Shortages of 
gasoline and significant increases in gasoline prices have had a substantial 
adverse effect on the demand for RV's in the past and could have a material 
adverse effect on demand in the future.

The vehicle and housing businesses are dependent upon the availability of and
terms of the financing used by dealers and retail purchasers.  Consequently, 
increases in interest rates and the tightening of credit through governmental
action or other means have adversely affected the Company's business in the 
past and could do so in the future.

Competition and Regulation

The RV and housing industries are highly competitive, and the Company has 
numerous competitors and potential competitors in each of its classes of 
products, some of whom have greater financial and other resources.  Initial 
capital requirements for entry into the manufacture of recreational vehicles 
or housing are comparatively small;  however, codes, standards, and safety 
requirements introduced in recent years may deter potential competitors.

                                    4
<PAGE>
Recreational vehicles, the largest portion of the Company's business, 
generally compete in the lower to mid-price range markets.  The Company 
believes it is a leader in the RV industry in its focus on quality.  A 
quality product and a strong commitment to competitive pricing are emphasized by
the Company in the markets it serves.  The Company estimates that its current
share of the recreational vehicle market is in excess of nine percent.

The Company continues to recognize its obligations to protect the environment
insofar as its operations are concerned.  To date, the Company has not 
experienced any material adverse effect from existing federal, state, or
local environmental regulations.

Employees

At December 31, 1997, Coachmen employed 4,274 persons, of whom 787 were 
employed in office and administrative capacities.  The Company provides group
life, dental, hospitalization, and major medical plans under which the
employee pays a portion of the cost.  In addition, employees can participate 
in a stock purchase plan and certain employees can participate in a stock 
option plan.  The Company considers its relations with employees to be good.

Research and Development

During 1997, the Company spent approximately $3,521,000 on research related 
to the development of new products and improvement of existing products.  The
amounts spent in 1996 and 1995 were approximately $2,721,000 and $2,240,000,
respectively.

                                    5
<PAGE>
Item 2. Properties

The Registrant owns or leases 2,911,290 square feet of plant and office 
space, located on 1,214 acres, of which 1,998,184 square feet are used for 
manufacturing, 253,365 square feet are used for warehousing and distribution, 
46,024 square feet are used for research and development, 69,644 square feet 
are used for customer service and 159,436 square feet are offices.  146,054 
square feet are leased to others and 238,583 square feet are available for 
sale or lease.  The Registrant believes that its present facilities, consisting
primarily of steel clad, steel frame or wood frame construction and the 
machinery and equipment contained therein, are well maintained and in good 
condition.

The following table indicates the location, number and size of the 
Registrant's properties by segment as of December 31, 1997:

                                                  No. of     Building Area
             Location                   Acreage  Buildings     (Sq. Ft.)

Properties Owned and Used by Registrant:

  Vehicles

     Elkhart, Indiana                      88        16         455,713
     Middlebury, Indiana                  543        33         755,213
     Fitzgerald, Georgia                   17         3          67,070
     Centreville, Michigan                105         4          84,865
     Edwardsburg, Michigan                 83        12         303,254
     Colfax, North Carolina                 4         2          14,000
     Grants Pass, Oregon                   24         1          62,563
     Marietta, Georgia                      5         1          12,600

          Subtotal                        869        72       1,755,278

  Housing

     Decatur, Indiana                      43         4         286,500
     Dyersville, Iowa                      20         1         111,625
     Springfield, Tennessee                45         1         131,453
     Rutherfordton, North Carolina         38         1         131,497
     Zanesville, Ohio                      23         -               -

          Subtotal                        169         7         661,075

          Total owned                   1,038        79       2,416,353

                                    6
<PAGE>
                         Properties (Continued)

Properties Leased and Used by Registrant:

  Vehicles

     Elkhart, Indiana                       2         1          8,000
     Goshen, Indiana                       18         1         80,000
     Banning, California                    3         1          2,700
     Ft. Myers, Florida                     3         1         10,400
     Mt. Morris, Michigan                   8         1          9,200
     Grants Pass, Oregon                    9         -              -

          Subtotal                         43         5        110,300

Properties Owned by Registrant and Leased to Others:

  Vehicles

     Winter Garden, Florida                 5         1         42,176
     Lake Park, Georgia                     8         1         11,720
     Crooksville, Ohio                     10         2         39,310
     Grapevine, Texas                       5         4         52,848

          Subtotal                         28         8        146,054

Properties Owned by Registrant and Available for Sale or Lease:

  Vehicles

     Perris, California                    15         -              -
     Grapevine, Texas                       4         -              -
     Longview, Texas                       19         -              -

  Housing

     Ellenboro, North Carolina             24         3         80,300
     Montezuma, Georgia                    43         2        158,283

          Subtotal                        105         5        238,583

          Total                         1,214        97      2,911,290

                                    7
<PAGE>
Item 3.  Legal Proceedings

From time to time, the Company is involved in certain litigation arising out 
of its operations in the normal course of business.  The Company believes 
that there are no claims or litigation pending, the outcome of which will have
a material adverse effect on the financial position of the Company.

Item 4.  Submission of Matters to a Vote of Security Holders

No matters were submitted during the quarter ended December 31, 1997 to a 
vote of security holders.

Executive Officers of the Registrant

The following table sets forth the executive officers of the Company, as of 
December 31, 1997:

       Name                         Position


  *Claire C. Skinner....Chairman of the Board and Chief Executive Officer

  *Keith D. Corson......President and Chief Operating Officer and Director

  *Gary L. Groom........Executive Vice President, Finance, Secretary and
                        Director

  *Gene E. Stout........Executive Vice President, Corporate Development

  * Member of Finance Committee


Claire C. Skinner (age 43) has served as Chairman of the Board and Chief 
Executive Officer since August 1997.  Before that, Vice Chairman of the 
Company since May 1995, and served as Executive Vice President from 1990 to 
1995.  From 1987 through July 1997, Ms. Skinner served as the President of 
Coachmen RV, the Company's largest division.  Prior to that, she held several
management positions in operations and marketing since 1983.

Keith D. Corson (age 62) has served as President and Chief Operating Officer 
of the Company since November 1991.  From June 1991 to November 1991 he 
served in the position of Office of the President after rejoining the 
Company.  Mr. Corson was owner and President of Koszegi Products, a soft
case manufacturer for the eight years prior to June 1991.  He was a co-
founder of the Company in 1964, and served in several senior management 
positions from 1964 until 1982, including President of the Company from 1978 
until 1982.

Gary L. Groom (age 52) has served as Executive Vice President, Finance and 
Secretary of the Company since May 1983 and served as Senior Vice President, 
Finance and Secretary from 1980 to 1983.  He was Corporate Controller from 
1975 through 1980.  From 1972 to 1975 he was Assistant Controller.

                                   8
<PAGE>
Gene E. Stout (age 64) has served as Executive Vice President, Corporate 
Development of the Company since May 1983. From April 1982 to May 1983 he was
Senior Vice President Corporate Planning and Industry Relations.  Between 
1971 and 1982 he held various management positions with the Company.

                                Part II

Item 5.  Market for Registrant's Common Equity
         and Related Stockholder Matters

The following table discloses the high and low closing prices for Coachmen's 
common stock during the past two years as reported on the New York Stock 
Exchange, along with information on dividends paid per share during the same
periods.

                        High & Low Closing Prices          Dividends Paid
                         1997               1996          1997        1996

1st Quarter      $29.875  - $18.25    $13.875  -$ 9.4375  $.05        $.035

2nd Quarter       19.625  -  15.50     19.5625 - 12.875    .05         .05

3rd Quarter       19.625  -  16.625    26.75   - 15.375    .05         .05

4th Quarter       22.625  -  19.00     29.00   - 24.125    .05         .05

The Company's common stock is traded on the New York Stock Exchange.
The number of shareholders of record as of January 31, 1998 was 1,674.

                                    9
<PAGE>
Item 6.  Selected Financial Data

                         Five-Year Summary of Selected Financial Data
                                   -Year Ended December 31-

                   1997         1996         1995         1994         1993

Net sales     $661,591,185 $606,474,128 $515,862,065 $394,023,774 $329,511,226

Net income      24,762,624   29,630,813*  17,549,400   14,784,094   12,695,727

Net income per share
 Basic                1.44         1.94*        1.18         1.00          .87
 Diluted              1.42         1.91*        1.17         1.00          .86

Cash dividends
 per share             .20         .185          .14          .12         .095

At year end:

 Total assets  259,062,026  227,447,572  150,248,757  125,021,282   94,736,482

 Long-term debt 12,591,144   14,841,262   12,117,756    7,023,394    3,749,950

*Net income and net income per share for 1996 includes $2,293,893 and $.15, 
respectively, for the cumulative effect of an accounting change (see Note 2 
of Notes to Consolidated Financial Statements).

Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

The following discussion should be read in conjunction with the Selected 
Financial Data and the Consolidated Financial Statements.

OVERVIEW

The Company was founded in 1964 as a manufacturer of RVs and began 
manufacturing modular homes in 1982.  Since that time, the Company has 
evolved into a market leader in both business segments through a combination 
of internal growth and strategic acquisitions.  As part of its continuing
effort to focus on its core business, the Company acquired in January 1995 
the third largest class A motorhome producer, Georgie Boy Mfg., Inc., which 
more than doubled the Company's market share in this sector of the motorized
RV market.

The Company's new plant openings have been an important component of its 
internal growth strategy.  In May 1995, the Company opened a new modular 
housing plant in Tennessee.  In addition, the Company further expanded its 
modular housing production capacity with the late 1996 construction of a new
facility for the North Carolina housing operation and in late 1997 started 
construction of a new housing plant in Ohio.  The anticipated completion date
for the new facility in Ohio is June 1998.  In March 1996, the Company 
increased its RV production capacity by opening a new fifth wheel and
conventional travel trailer plant in

                                   10
<PAGE>
Oregon.  Additional travel trailer plants in Indiana also became operational 
in December 1996 and May 1997 to capitalize on the growing market share of 
the value-priced travel trailer segment of the RV business.

The Company's business segments are cyclical and subject to certain seasonal 
demand cycles and changes in general economic and political conditions.  
Demand in the RV and modular housing industries generally declines during the
winter season, while sales and profits are generally highest during the 
spring and summer months.  Inflation and changing prices have had minimal 
direct impact on the Company in the past in that selling prices and material 
costs have generally followed the rate of inflation.

RESULTS OF OPERATIONS
Comparison of 1997 to 1996

Consolidated net sales for 1997 were $661.6 million, an increase of 9.1% over
the $606.5 million reported in 1996. The Company's vehicle segment, which 
includes the parts and supply businesses, experienced a sales increase of 7.8%,
while the modular housing segment of the Company's business increased by 
15.5%. Sales increases in the vehicle segment reflect continued market share 
gains in all product categories.  The increased capacity in the Company's 
housing segment also resulted in continued sales growth, as well as, gains in
market share. The Company's RV and housing segments experienced increases in 
both the number of units sold and the average sales price per unit. 
Historically, the Company's first and fourth quarters are the slowest for
sales in both segments.  See Note 13 of Notes to Consolidated Financial 
Statements for unaudited interim financial information.

Gross profit for the year increased to $92.8 million, or 14.0% of net sales, 
from $88.5 million, or 14.6% of net sales in 1996.  The increase in gross 
profit for 1997 was primarily attributable to the increase in net sales. The
decrease in the gross profit percentage represents lower gross margins 
associated with the housing segment from the Tennessee plant opening and the 
North Carolina expansion, as well as, implementation of a seven-day workweek 
at our largest housing operation in Indiana. As these plants better utilize 
their increased capacity, inefficiencies should be reduced and eventually 
eliminated.

Operating expenses, which include selling, delivery, general and 
administrative expenses, were $57.5 million or 8.7% of net sales in 1997 
compared with $48.8 million or 8.1% of net sales in 1996.  Selling and 
delivery expenses were $31.6 million, or 4.8% of net sales, in 1997 compared 
with $27.7 million, or 4.6% in 1996. The slight increase in selling expense 
is primarily due to increased dealer volume sales incentives attributable to 
increased sales in the housing segment.  As a percentage of net sales, 
delivery expenses remained relatively unchanged. General and administrative
expenses were $25.9 million or 3.9% of net sales in 1997 compared with $21.1 
million or 3.5% of net

                                   11
<PAGE>
sales in 1996.  General and administrative expenses were adversely impacted 
by a $1.5 million increase in the bad debt expense reflecting the downturn in
the overall van conversion industry.  The Company's Parts & Supply Group
primarily supplies components to this industry.  While the Company's own van 
conversion division experienced a good performance during the year, many 
companies in the industry experienced financial difficulties.

Operating income was $35.3 million in 1997 compared with $39.7 million in 
1996, a decrease of 11.1%.  This decrease is consistent with the overall 
increase in gross profit of $4.2 million and increase in operating expenses 
of $8.7 million.  The Company's vehicle segment produced operating income of 
$26.7 million, or 4.9% of vehicle net sales, compared with operating income 
of $29.9 million, or 5.9% of vehicle net sales in 1996.  The modular housing 
segment generated operating income of $9.7 million in both 1997 and 1996, or 
8.5% and 9.8%, respectively, of housing net sales.

Interest expense increased in 1997 to $2.5 million from $1.6 million in 1996.
Interest income increased to $5.0 million in 1997 from $1.6 million in 1996. 
The increase in interest expense is substantially due to the settlement of
examinations by the Internal Revenue Service during the year, and this 
increase was mostly offset with an increase in interest income from the 
favorable settlement of open state income tax examinations. The balance of 
the increase in interest income is basically due to increased cash and short-
term investments which were generated by operating activities throughout 1997
and the sale of 2,070,000 shares of common stock in November 1996.

The net gain on the sales of properties decreased to $137,000 in 1997 from 
$726,000 in 1996. The variance reflects the result of the amount of gain or 
loss recognized upon the disposition of various small properties.  Assets are
continually analyzed and every effort is made to sell or dispose of 
properties that are determined to be unproductive.

The 1997 provision for income taxes was $14.1 million for both 1997 and 1996,
represented an effective tax rate of 36.2%, and 34.1%, respectively. The 
lower effective rate in 1996 was due to the reversals of federal and state 
income tax accruals of $250,000 and $550,000, respectively, resulting from 
favorable settlements of tax examinations.

Net income for the year ended December 31, 1997 was $24.8 million compared to
$29.6 million for the prior year. The prior year includes the $2.3 million 
cumulative effect of an accounting change for Company-owned life insurance.  
See Note 2 of Notes to Consolidated Financial Statements.

Comparison of 1996 to 1995

Consolidated net sales increased $90.6 million, or 17.6% to $606.5 million in
1996 from $515.9 million in 1995.  The Company's vehicle segment, which 
includes the Parts and Supply Group of companies,

                                   12
<PAGE>
experienced a net sales increase of 17.4% while the housing segment had a net
sales increase of 18.6%.  The vehicle segment continued its 1995 trend by 
outpacing the industry with market share gains in most of its product 
categories. Both vehicles and housing experienced increases in unit sales and
in the average sales price per unit during 1996.

Gross profit was $88.5 million and was 14.6% of net sales in 1996 compared to
$71.2 million and 13.8% reported for 1995. The increase in gross profit for
1996 was primarily due to the increase in net sales. The increase in the 
gross profit percentage represented the spreading of fixed costs over higher 
production volume.  The housing segment experienced lower gross margins due 
to the North Carolina expansion and the Tennessee plant opening.

Operating expenses, consisting of selling, delivery, general and 
administrative expenses, were $48.8 million and $44.6 million, or as a 
percentage of net sales, 8.1% and 8.6% for 1996 and 1995, respectively.  
Selling expenses for 1996 decreased .4% as a percentage of net sales, 
primarily as a result of increased demand for the Company's products.  As a
percentage of net sales, delivery expenses remained relatively unchanged.  
General and administrative expenses were $21.1 million or 3.5% of net sales 
compared with $19.0 million and 3.7% in 1995 and decreased as a percentage of
sales due to the increase in net sales.  The increase in general and 
administrative expenses during 1996 in absolute dollars was principally the
result of increased administrative requirements and related salaries and 
payroll taxes associated with the Company's growth.

Operating income was $39.7 million in 1996 compared with $26.7 million in 
1995, an increase of 48.8%.  This increase was consistent with the $17.3 
million increase in gross profit and the overall decrease of .5% in operating
expenses as a percentage of net sales.  The Company's vehicle segment 
produced operating income of $29.9 million, or 5.9% of vehicle net sales, 
compared with operating income of $18.1 million, or 4.2% of vehicle net sales
in 1995.  The modular housing segment generated 1996 operating income of $9.7
million, or 9.8% of housing net sales, compared with 1995 operating income of
$8.6 million, or 10.4% of housing net sales. The decrease in operating income
as a percentage of net sales for the Company's housing segment was attributable
to the North Carolina expansion and Tennessee plant opening.

Interest expense for 1996 decreased to $1.6 million, or .3% of net sales, 
from $3.1 million, or .6% of net sales in 1995 primarily as a result of a 
change to the cash surrender value method of accounting for the Company's 
investment in life insurance contracts.  These life insurance contracts were 
purchased to fund obligations under deferred compensation agreements with 
executives and other key employees.  The interest costs associated with 
deferred compensation obligations and with the borrowings against the cash 
value of the insurance policies are now partially offset by the increases in 
cash surrender values each accounting period.  Previously, the increases in 
cash surrender values were not recognized, since the investment in life 
insurance contracts

                                   13
<PAGE>
consisted only of the capitalized insurance premiums.

Interest income for 1996 increased to $1.6 million from $1.3 million for 
1995, primarily due to the amounts of cash and temporary cash investments in 
1996 versus 1995.  Increases in cash and temporary cash investments were 
primarily generated from operating activities throughout the year and the 
sale of 2,070,000 shares of common stock in November 1996.

The gain on sale of properties decreased to $726,000 for 1996 from $793,000 
for 1995.  This small variance is the result of the amount of gain recognized
upon the disposition of various small properties.

Other income, net, represents income of $1.0 million for 1996 compared to 
income of $2.3 million for 1995.  The 1996 income was primarily from a final 
determination of insurance proceeds from assets destroyed in a fire that 
consumed the Company's Prodesign production facility in August 1995 and
interest participation in finance company transactions.  The 1995 income was 
primarily from the Prodesign fire.  See Note 12 of Notes to Consolidated 
Financial Statements.

Income taxes for 1996 increased to $14.1 million, or 2.3% of net sales, from 
$10.4 million, or 2.0% of net sales in 1995. The effective tax rate was 34.1%
compared to 37.2% in 1995. The decrease in the effective tax rate for 1996 is
attributable to an increase in nontaxable income and the reversals of federal
and state income tax accruals of $250,000 and $550,000, respectively, 
resulting from favorable settlements of tax examinations.

Net income for 1996 was $29.6 million compared to $17.5 million in 1995, 
which included $2.3 million for the cumulative effect of an accounting change
for Company-owned life insurance.  See Note 2 of Notes to Consolidated
Financial Statements.

                                   14
<PAGE>
Liquidity and Capital Resources

The Company generally relies on funds from operations as its primary source 
of working capital and liquidity.  In addition, the Company maintains an 
unsecured committed line of credit, which totaled $30 million at December 31, 
1997, to meet its seasonal working capital needs.  There were no borrowings 
against this line of credit during 1997, 1996 and 1995.  The Company's 
operating activities have been a principal source of cash flows in each of 
the last three years.  Operating cash flows were $36.7 million, $15.3 million
and $13.2 million for 1997, 1996 and 1995, respectively.  For each of these 
years, net income, adjusted by certain noncash items such as depreciation, was a
significant factor in generating operating cash flows.  In 1997, an increase 
in accounts payable and other current liabilities was basically offset by 
increases in receivables.  In 1996, net income was utilized to fund the
increased inventory levels associated with higher sales and production.  
Investing activities used cash of $27.1 million, $15.7 million and $11.7 
million in 1997, 1996 and 1995, respectively.  In 1997, the acquisition of
short-term investments of $52.1 million was partially offset by the sale of 
short-term investments of $36.5 million.  Otherwise the principal use of cash
for investing activities in each of the last three years has been property, 
plant and equipment acquisitions. Major capital expenditures during 1997 were 
acquisitions of production facilities for the RV segment, including 
properties previously leased, and initiating the construction of a new 
facility in Ohio for the housing segment.  Major capital expenditures during 
1996 included, the North Carolina expansion (financed in part by a $5.0 
million industrial revenue bond) and the Oregon plant opening.  Significant 
capital expenditures in 1995 were primarily associated with the Tennessee 
plant opening. During 1997, financing cash flows basically consisted of 
payments of long-term debt, dividends and the purchases of common shares for 
the treasury.  These negative cash flows were partially offset by the 
issuance of common shares under stock option and stock purchase plans.  
Financing cash flows for 1996 included $48 million of proceeds from a public 
sale of the Company's common shares and $5 million of proceeds from the 
industrial revenue bond mentioned above.  For a more detailed analysis of the
Company's cash flows for each of the last three years, see the Consolidated 
Statements of Cash Flows.  The Company's cash and temporary cash investments 
at December 31, 1997 were $71.4 million, or an increase of $5.0 million over 
1996.  The Company anticipates that available funds, together with 
anticipated cash flows generated from future operations and amounts available
under its line of credit will be sufficient to fund the Company's planned 
capital expenditures and other operating cash requirements through the end of
1998.

In 1997, working capital increased $14.9 million, from $125.4 million to 
$140.3 million. The $26.0 million increase in current assets at December 31, 
1997 versus December 31, 1996, was primarily due to the current year's 
profits, as well as, an increase in trade receivables. The $11.2 million
increase in current liabilities is substantially due to increases in trade 
payables and other liabilities, principally warranty and income taxes.

                                   15
<PAGE>      
Other Matters

The Company has determined that certain of its computer software was 
originally programmed using two digits rather than four to define the 
applicable year.  As a result, this software may be unable to process 
transactions beyond December 31, 1999.  The Company has undertaken to replace
the affected software and has established a timetable for completion of not 
later than December 31, 1998.  The total cost of the project, including 
hardware, software and training costs is estimated to be $2.5 million, of 
which $.5 million was incurred during 1997.  Failure to successfully 
implement the new systems, or delays in the implementation could cause 
disruptions in operations, including, among other things, a temporary 
inability to process transactions, send invoices or pay vendors and employees.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

                                   16
<PAGE>
Item 8.  Financial Statements and Supplementary Data
                              
REPORT OF INDEPENDENT ACCOUNTANTS
                              
To the Shareholders and Board of Directors of
    Coachmen Industries, Inc.:

We have audited the accompanying consolidated balance sheets of Coachmen 
Industries, Inc. and subsidiaries as of December 31, 1997 and 1996, and the 
related consolidated statements of income and retained earnings and cash 
flows for each of the three years in the period ended December 31, 1997. 
These financial statements are the responsibility of the Company's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. 
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation.  We believe that our audits provide a 
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Coachmen 
Industries, Inc. and subsidiaries as of December 31, 1997 and 1996, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1997, in conformity with 
generally accepted accounting principles.

As discussed in Note 2 to the consolidated financial statements, effective
January 1, 1996 the Company changed its method of accounting for its
investments in life insurance contracts.

                                         COOPERS & LYBRAND L.L.P.
                                      -----------------------------
                                         COOPERS & LYBRAND L.L.P.

South Bend, Indiana
January 30, 1998

                                   17
<PAGE>
Coachmen Industries, Inc. And Subsidiaries

Consolidated Balance Sheets
as of December 31, 1997 and 1996

                      ASSETS
                                                 1997          1996

CURRENT ASSETS
  Cash and temporary cash investments        $ 71,427,918  $ 66,448,901
  Short-term investments                       15,852,718       500,000
  Trade receivables, less allowance for
   doubtful receivables 1997 - $1,354,000
   and 1996 - $919,000                         25,212,595    20,575,048
  Other receivables                             2,980,257     2,103,168
  Refundable income taxes                       1,761,000     1,865,000
  Inventories                                  68,416,006    68,311,038
  Prepaid expenses and other                    1,247,973       930,244
  Deferred income taxes                         3,040,000     3,180,000

    Total current assets                      189,938,467   163,913,399

PROPERTY AND EQUIPMENT, at cost
  Land and improvements                         9,041,817     6,640,920
  Buildings and improvements                   39,950,161    33,516,736
  Machinery and equipment                      16,874,788    14,563,955
  Transportation equipment                     10,159,168     9,619,667
  Office furniture and fixtures                 5,712,961     4,830,577

                                               81,738,895    69,171,855

  Less, Accumulated depreciation               35,137,268    29,314,413

                                               46,601,627    39,857,442

OTHER ASSETS
  Real estate held for sale                     4,188,063     4,902,105
  Rental properties                             2,000,218     2,530,608
  Intangibles, less accumulated amortization
   1997 - $516,469 and 1996 - $380,363          4,927,807     5,063,913
  Deferred income taxes                           569,000       600,000
  Other                                        10,836,844    10,580,105

                                               22,521,932    23,676,731

    TOTAL ASSETS                             $259,062,026  $227,447,572

The accompanying notes are a part of the consolidated financial statements.

                                   18
<PAGE>
      LIABILITIES AND SHAREHOLDERS' EQUITY
                                                 1997         1996

CURRENT LIABILITIES
  Current maturities of long-term debt       $  2,258,519  $ 2,278,519
  Accounts payable, trade                      22,818,303   14,532,948
  Accrued wages, salaries and commissions       4,876,790    4,410,925
  Accrued dealer incentives                     3,226,255    3,064,437
  Accrued warranty expense                      6,013,528    4,460,137
  Accrued income taxes                          1,529,543      628,051
  Accrued insurance                             2,319,518    3,697,709
  Other accrued liabilities                     6,633,762    5,449,270

    Total current liabilities                  49,676,218   38,521,996

LONG-TERM DEBT                                 12,591,144   14,841,262
OTHER                                           6,658,872    6,428,373

    Total liabilities                          68,926,234   59,791,631

COMMITMENTS AND CONTINGENCIES (Note 11)

SHAREHOLDERS' EQUITY
  Common shares, without par value: authorized
   60,000,000 shares; issued 1997 - 20,689,214
   shares and 1996 - 20,527,644 shares         87,519,740   86,248,042
  Additional paid-in capital                    3,012,596    2,313,743
  Retained earnings                           115,984,289   94,670,593

                                              206,516,625  183,232,378

  Less, Cost of shares reacquired for the
   treasury 1997 - 3,387,648 shares and
   1996 - 3,340,996 shares                     16,380,833   15,576,437

    Total shareholders' equity                190,135,792  167,655,941

    TOTAL LIABILITIES AND
      SHAREHOLDERS' EQUITY                   $259,062,026 $227,447,572

                                   19
<PAGE>
Coachmen Industries, Inc. And Subsidiaries

Consolidated Statements Of Income And Retained Earnings
for the years ended December 31, 1997, 1996 and 1995

                                         1997          1996          1995

Net sales                            $661,591,185  $606,474,128  $515,862,065
Cost of goods sold                    568,836,172   517,966,127   444,626,666

    Gross profit                       92,755,013    88,508,001    71,235,399

Operating expenses:
  Selling and delivery                 31,605,666    27,719,131    25,593,164
  General and administrative           25,889,028    21,116,814    18,983,252

                                       57,494,694    48,835,945    44,576,416

    Operating income                   35,260,319    39,672,056    26,658,983

Nonoperating income (expense):
  Interest expense                     (2,544,021)   (1,572,092)   (3,141,763)
  Interest income                       4,975,360     1,615,442     1,306,148
  Gain on sale of properties, net         137,246       726,023       793,412
  Other, net                              996,720     1,041,401     2,340,620

                                        3,565,305     1,810,774     1,298,417
    Income before income taxes
      and cumulative effect
      of accounting change             38,825,624    41,482,830    27,957,400

Income taxes                           14,063,000    14,146,000    10,408,000

    Income before cumulative effect
      of accounting change             24,762,624    27,336,830    17,549,400

Cumulative effect of accounting
  change for Company-owned life
  insurance policies                            -     2,293,983             -

    Net income                         24,762,624    29,630,813    17,549,400

Retained earnings,
  beginning of the year                94,670,593    67,824,816    52,359,629

Cash dividends (per common share:
  1997 - $.20, 1996 - $.185 and
  1995 - $.14)                         (3,448,928)   (2,785,036)   (2,084,213)

Retained earnings, end of year       $115,984,289  $ 94,670,593  $ 67,824,816
Earnings per common share:
  Income before cumulative
    effect of accounting change:
    Basic                            $       1.44  $       1.79  $       1.18
    Diluted                                  1.42          1.76          1.17
  Net income:
    Basic                                    1.44          1.94          1.18
    Diluted                                  1.42          1.91          1.17

The accompanying notes are a part of the consolidated financial statements.

                                   20
<PAGE>
Coachmen Industries, Inc. And Subsidiaries

Consolidated Statements Of Cash Flows
for the years ended December 31, 1997, 1996 and 1995

                                         1997          1996          1995
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                         $ 24,762,624  $ 29,630,813  $ 17,549,400
  Adjustments to reconcile net income
    to net cash provided by operating
    activities:
      Depreciation                      6,696,517     5,487,528     3,993,282
      Amortization of intangibles         136,106       135,592       136,620
      Provision for doubtful
        receivables, net                1,616,801       158,024       291,564
      Gain on sale of properties         (137,246)     (726,023)     (793,412)
      Gain on insurance settlement              -      (393,014)   (2,124,539)
      Cumulative effect of
        accounting change                       -    (2,293,983)            -
      Increase in cash surrender value
        of life insurance policies     (1,017,007)   (1,087,678)            -
      Deferred income taxes               171,000      (240,000)      (93,000)
      Other                               431,051       113,666       107,243
      Changes in certain assets and
        liabilities, net of effect of
        acquisitions and dispositions:
          Receivables, excluding
            current portion of notes   (7,280,485)     (875,253)   (2,577,413)
          Inventories                     394,046   (11,077,327)    1,361,916
          Prepaid expenses and other     (317,729)      640,248      (304,327)
          Accounts payable, trade       8,285,355    (3,902,614)   (4,188,586)
          Income taxes - accrued
            and refundable              1,005,492    (1,711,749)   (1,408,039)
          Other current liabilities     1,987,375     1,447,503     1,277,349
              Net cash provided by
                operating activities   36,733,900    15,305,733    13,228,058

CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from:
    Sale of short-term investments     36,534,842             -       263,888
    Sale of properties                  1,644,501       925,452     3,477,934
    Insurance settlement                        -     2,821,014       846,463
  Acquisitions of:
    Short-term investments            (52,082,223)            -             -
    Property and equipment            (14,202,539)  (14,919,168)  (15,222,794)
    Real estate held for sale and
      rental properties                         -    (1,861,458)            -
  Acquisition of businesses net of
    acquired cash                               -    (1,852,596)   (4,313,046)
 (Advances) collections on notes 
    receivable, net                       553,399    (1,136,340)       39,177
  Unexpended industrial revenue bond
    proceeds                              254,463      (254,463)    3,337,122
  Other                                   162,841       560,195      (130,153)
              Net cash (used in)
                investing activities  (27,134,716)  (15,717,364)  (11,701,409)

                                   21
<PAGE>
Consolidated Statements of Cash Flows (Concluded)
for the years ended December 31, 1997, 1996 and 1995

                                         1997          1996          1995       
CASH FLOWS FROM FINANCING ACTIVITIES
  Payment of short-term borrowings              -             -      (900,000)
  Proceeds from long-term debt                  -     5,000,000             -
  Payments of long-term debt           (2,270,118)   (2,092,447)   (1,833,892)
  Sale of common stock, net of
    offering expenses                           -    47,970,779             -
  Issuance of common shares under stock
    option and stock purchase plans     1,271,698     1,126,061       550,815
  Tax benefit from stock 
    options exercised                     654,681       620,431       227,000
  Cash dividends paid                  (3,448,928)   (2,785,036)   (2,084,213)
  Purchases of common shares
    for treasury                         (827,500)            -             -
              Net cash provided by
                (used in) financing
                activities             (4,620,167)   49,839,788    (4,040,290)

Increase (decrease) in cash and 
    temporary cash investments          4,979,017    49,428,157    (2,513,641)

CASH AND TEMPORARY CASH INVESTMENTS
  Beginning of year                    66,448,901    17,020,744    19,534,385

  End of year                         $71,427,918  $ 66,448,901  $ 17,020,744

Supplemental disclosures of cash flow
  information:
    Cash paid during the year for:
      Interest                        $ 1,272,000  $  2,018,439  $  2,398,000
      Income taxes                     13,142,000    15,628,000    12,265,000

The accompanying notes are a part of the consolidated financial statements.

                                   22
<PAGE>
Coachmen Industries, Inc. And Subsidiaries

Notes To Consolidated Financial Statements

1.  NATURE OF OPERATIONS AND ACCOUNTING POLICIES.

    Nature of Operations - Coachmen Industries, Inc. and its subsidiaries (the
    "Company") manufacture a full line of recreationalvehicles and van
    conversions through seven divisions with manufacturing facilities located
    in Indiana, Georgia, Michigan and Oregon.  These products are marketed 
    through a nationwide dealer network.  The Company's housing divisions, 
    with locations in Indiana, Iowa, North Carolina and Tennessee, supply 
    modular housing to builder/dealers in eighteen adjoining states. The 
    Company's parts and supply divisions concentrate primarily on providing 
    parts and supplies to the recreational vehicle and van conversion 
    industries, and also have an important interest in the office furniture
    market.

    Principles of Consolidation - The accompanying consolidated financial
    statements include the accounts of Coachmen Industries, Inc. and its
    subsidiaries, all of which are wholly owned.

    Use of Estimates in the Preparation of Financial Statements - The
    preparation of financial statements in conformity with generally accepted
    accounting principles requires management to make estimates and assumptions
    that affect the reported amounts of assets and liabilities and disclosure of
    contingent assets and liabilities at the date of the financial statements
    and the reported amounts of revenues and expenses during the reporting
    period.  Actual results could differ from those estimates.

    Revenue Recognition, Concentrations of Credit Risk and Allowances for Credit
    Losses - Sales are recognized as revenue upon shipment. The Company has a
    concentration of credit risk in the recreational vehicle industry, although
    there is no geographic concentration of credit risk. The Company performs
    ongoing credit evaluations of its customers' financial condition and sales
    to its recreational vehicle dealers are generally subject to preapproved
    dealer floor plan financing whereby the Company is paid upon delivery or
    shortly thereafter. The Company generally requires no collateral from its
    customers.  Future credit losses are provided for currently through the
    allowance for doubtful receivables and actual credit losses are charged to
    the allowance when incurred.

    At December 31, 1997 and 1996, cash and temporary cash investments include
    approximately $42.8 million and $45.2 million, respectively, invested in
    variable rate demand notes with a seven-day put option. In addition, cash
    and temporary cash investments include $28.1 million and $20.8 million
    invested in a money market mutual fund at December 31, 1997 and 1996,
    respectively.

    Cash Flows and Noncash Activities - For purposes of the consolidated
    statements of cash flows, cash and temporary cash investments include cash,
    cash investments and any highly liquid investments purchased with an
    original maturity of three months or less.  The Company's acquisitions of
    and dispositions of subsidiaries included certain noncash activities (see
    Note 10). For each of the three years in the period ended December 31, 1997,
    the Company issued common shares with a market value of $67,276, $55,665 and
    $38,280, respectively, in lieu of cash compensation. The Company recognizes
    a tax benefit in additional paid-in capital from exercise of stock options
    (see Note 7).

                                   23
<PAGE>
Coachmen Industries, Inc. And Subsidiaries

Notes To Consolidated Financial Statements, Continued

1.  NATURE OF OPERATIONS AND ACCOUNTING POLICIES, Continued.

    Short-Term Investments - The Company accounts for its short-term investments
    under Statement of Financial Accounting Standards ("SFAS") No. 115,
    "Accounting for Certain Investments in Debt and Equity Securities" which
    requires certain securities to be categorized as either trading, available-
    for-sale or held-to-maturity.  The Company's short-term investments at
    December 31, 1997, which consist entirely of equity securities, are
    classified as available-for-sale and, accordingly, are carried at fair value
    with unrealized gains and losses recorded as a separate component of
    shareholders' equity.  At December 31, 1997, the cost of short-term
    investments approximated their fair value.  At December 31, 1996, short-term
    investments consisted solely of a $500,000 certificate of deposit carried at
    cost.  Realized gains (losses) on sales of investments were $(194,663) in
    1997 and $13,888 in 1995.  The cost of securities sold is determined by the
    specific identification method.

    Fair Value of Financial Instruments - The carrying amounts of cash
    equivalents, short-term investments, receivables and accounts payable
    approximated fair value as of December 31, 1997 and 1996, because of the
    relatively short maturities of these instruments.  The carrying amount of
    long-term debt, including current maturities, approximated fair value as of
    December 31, 1997 and 1996, based upon terms and conditions currently
    available to the Company in comparison to terms and conditions of the
    existing long-term debt.  The Company has investments in life insurance
    contracts to fund obligations under deferred compensation agreements (see
    Notes 2 and 8).  At December 31, 1997 and 1996, the carrying amount of these
    policies, which equaled their fair value, was $9.9 million and $8.9 million,
    respectively (cash surrender values of $22.6 million and $20.3 million,
    net of $12.7 million and $11.4 million of policy loans, respectively).

    Inventories - Inventories are valued at the lower of cost (first-in, first-
    out method) or market.

    Property and Equipment - Depreciation is computed by the straight-line
    method on the costs of the assets, at rates based on their estimated useful
    lives as follows: land improvements 3-15 years; buildings and improvements
    10-30 years; machinery and equipment 3-10 years; transportation equipment
    2-7 years; and office furniture and fixtures 2-10 years.

    Upon sale or retirement of property and equipment, including real estate
    held for sale and rental properties, the asset cost and related accumulated
    depreciation is removed from the accounts and any resulting gain or loss is
    included in income.

    Real Estate Held For Sale - Real estate held for sale represents real
    properties which are carried at the lower of estimated realizable value or
    cost less accumulated depreciation.  As of December 31, 1997 and 1996, the
    carrying value of real estate held for sale (and the related accumulated
    depreciation) aggregated $4,451,596 ($263,533) and $5,269,155 ($367,050),
    respectively.

                                       24
<PAGE>
Coachmen Industries, Inc. And Subsidiaries

Notes To Consolidated Financial Statements, Continued

    Rental Properties - Rental properties represent owned facilities which are
    currently leased to others under lease agreements with expiring terms
    through August 31, 2002.  Certain of the lease agreements contain options
    for the lessee to renew the lease or purchase the facilities.  Lease income
    for the years ended December 31, 1997, 1996 and 1995 aggregated $302,931,
    $256,855 and $381,287, respectively.  Future minimum annual lease income
    under these lease agreements is as follows: 1998 - $441,000, 1999 -
    $419,750, 2000 - $186,000, 2001 - $186,000 and 2002 - $124,000.  The rental
    properties are carried at cost less accumulated depreciation, which is not
    in excess of net realizable value.  The rental properties are depreciated by
    the straight-line method over the estimated useful lives of the assets (15-
    20 years).  At December 31, 1997 and 1996, the cost of rental properties
    (and the related accumulated depreciation) aggregated $2,859,991 ($859,773)
    and $3,488,179 ($957,571), respectively.

    Intangibles - Intangibles represent the excess of cost over the fair value
    of net assets of businesses acquired, and are being amortized over a 40-year
    period by the straight-line method.

    Income Taxes - The provision for income taxes is based on income recognized
    for financial statement purposes and includes the effects of temporary
    differences between such income and that recognized for tax return purposes.
    Deferred tax assets and liabilities are established for the expected future
    tax consequences of events that have been included in the financial
    statements or tax returns using enacted tax rates in effect for the years in
    which the differences are expected to reverse.

    Research and Development Expenses - Research and development expenses
    charged to operations were approximately $3,521,000, $2,721,000 and
    $2,240,000 for the years ended December 31, 1997, 1996 and 1995,
    respectively.

    Warranty Expense - The Company accrues an estimated warranty liability at
    the time the warranted products are sold.

    Stock-Based Compensation - The Company has adopted the disclosure only
    provisions of SFAS No. 123, "Accounting for Stock-Based Compensation," and,
    accordingly, accounts for its stock option plan under the provisions of
    Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
    Employees."

    New Accounting Pronouncements - In June 1997, the Financial Accounting
    Standards Board issued SFAS No. 130, "Reporting Comprehensive Income," and
    SFAS No. 131, "Disclosure about Segments of an Enterprise and Related
    Information."  SFAS No. 130 establishes standards for the reporting and
    disclosure of comprehensive income and its components in a full set of
    general purpose financial statements.  SFAS No. 131 changes the manner in
    which public companies report segment information in annual reports and
    requires companies to report selected segment information in interim
    financial reports.  Companies will be required to report financial and
    descriptive information about the Company's operating segments.  Both these
    statements are effective for fiscal years beginning after December 15, 1997,
    with reclassification of the financial statements for earlier periods
    required for comparative purposes.  The Company plans to adopt these
    statements for its year ending December 31, 1998.
                                      
                                   25
<PAGE>
Coachmen Industries, Inc. And Subsidiaries

Notes To Consolidated Financial Statements, Continued

2.  ACCOUNTING CHANGES.

    Effective January 1, 1996, the Company changed its method of accounting for
    its investments in life insurance contracts which were purchased to fund
    liabilities under deferred compensation agreements with executives and other
    key employees.  Prior to January 1, 1996, the Company accounted for its
    investments in life insurance contracts by capitalizing premiums under the
    ratable charge method (a method of accounting which was acceptable when the
    insurance contracts were originally acquired and continued to be acceptable
    for contracts acquired prior to November 14, 1985). Effective January 1,
    1996, the Company changed to the cash surrender value method of accounting
    which is the preferred method under generally accepted accounting
    principles, as this method more accurately reflects the economic value of
    the contracts.

    On January 1, 1996, the Company recorded a $2.3 million noncash credit for
    the cumulative effect of this accounting change ($.15 per share for both
    basic and diluted earnings per share). This accounting method change also
    increased income before cumulative effect of accounting change and net
    income for the year ended December 31, 1996 by $1,087,678 or $.07 per share
    for both basic and diluted earnings per share.  If the cash surrender value
    method had been applied during 1995, proforma net income would have been
    $18,292,792 and proforma net income per share would have been $1.23 - basic
    and $1.22 - diluted.

                                   26
<PAGE>
Coachmen Industries, Inc. And Subsidiaries

Notes To Consolidated Financial Statements, Continued

3.  OPERATIONS IN DIFFERENT INDUSTRIES.

    The Company's business and operations are comprised of two segments:
    Vehicles(recreational, vans, specialized and related parts and accessories)
    and Housing (modular).  Segment information is set forth in the following
    table:

                                     1997            1996           1995
    Net sales:
         Vehicles                $547,540,761    $507,715,622   $432,612,786
         Housing                  114,050,424      98,758,506     83,249,279

           Total                 $661,591,185    $606,474,128   $515,862,065

    Operating income (loss):
         Vehicles                $ 26,663,164    $ 29,934,813   $ 18,136,796
         Housing                    9,699,814       9,674,894      8,644,906
         General Corporate         (1,102,659)         62,349       (122,719)

           Total                 $ 35,260,319    $ 39,672,056   $ 26,658,983

    Identifiable assets:
         Vehicles                $114,171,173    $109,701,864   $ 89,173,588
         Housing                   30,161,106      31,406,963     23,957,173
         General Corporate        114,729,747      86,338,745     37,117,996

           Total                 $259,062,026    $227,447,572   $150,248,757

     Depreciation:
         Vehicles                $  3,657,050    $  2,931,270   $  2,218,420
         Housing                    2,477,634       2,140,587      1,487,159
         General Corporate            561,833         415,671        287,703

           Total                 $  6,696,517    $  5,487,528   $  3,993,282

     Additions to property
         and equipment(including
         property and equipment
         acquired in the acquisition
         of businesses):
           Vehicles              $ 10,365,839    $ 11,421,971   $  8,905,728
           Housing                  2,601,505       6,846,332      6,834,516
           General Corporate        1,235,195         482,865      2,602,967

           Total                 $ 14,202,539    $ 18,751,168   $ 18,343,211

4.  INVENTORIES.

    Inventories consist of the following:

                                                     1997           1996

      Raw materials                              $ 19,437,977   $ 20,951,906
      Work in process                               9,327,308      6,467,066
      Finished goods                               39,650,721     40,892,066

        Total                                    $ 68,416,006   $ 68,311,038

                                   27
<PAGE>
Coachmen Industries, Inc. And Subsidiaries

Notes To Consolidated Financial Statements, Continued

5.  SHORT-TERM BORROWINGS.

    At December 31, 1997 and 1996, the Company has an unsecured bank line of
    credit aggregating $30 million with interest on outstanding borrowings
    payable monthly at a formula rate, which approximates the bank's cost of
    funds plus a mark-up, which generally results in a rate at least 2% below
    the prime rate.  There were no outstanding borrowings under this bank line
    of credit during 1997 and 1996.

6:  LONG-TERM DEBT.

    Long-term debt consists of the following:
                                                    1997           1996
      Obligations under industrial development
      revenue bonds, variable rates, with
      various maturities through 2011            $ 9,807,836    $10,832,781

      Promissory notes payable, issued or
      assumed in the acquisition of Georgie
      Boy (see Note 10), principal payable
      in annual installments through January
      2001, interest payable monthly at the
      prime rate, (8.5% at December 31, 1997),
      unsecured                                    5,041,827      6,266,998

      Other                                                -         20,002

        Total                                     14,849,663     17,119,781

       Less, Current maturities                    2,258,519      2,278,519

        Long-term debt                           $12,591,144    $14,841,262

    Aggregate maturities of long-term debt for each of the next five years
    ending December 31 are as follows:  1998 - $2,258,519; 1999 - $2,258,519;
    2000 - $1,966,323; 2001 - $1,766,302 and 2002 - $400,000.

    In connection with four of its industrial development revenue bond
    obligations, the Company obtained, as a credit enhancement for the
    bondholders, irrevocable letters of credit in favor of the bond trustees.
    The agreements relating to these letters of credit contain, among other
    provisions, certain covenants relating to required amounts of working
    capital and net worth and the maintenance of certain required financial
    ratios.

7.  COMMON STOCK MATTERS AND EARNINGS PER SHARE.

          Stock Offering

    In November 1996, the Company completed a public stock offering consisting
    of 2,070,000 shares of its common stock at $24.50 per share.  Net of
    underwriting fees and offering expenses, proceeds to the Company aggregated
    $48 million.

                                   28
<PAGE>
Coachmen Industries, Inc. And Subsidiaries

Notes To Consolidated Financial Statements, Continued

7.  COMMON STOCK MATTERS AND EARNINGS PER SHARE, CONTINUED

    Stock Option Plan

    The Company's stock option plan provides for the granting to eligible key
    employees of options to purchase common shares.  Under terms of the plan,
    the Company may grant incentive stock options or non-qualified stock
    options.  The option price for options granted to key employees is an amount
    per share of not less than the fair market value per share on the date of
    granting the option.  No such options may be exercised  during the first 
    year after grant, and are exercisable cumulatively in four installments 
    of 25% each year thereafter.

    The following table summarizes stock option activity:

                                                                Weighted
                                                                 Average
                                                  Number        Exercise
                                                of Shares         Price

    Outstanding, January 1, 1995                 458,800          $ 5.50
      Granted                                    272,400            7.98
      Canceled                                   (33,150)           7.54
      Exercised                                 (123,150)           3.71

    Outstanding, December 31, 1995               574,900            6.95
      Granted                                    251,800           12.61
      Canceled                                   (14,100)           7.65
      Exercised                                 (165,500)           5.88

    Outstanding, December 31, 1996               647,100            9.36
      Granted                                    222,550           19.53
      Canceled                                   (47,700)          11.81
      Exercised                                 (147,425)           6.94

    Outstanding, December 31, 1997               674,525           13.07

    Options outstanding at December 31, 1997 are exercisable at prices ranging
    from $6.44 to $27.13 and have a weighted average remaining contractual
    life of 3.02 years.  The following table summarizes information about stock
    options outstanding at December 31, 1997.

                          Options Outstanding          Options Exercisable
                                Weighted-
                    Number       Average   Weighted-    Number       Weighted-
                Outstanding at  Remaining   Average  Exercisable at   Average
    Range of     December 31,  Contractual  Exercise  December 31,    Exercise
 Exercise Price      1997         Life       Price       1997          Price

 $ 6.44 -$ 8.00     95,700        1.7       $ 7.02      67,050         $ 6.94
   8.01 - 12.00    275,525        2.3         8.99     120,080           8.69
  12.01 - 15.00     42,250        3.3        14.07      10,563          14.07
  15.01 - 27.13    261,050        4.2        19.45      11,488          19.09

                   674,525                             209,181

                                   29
<PAGE>
Coachmen Industries, Inc. And Subsidiaries

Notes To Consolidated Financial Statements, Continued

7.  COMMON STOCK MATTERS AND EARNINGS PER SHARE, Continued

    At December 31, 1996 and 1995, there were exercisable options to purchase
    178,638 and 153,623 shares at weighted-average exercise prices of $6.62 and
    $5.14, respectively. The weighted-average grant-date fair value of options
    granted during the years ended December 31, 1997, 1996 and 1995 was $4.81,
    $3.08 and 2.08, respectively. As of December 31, 1997, 612,250 shares were
    reserved for the granting of future stock options, compared with 787,100
    shares at December 31, 1996.

    Had the Company adopted the provisions SFAS No. 123, "Accounting for Stock-
    Based Compensation," the Company's net income and net income per share would
    have been:

                                          1997         1996         1995

      Pro forma net income             $24,533,000  $29,512,000  $17,499,000
      Pro forma net income per share:
        Basic                                 1.42         1.93         1.18
        Diluted                               1.41         1.90         1.17

    The pro forma amounts and the weighted-average grant-date fair-value of
    options granted were estimated using the Black-Scholes option-pricing model
    with the following assumptions:
                                          1997         1996         1995

      Risk free interest rate             6.00%        6.00%        6.87%
      Expected life                    2.75 years   2.75 years   2.75 years
      Expected volatility                 30.7%        30.7%        30.7%
      Expected dividends                   1.2%         1.2%         1.2%


    Stock Purchase Plan

    The Company has an employee stock purchase plan under which a total of
    562,083 shares of the Company's common stock are reserved for purchase by
    full-time employees through payroll deductions, cash payments, or a
    combination of both at a price equal to 90% of the market price of the
    Company's common stock on the purchase date.  As of December 31, 1997, there
    were 267 employees actively participating in the plan. Since its inception,
    a total of 237,917 shares have been purchased by employees under the plan.
    Certain restrictions in the plan limit the amount of payroll deductions and
    cash payments an employee may make in any one quarter. There are also
    limitations as to the amount of ownership in the Company an employee may
    acquire under the plan.

    Earnings Per Share

    The Company has adopted the provisions of SFAS No. 128, "Earnings Per
    Share," retroactively for all periods presented.  SFAS No. 128 requires the
    Company to present "basic" and "diluted" earnings per share.  Basic earnings
    per share is computed by dividing net income by the weighted average number
    of shares of common stock outstanding during the period. Diluted earnings

                                   30
<PAGE>
Coachmen Industries, Inc. And Subsidiaries

Notes To Consolidated Financial Statements, Continued

7.  COMMON STOCK MATTERS AND EARNINGS PER SHARE, Continued

    per share is computed by dividing net income by the weighted average number
    of shares of common stock outstanding plus the dilutive effect of stock
    options.  The number of shares used in the computation of basic and diluted
    earnings per share are as follows:
                                    1997           1996          1995

              Basic              17,238,353     15,280,578    14,881,968
              Diluted            17,401,402     15,494,731    14,943,836

                                   31
<PAGE>
Coachmen Industries, Inc. And Subsidiaries

Notes To Consolidated Financial Statements, Continued

7.  COMMON STOCK MATTERS AND EARNINGS PER SHARE, Continued

    Changes in Common Shares, Additional Paid-In Capital and Treasury Shares

                                                     Additional
                                          Common      Paid-in      Treasury
                                          Shares      Capital       Shares

     Balance, January 1, 1995          $36,600,387 $ 1,431,055 $(15,635,125)

     Issuance of 12,130 common
        shares under employee
        stock purchase plan                 94,396           -            -

     Issuance of 4,638 common
        shares from treasury                     -       6,834       31,446

     Issuance of 123,150 common
        shares upon the exercise
        of stock options                   456,419           -            -

     Tax benefit from exercise
        of stock options                         -     227,000            -

     Balance, December 31, 1995         37,151,202   1,664,889  (15,603,679)

     Sale of 2,070,000 common shares,
        net of offering expenses        47,970,779           -            -

     Issuance of 9,472 common
        shares under employee
        stock purchase plan                152,646           -            -

     Issuance of 4,008 common
        shares from treasury                     -      28,423       27,242

     Issuance of 165,500 common
        shares upon the exercise
        of stock options                   973,415           -            -

     Tax benefit from exercise
        of stock options                         -     620,431            -

     Balance, December 31, 1996         86,248,042   2,313,743  (15,576,437)

     Issuance of 14,145 common
        shares under employee
        stock purchase plan                249,144           -            -

     Issuance of 3,348 common
        shares from treasury                     -      44,172       23,104

     Issuance of 147,425 common
        shares upon the exercise
        of stock options                 1,022,554           -            -

     Acquisition of 50,000 common
        shares for treasury                      -           -     (827,500)

     Tax benefit from exercise
         of stock options                        -     654,681            -

     Balance, December 31, 1997        $87,519,740 $ 3,012,596 $(16,380,833)

                                   32
<PAGE>
Coachmen Industries, Inc. And Subsidiaries

Notes To Consolidated Financial Statements, Continued

7.  COMMON STOCK MATTERS AND EARNINGS PER SHARE, Concluded.

    Shareholder Rights Plan

    On January 19, 1990, the Board of Directors adopted a shareholder rights
    plan and declared a dividend distribution of one common share purchase right
    on each outstanding common share.  Such rights only become exercisable, or
    transferable apart from the common shares, (i) ten days after a person or
    group of persons ("Acquiring Person") acquires or obtains the right to
    acquire beneficial ownership of 20% or more of the Company's common shares
    or (ii) ten business days (or such later date established by the Board)
    following the commencement of a tender offer or exchange offer for 20% or
    more of the Company's common shares.  Upon the occurrence of certain events
    and after the rights become exercisable, each right would, subject to
    certain adjustments and alternatives, entitle the rightholder to purchase
    the number of common shares of the Company or the acquiring company having a
    market value of twice the $15 exercise price of the right (except that the
    Acquiring Person would not be able to purchase common shares of the Company
    on these terms).  The rights are nonvoting, may be redeemed by the Company
    at a price of $.005 per right at any time prior to the date on which an
    Acquiring Person acquires 20% or more of the Company's common shares and
    expire February 15, 2000.

8.  INCENTIVE AND DEFERRED COMPENSATION PLANS.

    The Company has incentive compensation plans for its officers and other key
    management personnel.  The amounts charged to expense for the years ended
    December 31, 1997, 1996 and 1995 aggregated $2,870,270, $2,662,668 and
    $2,577,692, respectively.

    The Company has established a deferred compensation plan for executives and
    other key employees.  The plan provides for benefit payments upon
    termination of employment, retirement, disability, or death.  The Company
    recognizes the cost of this plan over the projected service lives of the
    participating employees based on the present value of the estimated future
    payments to be made.  The plan is funded by insurance contracts on the
    lives of the participants, and investments in insurance contracts (included
    in other assets) aggregated $9.9 million and $8.9 million as of December
    31, 1997 and 1996, respectively.  The deferred compensation obligations,
    which aggregated $6,913,896 and $6,500,123 as of December 31, 1997 and 1996,
    respectively, are included in other non-current liabilities, with the
    current portion ($341,514 and $186,559 at December 31, 1997 and 1996,
    respectively) included in other accrued liabilities.

    All full-time employees of the Company (subject to certain eligibility
    restrictions) are eligible to participate in the Coachmen Assisted
    Retirement For Employees (C.A.R.E.) program which provides a mechanism for
    each eligible employee to establish an individual retirement account and
    receive matching contributions from the Company based on the amount
    contributed by the employee, the employee's years of service and the
    profitability of the Company.  Company matching contributions charged to
    expense under the C.A.R.E. program aggregated $724,541, $704,173 and
    $537,118 for the years ended December 31, 1997, 1996 and 1995, respectively.

                                   33
<PAGE>
Coachmen Industries, Inc. And Subsidiaries

Notes To Consolidated Financial Statements, Continued

9.  INCOME TAXES.

    Income taxes are summarized as follows:

                                     1997         1996         1995
      Federal:
        Current                   $12,765,000  $13,553,000  $ 9,530,000
        Deferred                      150,000     (210,000)     (79,000)
                                   12,915,000   13,343,000    9,451,000

      State:
        Current                     1,127,000      833,000      971,000
        Deferred                       21,000      (30,000)     (14,000)
                                    1,148,000      803,000      957,000
          Total                   $14,063,000  $14,146,000  $10,408,000


    The following is a reconciliation of the provision for income taxes computed
    at the federal statutory rate (35%) to the reported provision for income
    taxes:

                                     1997         1996         1995
    Computed federal income tax
      at federal statutory rate   $13,589,000  $14,519,000  $ 9,785,000
    Changes resulting from:
      Increase in cash surrender
        value of life insurance
        contracts                    (356,000)    (381,000)           -
      Foreign Sales Corporation
        subject to lower tax rate    (396,000)    (310,000)    (222,000)
      State income taxes, net of
        federal income tax benefit    746,000      522,000      622,000
      Other, net                      480,000     (204,000)     223,000
          Total                   $14,063,000  $14,146,000  $10,408,000

    The components of the net deferred tax assets are as follows:

                                                   1997        1996

         Current deferred tax asset (liability):
           Accrued warranty expense              $2,455,000  $1,784,000
           Receivables                             (126,000)    368,000
           Other                                    711,000   1,028,000

               Net current deferred
                 tax asset                       $3,040,000  $3,180,000

         Noncurrent deferred tax
           asset (liability):
             Deferred compensation               $2,765,000  $2,600,000
             Property and equipment              (1,584,000) (1,434,000)
             Intangible assets                     (612,000)   (566,000)

               Net noncurrent deferred
                 tax asset                       $  569,000  $  600,000

                                   34
<PAGE>
Coachmen Industries, Inc. And Subsidiaries

Notes To Consolidated Financial Statements, Continued

10. ACQUISITIONS AND DISPOSITIONS.

    In September 1996, the Company acquired a recreational vehicle dealership
    for $1.9 million cash, which approximated the fair value of the acquired
    assets.  The acquisition, which has been accounted for as a purchase, was
    immaterial to the Company's consolidated financial statements.

    On January 3, 1995, the Company acquired all of the issued and outstanding
    capital stock of Georgie Boy Mfg., Inc.  ("Georgie Boy") a manufacturer of
    class A motorhomes.  The purchase price aggregated $12.8 million and
    consisted of $6.7 million in cash and a $6.1 million promissory note payable
    to the seller.  In conjunction with the acquisition, the Company assumed
    liabilities of $8,757,000.  The acquisition was accounted for as a purchase
    and the excess of the purchase price over the cost of acquired net assets
    approximated $5.0 million.


11: COMMITMENTS AND CONTINGENCIES.

    Lease Commitments

    The Company leases various manufacturing and office facilities under
    noncancelable agreements which expire at various dates through November
    2006.  Several of the leases contain renewal options and options to purchase
    and require the payment of property taxes, normal maintenance and insurance
    on the properties.  Certain office and delivery equipment are also leased
    under various noncancelable agreements.  The above described leases are
    accounted for as operating leases.

    Future minimum annual lease commitments at December 31, 1997 aggregated
    $1,405,000 and are payable as follows:  1998 - $584,000; 1999 - $280,000;
    2000 - $196,000; 2001 - $128,000; 2002 - $78,000 and thereafter - $139,000.

    Total rental expense for the years ended December 31, 1997, 1996 and 1995
    aggregated $1,472,009, $1,754,272 and $1,222,156, respectively.


    Obligation to Purchase Consigned Inventories

    The Company obtains vehicle chassis for its recreational and specialized
    vehicle products directly from automobile manufacturers under converter pool
    agreements.  The agreements generally provide that the manufacturer will
    provide a supply of chassis at the Company's various production facilities
    under the terms and conditions as set forth in the agreement. Chassis are
    accounted for as consigned inventory until either assigned to a unit in the
    production process or 90 days have passed.  At the earlier of these dates,
    the Company is obligated to purchase the chassis and it is recorded as
    inventory.  At December 31, 1997 and 1996, chassis inventory, accounted for
    as consigned inventory, approximated $12.6 million and $11.0 million,
    respectively.

                                   35
<PAGE>
Coachmen Industries, Inc. And Subsidiaries

Notes To Consolidated Financial Statements, Continued

11: COMMITMENTS AND CONTINGENCIES, Concluded

    Repurchase Agreements

    The Company is contingently liable to banks and other financial institutions
    on repurchase agreements in connection with financing provided by such
    institutions to most of the Company's independent dealers in connection with
    their purchase of the Company's recreational vehicle products.  These
    agreements provide for the Company to repurchase its products from the
    financial institution in the event that they have repossessed them upon a
    dealer's default.  Although the total contingent liability approximated $190
    million at December 31, 1997 ($171 million at December 31, 1996), the risk
    of loss resulting from these agreements is spread over the Company's
    numerous dealers and is further reduced by the resale value of the products
    repurchased.

    Self-Insurance

    The Company is self-insured for a portion of its product liability and
    certain other liability exposures.  Depending on the nature of the claim and
    the date of occurrence, the Company's maximum exposure ranges from $250,000
    to $500,000 per claim.  The Company accrues an estimated liability based on
    various factors, including sales levels and the amount of outstanding
    claims.  Management believes the liability recorded is adequate to cover the
    Company's self-insured risk.

    Litigation

    The Company is involved in various legal proceedings which are ordinary
    routine litigations incidental to the industry and which are covered in
    whole or in part by insurance.  Management believes that any liability which
    may result from these proceedings will not be significant.

12. INSURANCE SETTLEMENT.

    On August 14, 1995, a fire destroyed the Company's Prodesign production
    facility.  The loss was covered by insurance and estimated insurance
    proceeds in excess of the net book value of destroyed assets and related
    expenses resulted in a gain of $2.5 million which was included in other
    nonoperating income ($.4 million in 1996 and $2.1 million in 1995).

                                   36
<PAGE>
Coachmen Industries, Inc. And Subsidiaries

Notes To Consolidated Financial Statements, Concluded

13: UNAUDITED INTERIM FINANCIAL INFORMATION.

    Certain selected unaudited quarterly financial information for the years
    ended December 31, 1997 and 1996 is as follows:

                                                1997
                                            Quarter Ended
                            March 31     June 30    September 30  December 31

    Net sales             $158,105,811 $169,368,233 $174,885,358 $159,231,783
    Gross profit            20,335,371   23,239,398   26,423,429   22,756,815
    Net income               4,419,034    6,429,629    7,593,252    6,320,709
    Net income per
      common share:
      Basic                        .26          .37          .44          .37
      Diluted                      .25          .37          .44          .36

                                                1996
                                            Quarter Ended
                            March 31     June 30    September 30  December 31

    Net sales             $148,640,023 $166,715,051 $154,244,238 $136,874,816
    Gross profit            19,151,520   24,961,977   24,156,880   20,237,624
    Income before cumulative
      effect of accounting
      change                 3,956,973    8,685,723    8,332,563    6,361,571
    Net income               6,250,956    8,685,723    8,332,563    6,361,571
    Income before cumulative
      effect of accounting
      change per common
      share:
      Basic                        .26          .58          .55          .40
      Diluted                      .26          .57          .54          .39

                                   37
<PAGE>
Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

Not Applicable


                                Part III.

Item 10.  Directors and Executive Officers of the Registrant

     (a)  Identification of Directors

Information for Item 10(a) is contained on page 3 of the Company's Proxy
Statement dated March 23, 1998 and is incorporated herein by reference.

     (b)  Executive Officers of the Company

See "Executive Officers of the Registrant" on page 8.

Item 11.  Executive Compensation

Information for Item 11 is contained under the heading "Compensation of 
Executive Officers and Directors" in the Company's Proxy Statement dated 
March 23, 1998 and is incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners
and Management

Information for Item 12 is contained on pages 2 and 3 of the Company's Proxy 
Statement dated March 23, 1998 and is incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions

Not Applicable

                                   38
<PAGE>
                                 Part IV.

Item 14.  Exhibits, Financial Statement
          Schedules, and Reports on Form 8-K

(a) (1)  Financial Statements                                    Page
                                                               Reference
Financial statements included in Part II of the report:

  Report of Independent Accountants                               17
  Consolidated Balance Sheets as of
    December 31, 1997 and 1996                                   18-19
  Consolidated Statements of Income and Retained Earnings
    for the years ended December 31, 1997, 1996 and 1995          20
  Consolidated Statements of Cash Flows for the years
    ended December 31, 1997, 1996 and 1995                       21-22
  Notes to Consolidated Financial Statements for the years
    ended December 31, 1997, 1996 and 1995                       23-37


(a) (2)  Financial Statement Schedules

  Report of Independent Accountants on Financial
    Statement Schedule                                            40

  Schedule II - Valuation and Qualifying Accounts                 41

  All other financial statement schedules have been omitted
  as they are not required, not applicable or because the
  information is included in the Notes to Consolidated
  Financial Statements.

(a) (3)  Exhibits

  See Index to Exhibits

(b)      Reports on Form 8-K

No reports on Form 8-K were required to be filed during the last quarter 
of the period covered by this report.

                                   39
<PAGE>
                   Report of Independent Accountants
                    on Financial Statement Schedule

To the Board of Directors of
     Coachmen Industries, Inc.:

Our report on the consolidated financial statements of Coachmen Industries, 
Inc. and subsidiaries is included on page 17 of this Form 10-K.  In 
connection with our audits of such financial statements, we have also audited
the related financial statement schedule listed in Item 14(a)(2) of this
Form 10-K.

In our opinion, the financial statement schedule referred to above, when 
considered in relation to the basic financial statements taken as a whole, 
presents fairly, in all material respects, the information required to be 
included therein.

                                      COOPERS & LYBRAND L.L.P.
                                    ----------------------------
                                      COOPERS & LYBRAND L.L.P.

South Bend, Indiana
January 30, 1998

                                  40
<PAGE>
                               SCHEDULE II
                    VALUATION AND QUALIFYING ACCOUNTS

                    Balance At    Charged                 Balance
                    Beginning    To Costs   Deductions-   At End
Description         Of Period  And Expenses  Describe    Of Period

Allowance for doubtful
 receivables - deducted
 from trade receivables
 in the consolidated
 balance sheets:

 For the year ended
  December 31, 1997 $ 919,000 $1,617,000 $(1,182,000) (A) $1,354.000 

 For the year ended
  December 31, 1996   844,000    158,000     (83,000) (A)    919,000  

 For the year ended
  December 31, 1995   986,000    292,000    (434,000) (A)    844,000  

(A)  Write-off of bad debts, less recoveries.

                                   41
<PAGE>
                              SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

                                          COACHMEN INDUSTRIES, INC.
                                         
Date: March 27, 1998                              G. L. Groom
                                         -----------------------------
                                                  G. L. Groom
                                            (Chief Financial Officer)

     Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed below by the following persons on behalf of the 
Registrant and in the capacities as of March 27, 1998.

          P. C. Barker                            K. D. Corson
-------------------------------         ------------------------------
          P. C. Barker                            K. D. Corson
           (Director)                             (Director)

          T. H. Corson                            G. L. Groom
-------------------------------         ------------------------------
          T. H. Corson                            G. L. Groom
           (Director)                             (Director)
                                           (Chief Financial Officer)

          R. J. Harring                          W. P. Johnson
-------------------------------         ------------------------------
          R. J. Harring                          W. P. Johnson
           (Director)                             (Director)

           P. G. Lux                             W. G. Milliken
-------------------------------         ------------------------------
           P. G. Lux                             W. G. Milliken
           (Director)                             (Director)

         C. C. Skinner                            W. M. Angelo
-------------------------------         ------------------------------
         C. C. Skinner                            W. M. Angelo
          (Director)                      (Chief Accounting Officer)
  (Chief Executive Officer)

                                   42
<PAGE>
                            INDEX TO EXHIBITS

Number Assigned
 In Regulation
 S-K, Item 601             Description of Exhibit

 (3)            No exhibit

 (4)            No exhibit

 (9)            No exhibit

(10)            No exhibit

(11)            No exhibit - See Consolidated Statements of
                Income and Retained Earnings (on page 20
                herein) and Note 7 of Notes to Consolidated
                Financial Statements (on page 30-31 herein).

(12)            No exhibit

(13)            No exhibit

(16)            No exhibit

(18)            No exhibit

(21)            Registrant and Subsidiaries of the Registrant

(22)            No exhibit

(23)            Consent of Independent Accountants

(24)            No exhibit

(27)            Financial Data Schedule (EDGAR filing only)

(99)            No exhibit