SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form 10-Q

(MARK ONE)

|(X) |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT
               OF 1934
|--- |  | -----------------------------------------------------------------------------------------------------

For the quarterly period ended September 30, 2004

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 or other jurisdiction of incorporation or organization) |            | (IRS EmployerIdentification No.)
|                                                               |            |                                 
|2831 Dexter Drive, Elkhart, Indiana                            |            | 46514                           
|                                                               |            |                                 
|(Address of principal executive offices)                       | (Zip Code)

Registrant's telephone number, including area code      574-262-0123

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.    Yes X No

Indicate by check mark whether the
registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).   YesX
No

Indicate the number of shares
outstanding of each of the issuers classes of common stock, as of the latest
practicable date:

At
October 31, 2004:

| | Common Shares, without par value 15,709,119 shares
outstanding including an equivalent number of common share purchase rights.
| | ------------------------------------------------------------------------------------------------------------------------------

---

---

# FORM 10-Q

# INDEX

|                                                                                                     |         
|---------------------------------------------------------------------------------------------------- | --------
|Part I.  Financial Information                                                                       | Page No.
|                                                                                                     |         
|Financial Statements:                                                                                |         
|                                                                                                     |         
|Consolidated Balance Sheets-
      September 30, 2004 and December 31, 2003                          | 3-4     
|                                                                                                     |         
|Consolidated Statements of Operations-
      Three and Nine Months Ended September 30, 2004 and 2003 | 5       
|                                                                                                     |         
|Consolidated Statements of Cash Flows-
      Nine Months Ended September 30, 2004 and 2003           | 6       
|                                                                                                     |         
|Notes to Consolidated Financial Statements                                                           | 7-13    
|                                                                                                     |         
|Management's Discussion and Analysis of Financial
      Condition and Results of Operations          | 14-17   
|                                                                                                     |         
|Quantitative and Qualitative Disclosures About Market Risk                                           | 18      
|                                                                                                     |         
|Controls and Procedures                                                                              | 18      
|                                                                                                     |         
|Part II.  Other Information                                                                          |         
|                                                                                                     |         
|Item 6.  Exhibits                                                                                    | 19      
|                                                                                                     |         
|Signatures                                                                                           | 20      
|                                                                                                     |         
|Index to Exhibits                                                                                    | 21      

2

---

Coachmen Industries, Inc.
and Subsidiaries Consolidated Balance Sheets(in thousands)

|                                       |  | 
|-------------------------------------- |  | 
|                                       |  | 
|Assets                                 |  | 
|Current assets:                        |  | 
|Cash and temporary cash investments    |  | 
|Marketable securities                  |  | 
|Trade receivables, less allowance for  |  | 
|doubtful receivables 2004 - $873       |  | 
|and 2003 - $1,208                      |  | 
|Other receivables                      |  | 
|Refundable income taxes                |  | 
|Inventories                            |  | 
|Prepaid expenses and other             |  | 
|Deferred income taxes                  |  | 
|                                       |  | 
|Total current assets                   |  | 
|                                       |  | 
|Property, plant and equipment, at cost |  | 
|Less, accumulated depreciation         |  | 
|                                       |  | 
|Property, plant and equipment, net     |  | 
|Goodwill                               |  | 
|Cash value of life insurance           |  | 
|Real estate held for sale              |  | 
|Other                                  |  | 
|                                       |  | 
|Total assets                           |  | 
|                                       |  | 

See Notes to Consolidated
Financial Statements.

3

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Coachmen Industries, Inc.
and Subsidiaries Consolidated Balance Sheets (continued)(in thousands)

|                                              |  | 
|--------------------------------------------- |  | 
|                                              |  | 
|Liabilities                                   |  | 
|Current liabilities:                          |  | 
|Accounts payable, trade                       |  | 
|Accrued income taxes                          |  | 
|Accrued expenses and other liabilities        |  | 
|Short-term borrowings and current portion     |  | 
|of long-term debt                             |  | 
|                                              |  | 
|Total current liabilities                     |  | 
|                                              |  | 
|Long-term debt                                |  | 
|Deferred income taxes                         |  | 
|Postretirement deferred compensation benefits |  | 
|Other                                         |  | 
|                                              |  | 
|Total liabilities                             |  | 
|                                              |  | 
|                                              |  | 
|Shareholders' equity                          |  | 
|Common shares, without par value: authorized  |  | 
|60,000 shares; issued 2004 - 21,102           |  | 
|shares and 2003 - 21,086 shares               |  | 
|Additional paid-in capital                    |  | 
|Retained earnings                             |  | 
|Treasury shares, at cost: 2004 - 5,396        |  | 
|shares and 2003 - 5,533 shares                |  | 
|Unearned compensation                         |  | 
|Accumulated other comprehensive income        |  | 
|                                              |  | 
|Total shareholders' equity                    |  | 
|                                              |  | 
|Total liabilities and shareholders' equity    |  | 
|                                              |  | 

See Notes to Consolidated
Financial Statements.

4

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Coachmen Industries,
Inc. and SubsidiariesConsolidated Statements of Operations
(in thousands, except per share amounts)(Unaudited)

|                                |                                  |  |                                |        
|------------------------------- | -------------------------------- |  | ------------------------------ | -------
|                                | Three Months Ended September 30, |  | Nine MonthsEnded September 30,
|                                |                                  |  |                                | 2004   
|                                |                                  | 
|Net sales                       |                                  |  | $                              | 235,536
|                                |                                  | 
|Cost of sales                   |                                  |  |                                | 197,685
|                                |                                  |  |                                |        
|Gross profit                    |                                  |  |                                | 37,851 
|                                |                                  |  |                                |        
|Operating (income) expenses:    |                                  | 
|Delivery                        |                                  |  |                                | 11,515 
|Selling                         |                                  |  |                                | 8,662  
|General and administrative      |                                  |  |                                | 9,051  
|Gain on sale of                 |                                  | 
|properties, net                 |                                  |  |                                | (189   
|                                |                                  |  |                                |        
|Total operating expenses        |                                  |  |                                | 29,039 
|                                |                                  |  |                                |        
|Operating income                |                                  |  |                                | 8,812  
|                                |                                  |  |                                |        
|Nonoperating (income) expense:  |                                  | 
|Interest expense                |                                  |  |                                | 552    
|Investment income, net          |                                  |  |                                | (533   
|Other income, net               |                                  |  |                                | (235   
|                                |                                  |  |                                |        
|Total nonoperating (income)     |                                  | 
|expense, net                    |                                  |  |                                | (216   
|                                |                                  |  |                                |        
|Income before income taxes      |                                  |  |                                | 9,028  
|                                |                                  | 
|Income taxes                    |                                  |  |                                | 3,100  
|                                |                                  |  |                                |        
|Net income                      |                                  |  | $                              | 5,928  
|                                |                                  |  |                                |        
|Earnings per common share:      |                                  | 
|Basic                           |                                  |  | $                              | .38    
|Diluted                         |                                  |  | $                              | .38    
|                                |                                  | 
|Number of common shares used in |                                  | 
|computation of per common       |                                  | 
|share amounts:                  |                                  | 
|Basic                           |                                  |  |                                | 15,479 
|                                |                                  |  |                                |        
|Diluted                         |                                  |  |                                | 15,544 
|                                |                                  |  |                                |        
|Cash dividends per common share |                                  |  | $                              | .06    

See Notes to Consolidated
Financial Statements.

5

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Coachmen Industries,
Inc. and SubsidiariesConsolidated Statements of Cash Flows(in thousands) (Unaudited)

|                                                 |                                | 
|------------------------------------------------ | ------------------------------ | 
|                                                 | Nine MonthsEnded September 30, | 
|                                                 |                                | 
|Cash flows from operating activities:            |                                | 
|Net income                                       |                                | 
|Adjustments to reconcile net income to net       |                                | 
|cash provided by (used in) operating activities: |                                | 
|Depreciation                                     |                                | 
|Provision for doubtful receivables               |                                | 
|Gain on sale of properties, net                  |                                | 
|Increase in cash surrender value of              |                                | 
|life insurance policies                          |                                | 
|Net realized and unrealized (gains) losses       |                                | 
|on marketable securities and derivatives         |                                | 
|Deferred income taxes                            |                                | 
|Tax benefit from stock options exercised         |                                | 
|Other                                            |                                | 
|Changes in certain assets and liabilities:       |                                | 
|Receivables                                      |                                | 
|Inventories                                      |                                | 
|Prepaid expenses and other                       |                                | 
|Accounts payable, trade                          |                                | 
|Income taxes - accrued and refundable            |                                | 
|Accrued expenses and other liabilities           |                                | 
|                                                 |                                | 
|Net cash provided by (used in)                   |                                | 
|operating activities                             |                                | 
|                                                 |                                | 
|Cash flows from investing activities:            |                                | 
|Proceeds from sales of marketable securities     |                                | 
|Proceeds from sale of property and equipment     |                                | 
|Investments in marketable securities             |                                | 
|Purchases of property and equipment              |                                | 
|Other                                            |                                | 
|                                                 |                                | 
|Net cash used in investing activities            |                                | 
|                                                 |                                | 
|Cash flows from financing activities:            |                                | 
|Proceeds from short-term debt                    |                                | 
|Payments of short-term debt                      |                                | 
|Proceeds from long-term debt                     |                                | 
|Payments of long-term debt                       |                                | 
|Issuance of common shares under stock            |                                | 
|incentive plans                                  |                                | 
|Purchases of common shares for treasury          |                                | 
|Cash dividends paid                              |                                | 
|                                                 |                                | 
|Net cash provided by (used in)                   |                                | 
|financing activities                             |                                | 
|                                                 |                                | 
|Increase (decrease) in cash and temporary        |                                | 
|cash investments                                 |                                | 
|                                                 |                                | 
|Cash and temporary cash investments:             |                                | 
|Beginning of period                              |                                | 
|                                                 |                                | 
|End of period                                    |                                | 
|                                                 |                                | 

See Notes to Consolidated
Financial Statements.

6

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Coachmen Industries,
Inc. and Subsidiaries Notes to Consolidated Financial Statements(Unaudited)

# 1.      BASIS OF PRESENTATION

| | The consolidated balance sheet data as of December 31, 2003 was derived from audited financial
statements, but does not include all disclosures required by accounting principles
generally accepted in the United States. The interim financial statements should be read
in connection with the financial statements in the Companys Annual Report on Form
10-K for the year ended December 31, 2003.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In the opinion of management, the information furnished herein includes all adjustments of a
normal and recurring nature necessary to reflect a fair presentation of the statements of
the interim periods reported. The results of operations for the three and nine-month
periods ended September 30, 2004 are not necessarily indicative of the results to be
expected for the full year.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 2.      SEGMENT INFORMATION

| | The Company has determined that its reportable segments are those that are based on the
Companys method of internal reporting, which disaggregates its business by product
category. The Companys two reportable segments are: recreational vehicles, including
related parts and supplies, and housing and building. The Company evaluates the
performance of its segments and allocates resources to them based on pretax income.
Differences between reported segment amounts and corresponding consolidated totals
represent corporate expenses for administrative functions and income or expenses relating
to property and equipment that are not allocated to segments.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The table below presents information about segments used by the chief operating decision maker
of the Company for the three and nine-month periods ended September 30, 2004 and 2003:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                        |                                 |  |   |                               
|----------------------- | ------------------------------- |  | - | ------------------------------
|                        | Three MonthsEnded September 30, |  |   | Nine MonthsEnded September 30,
|                        |                                 |  |   | 2004                          
|                        | (in thousands)                 
|Net sales:              |                                 | 
|Recreational vehicles   |                                 |  | $ | 160,860                       
|Housing and building    |                                 |  |   | 74,676                        
|                        |                                 |  |   |                               
|Consolidated total      |                                 |  | $ | 235,536                       
|                        |                                 |  |   |                               
|Gross profit:           |                                 | 
|Recreational vehicles   |                                 |  | $ | 17,974                        
|Housing and building    |                                 |  |   | 19,877                        
|Other reconciling items |                                 |  |   | -                             
|                        |                                 |  |   |                               
|Consolidated total      |                                 |  | $ | 37,851                        
|                        |                                 |  |   |                               
|Operating expenses:     |                                 | 
|Recreational vehicles   |                                 |  | $ | 14,709                        
|Housing and building    |                                 |  |   | 15,201                        
|Other reconciling items |                                 |  |   | (871                          
|                        |                                 |  |   |                               
|Consolidated total      |                                 |  | $ | 29,039                        
|                        |                                 |  |   |                               

7

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|                        |                                 |  |   |                               
|----------------------- | ------------------------------- |  | - | ------------------------------
|                        | Three MonthsEnded September 30, |  |   | Nine MonthsEnded September 30,
|                        |                                 |  |   | 2004                          
|                        | (in thousands)                 
|Operating income:       |                                 | 
|Recreational vehicles   |                                 |  | $ | 3,265                         
|Housing and building    |                                 |  |   | 4,676                         
|Other reconciling items |                                 |  |   | 871                           
|                        |                                 |  |   |                               
|Consolidated total      |                                 |  | $ | 8,812                         
|                        |                                 |  |   |                               
|Pretax income (loss):   |                                 | 
|Recreational vehicles   |                                 |  | $ | 3,252                         
|Housing and building    |                                 |  |   | 4,899                         
|Other reconciling items |                                 |  |   | 877                           
|                        |                                 |  |   |                               
|Consolidated total      |                                 |  | $ | 9,028                         
|                        |                                 |  |   |                               

|                        |                | 
|----------------------- | -------------- | 
|                        | September 30,  | 
|                        |                | 
|                        | (in thousands)
|Total assets:           |                | 
|Recreational vehicles   |                | 
|Housing and building    |                | 
|Other reconciling items |                | 
|                        |                | 
|Consolidated total      |                | 
|                        |                | 

# 3.      INVENTORIES

| | Inventories consist of the following:
| | -------------------------------------

|                |                | 
|--------------- | -------------- | 
|                | September 30,  | 
|                |                | 
|                | (in thousands)
|                |               
|Raw materials   |                | 
|Work in process |                | 
|Improved lots   |                | 
|Finished goods  |                | 
|                |                | 
|Total           |                | 
|                |                | 

8

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# 4.      ACCRUED
EXPENSES AND OTHER LIABILITIES

| | Accrued
expenses and other liabilities consist of the following:
| | ----------------------------------------------------------------

|                                          |                | 
|----------------------------------------- | -------------- | 
|                                          | September 30,  | 
|                                          |                | 
|                                          | (in thousands)
|                                          |               
|Wages, salaries, bonuses and commissions  |                | 
|Dealer incentives, including volume       |                | 
|bonuses, dealer trips, interest           |                | 
|reimbursement, co-op advertising and      |                | 
|other rebates                             |                | 
|Warranty                                  |                | 
|Insurance-products and general liability, |                | 
|workers compensation, group health and    |                | 
|other                                     |                | 
|Customer deposits and unearned revenues   |                | 
|Other current liabilities                 |                | 
|                                          |                | 
|Total                                     |                | 
|                                          |                | 

| | Changes in the Companys warranty liability during the three and nine-month
periods ended September 30 were as follows:
| | -----------------------------------------------------------------------------------------------------------------------

|                             |                                |  |                               |       
|---------------------------- | ------------------------------ |  | ----------------------------- | ------
|                             | Three MonthsEndedSeptember 30, |  | Nine MonthsEndedSeptember 30, |       
|                             |                                |  |                               | 2004  
|                             | (in thousands)                 | 
|Balance of accrued warranty  |                                | 
|at beginning of period       |                                |  | $                             | 10,510
|Warranties issued during     |                                | 
|the period and changes in    |                                | 
|liability for pre-existing   |                                | 
|warranties                   |                                |  |                               | 5,024 
|Cash settlements made during |                                | 
|the quarter                  |                                |  |                               | (5,114
|                             |                                |  |                               |       
|Balance of accrued warranty  |                                | 
|at September 30              |                                |  | $                             | 10,420
|                             |                                |  |                               |       

# 5.      EARNINGS PER SHARE

| | Basic earnings per share is based on the weighted average number of shares outstanding during
the period. Diluted earnings per common share is based on the weighted average number of
shares outstanding during the period, after consideration of the dilutive effect of stock
options and awards. Basic and diluted earnings per share for the three and nine months
ended September 30, 2004 and 2003 were calculated as follows:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

9

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|                               |                                |  |                               |       
|------------------------------ | ------------------------------ |  | ----------------------------- | ------
|                               | Three MonthsEndedSeptember 30, |  | Nine MonthsEndedSeptember 30, |       
|                               |                                |  |                               | 2004  
|                               | (in thousands)                 | 
|Numerator:                     |                                | 
|Net income applicable          |                                | 
|to common stock                |                                |  | $                             | 5,928 
|Denominator:                   |                                | 
|Number of shares outstanding,  |                                | 
|end of period:                 |                                | 
|Common stock                   |                                |  |                               | 15,706
|Effect of weighted average     |                                | 
|contingently issuable shares   |                                | 
|outstanding during period      |                                |  |                               | (202  
|Effect of weighted average     |                                | 
|shares outstanding during      |                                | 
|period                         |                                |  |                               | (25   
|                               |                                |  |                               |       
|Weighted average number of     |                                | 
|common shares used in basic    |                                | 
|EPS                            |                                |  |                               | 15,479
|Effect of dilutive securities, |                                | 
|stock options and awards       |                                |  |                               | 65    
|                               |                                |  |                               |       
|Weighted average number of     |                                | 
|common shares used in          |                                | 
|diluted EPS                    |                                |  |                               | 15,544
|                               |                                |  |                               |       

| | For both the three and nine months ended September 30, 2004, 85,400 shares (295,875 and
286,875 shares for the three and nine months ended September 30, 2003, respectively), of
outstanding stock options were not included in the computation of diluted earnings per
share because their exercise price was greater than the average market prices for the
periods and their inclusion would have been antidilutive.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The sum of the quarterly earnings per share for the three quarters may not equal year-to-date
earnings per share due to rounding and changes in diluted potential common shares.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 6.      COMPREHENSIVE INCOME
(LOSS)

| | The changes in components of comprehensive income for the three and nine months ended
September 30, 2004 and 2003 are as follows:
| | ---------------------------------------------------------------------------------------------------------------------------------

|                          |                                |  |                               |      
|------------------------- | ------------------------------ |  | ----------------------------- | -----
|                          | Three MonthsEndedSeptember 30, |  | Nine MonthsEndedSeptember 30, |      
|                          |                                |  |                               | 2004 
|                          | (in thousands)                 | 
|                          |                                | 
|Net income                |                                |  | $                             | 5,928
|Unrealized gains (losses) |                                | 
|on securities held for    |                                | 
|sale, net of taxes        |                                |  |                               | (58  
|Unrealized gains (losses) |                                | 
|on cash flow hedges,      |                                | 
|net of taxes              |                                |  |                               | (44  
|                          |                                |  |                               |      
|Comprehensive income      |                                |  | $                             | 5,826
|                          |                                |  |                               |      

10

---

| | As of September 30, 2004 and 2003, the accumulated other comprehensive income, net of tax,
relating to unrealized gains (losses) on securities available for sale was $246,000 and
$468,000, respectively, and relating to deferred losses on cash flow hedges was ($129,000)
and ($187,000), respectively.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 7.      COMMITMENTS,
CONTINGENCIES AND GUARANTEES

| | The Company was contingently liable at September 30, 2004 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 financing institution in the event that
they have repossessed them upon a dealers default. Products repurchased from dealers
under these agreements are accounted for as a reduction in revenue at the time of
repurchase. Although the estimated contingent liability approximates $242 million at
September 30, 2004 ($238 million at December 31, 2003), 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. Based on losses previously experienced
under these obligations, the Company has established a reserve for estimated losses under
repurchase agreements. At September 30, 2004, $.3 million ($.3 million at December 31,
2003) was recorded as an accrual for estimated losses under repurchase agreements.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The Company was also contingently liable under guarantees to financial institutions of their
loans to independent dealers for amounts totaling approximately $8.6 million at September
30, 2004 ($4.6 million at December 31, 2003). During 2003, the Company entered into an
agreement with a financial institution to form a private-label financing program to
provide wholesale inventory financing to the Companys dealers in the recreational
vehicle segment. The agreement provides for a preferred program that provides financing
that is subject to the standard repurchase agreement described above. In addition, the
agreement provides for a reserve pool whereby the financial institution makes available an
aggregate line of credit not to exceed $40 million that will provide financing for dealers
that may not otherwise qualify for credit approval under the preferred program. No dealer
being provided financing from the reserve pool can receive an aggregate line of credit
exceeding $5 million. Per each contract year, in addition to the standard repurchase
agreement described above, the Company will be liable to the financial institution for the
first $2 million of aggregate losses, as defined by the agreement, incurred by the
financial institution on designated dealers with higher credit risks that are accepted
into the reserve pool financing program. At September 30, 2004, the Company has recorded a
loss reserve of $.1 million associated with these guarantees ($.1 million at December 31,
2003).
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The Company was also contingently liable at September 30, 2004 to a financial institution on
repurchase agreements in connection with financing provided by the institution to certain
of the Companys independent home builders in connection with their purchase of the
Companys housing products. This agreement provides for the Company to repurchase its
products from the financing institution in the event that they have repossessed them upon
a builders default. Products repurchased from builders under this agreement are
accounted for as a reduction in revenue at the time of repurchase. Although the estimated
contingent liability approximates $2.4 million at September 30, 2004, the risk of loss
resulting from these agreements is spread over the Companys numerous builders and is
further reduced by the resale value of the products repurchased. The Company has evaluated
the potential for losses under this agreement and has determined that the resolution of
any claims that may arise in the future would not materially affect the Companys
financial statements.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | During the first quarter of 2004, the Company entered into an agreement to guarantee the
indebtedness incurred by a recreational vehicle dealer towards the purchase of a
dealership facility. The guarantee is in the principal amount of $1 million for a period
of five years or until all indebtedness has been fully paid, whichever occurs first. The
Company has evaluated the potential for losses under this agreement and has determined
that the resolution of any claims that may arise in the future would not materially affect
the Companys financial statements.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11

---

| | In addition, the Company is liable under a guarantee to a financial institution for model
home financing provided to certain independent builders doing business with the
Companys housing and building segment. The amount outstanding under this agreement
at September 30, 2004 is $1.2 million. Any losses incurred under this guarantee would be
offset by the proceeds from the resale of the model home and losses are limited to 20% of
the original contract price, and cannot exceed $2.0 million. As of September 30, 2004, no
losses have been incurred by the Company under the model home financing program.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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
September 30, 2004, chassis inventory, accounted for as consigned inventory, approximated
$23.3 million.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | During the second quarter of 2004, the Company entered into an agreement to provide financing of
up to $4.9 million to a developer for the construction of a hotel. The construction loan
financing period extends through February 2005, after which, the construction loan may be
converted to a term loan for a period of two years, provided the terms and conditions of the
agreement are met. The loans are collateralized by a first priority interest in all tangible
and intangible property of the borrower. As of September 30, 2004, the Company has provided
$1.4 million in financing to the developer.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The Company is involved in various legal proceedings, most of which are ordinary disputes
incidental to the industry and most of which are covered in whole or in part by insurance.
Management believes that the ultimate outcome of these matters and any liabilities in
excess of insurance coverage and self-insurance accruals will not have a material adverse
impact on the Companys consolidated financial position, future business operations
or cash flows.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 8.      STOCK-BASED
COMPENSATION

| | On March 1, 2003, the Company adopted the Performance Based Restricted Stock Plan initiated
to motivate and reward participants for superior achievement of the Companys
pre-established long-term financial performance goals. This new plan, effective as of
January 1, 2003, utilizes variable plan accounting, meaning that the cost of the awards
are expensed over the vesting period based upon the fair value of the estimated shares to
be earned at the end of the vesting period. As of September 30, 2004, a total of 186,300
contingent shares awarded to key employees under the plan were outstanding. The amounts
expensed during the three and nine-month periods ended September 30, 2004 were $216,000
and $651,000, respectively, while the amount expensed during the three and nine-month
periods ended September 30, 2003 were $83,000 and $259,000.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The Company has stock option plans and an employee stock purchase plan. The Company accounts
for these plans under the recognition and measurement principles of APB Opinion No. 25,
Accounting for Stock Issued to Employees, and related interpretations. No
stock-based employee compensation cost is reflected in net earnings for these plans, as
all options granted under these plans have an exercise price equal to the market value of
the underlying common stock at the date of grant. The table below illustrates the effect
on net income and earnings per share if the Company had applied the fair value recognition
provisions of SFAS No. 123, Accounting for Stock-Based Compensation.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

12

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|                                      |                                          |  |                               |      
|------------------------------------- | ---------------------------------------- |  | ----------------------------- | -----
|                                      | Three MonthsEndedSeptember 30,           |  | Nine MonthsEndedSeptember 30, |      
|                                      |                                          |  |                               | 2004 
|                                      | (in thousands, except per share amounts) | 
|                                      |                                          | 
|Net income, as reported               |                                          |  | $                             | 5,928
|Add: Stock-based compensation expense |                                          | 
|under variable plan included in       |                                          | 
|reporting net income, net of taxes    |                                          |  |                               | 141  
|Deduct: Total stock-based employee    |                                          | 
|compensation expense determined       |                                          | 
|under fair value based method for     |                                          | 
|all awards, net of taxes              |                                          |  |                               | (206 
|                                      |                                          |  |                               |      
|Pro forma net income                  |                                          |  | $                             | 5,863
|                                      |                                          |  |                               |      
|Earnings per share:                   |                                          | 
|                                      |                                          | 
|Basic - as reported                   |                                          |  | $                             | .38  
|Basic - pro forma                     |                                          |  | $                             | .38  
|                                      |                                          | 
|Diluted - as reported                 |                                          |  | $                             | .38  
|Diluted - pro forma                   |                                          |  | $                             | .38  

# 9.      RECLASSIFICATION

| | Certain information in the accompanying consolidated statements of operations for the three and
nine months ended September 30, 2003 has been reclassified to conform to the 2004
presentation. The reclassification had no effect on net income as previously reported.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 10.    NEW ACCOUNTING
PRONOUNCEMENTS

| | On March 31, 2004, the Financial Accounting Standards Board (FASB) issued an Exposure Draft,
Share-Based Payments, which is a proposed amendment to SFAS No. 123,
Accounting for Stock-Based Compensation. The Exposure Draft would require all
share-based payments to employees, including grants of employee stock options, to be
recognized in the statement of operations based on their fair values. The FASB recently
announced that a final standard will be effective for public companies for fiscal periods
beginning after June 15, 2005. The final standard offers the Company alternative methods
of adopting this final rule. At the present time, the Company has not yet determined which
alternative method it will use.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

13

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# Coachmen Industries,
Inc. and Subsidiaries Managements
Discussion and AnalysisOf Financial Condition and Results of Operations

The following is managements
discussion and analysis of certain significant factors, which have affected the
Companys financial condition, results of operations and cash flows during the
periods included in the accompanying consolidated financial statements.

A summary of the changes in the
principal items included in the consolidated statements of operations is shown below.

|                           |                                                        |  |             |       
|-------------------------- | ------------------------------------------------------ |  | ----------- | ------
|                           | Comparison of                                         
|                           | Three Months                                           |  | Nine Months
|                           | Ended September 30, 2004 and 2003Increases (Decreases)
|                           |                                                       
|                           | Amount                                                 |  | Percentage  | Amount
|                           | ($ in thousands)                                      
|                           |                                                       
|Net sales                  |                                                        |  | $           | 34,727
|                           |                                                       
|Cost of sales              |                                                        |  |             | 30,006
|                           |                                                       
|Delivery expense           |                                                        |  |             | 2,619 
|                           |                                                       
|Selling expenses           |                                                        |  |             | 615   
|                           |                                                       
|General and                |                                                        | 
|administrative expenses    |                                                        |  |             | 835   
|                           |                                                       
|(Gain) loss on sale of     |                                                        | 
|properties, net            |                                                        |  |             | (132  
|                           |                                                       
|Interest expense           |                                                        |  |             | 333   
|                           |                                                       
|Investment income (loss)   |                                                        |  |             | (258  
|                           |                                                       
|Other income, net          |                                                        |  |             | (191  
|                           |                                                       
|Income before income taxes |                                                        |  |             | 900   
|                           |                                                       
|Income taxes               |                                                        |  |             | 330   
|                           |                                                       
|Net income                 |                                                        |  |             | 570   

n/m  not meaningful

14

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# NET SALES

Consolidated net sales for the
quarter ended September 30, 2004 were $235.5 million, an increase of $34.7 million, or
17.3%, from the $200.8 million reported for the corresponding quarter last year. Net sales
for the nine months were $671.7 million, representing an increase of 28.9% from the $521.1
million reported for the same period in 2003. The Companys recreational vehicle
segment experienced a net sales increase of 18.1% for the quarter and an increase of 34%
for the nine months. Wholesale unit shipments for the RV segment increased 3.4% during the
third quarter of 2004 and 11.6% for the nine-month period ended September 30, 2004.
Wholesale unit shipments of motorized products increased 22.7% and 40.9% for the three and
nine-month periods ended September 30, 2004, respectively, while wholesale unit shipments
of towable products were down 3.4% for the three-month period ended September 30, 2004 and
were up 1.7% for the nine-month period then ended. Unit backlog for the RV Group was down
57.8% at September 30, 2004 compared to the same date in 2003.

The Companys housing and
building segment experienced a net sales increase for the quarter ended September 30, 2004
of 15.7% and an increase of 17.5% for the nine months. This increase in sales dollars was
attributable to wholesale unit shipments being up 2.5% for the quarter and 5.9% for the
nine-month period ended September 30, 2004, as well as an increase in the average sales
price per unit. The increased sales price per unit was a result of product mix and sales
price increases and surcharges related to increased cost of raw materials, particularly
lumber. Unit backlogs, measured in floors for the housing and building segment, were up
34.1% at September 30, 2004 as compared to the same date in 2003.

# COST OF SALES

Cost of sales increased 17.9%, or $30
million, for the three months and 29.1%, or $129.2 million, for the nine months ended
September 30, 2004. As a percentage of net sales, cost of sales was 83.9% and 85.2% for
the three and nine months ended September 30, 2004 compared to 83.5% and 85.1% for the
three and nine months ended September 30, 2003. The increase in the dollar amount of cost
of sales in the current quarter and year-to-date is attributable to the increase in sales
dollars. The slight increase in the cost of sales percentage to net sales for the third
quarter was primarily a result of the Company's continued investment in new business
initiatives in both its recreational vehicle and housing and building segments.

# OPERATING EXPENSES

As a percentage of net sales,
operating expenses, which include delivery, selling, general and administrative expenses,
were 12.4% for both the 2004 quarter and nine-month periods compared to 12.5% and 13.2%
for the quarter and nine-month periods of 2003. As a percentage of sales, delivery
expenses increased by .5 percentage points for the three-month period and decreased by .1
percentage point for the nine-month period as compared to the prior year three and
nine-month periods. The increase in delivery dollars spent during the quarter was
primarily related to variable delivery costs for the higher volume of units shipped, while
the increase as a percentage of sales for the quarter was primarily the result of higher
fuel costs. The .1 percentage point decrease for the nine-month period is the result of
better utilization of the Companys transportation equipment associated with the
increase in sales volume. Selling expenses were 3.7% and 3.6% of net sales for the 2004
quarter and nine-month periods compared to 4.0% and 3.9% of net sales for the three and
nine-month periods ended September 30, 2003. The increase in selling expense dollars
during the quarter and nine months ended September 30, 2004 is related to increased
personnel costs and increased expenses related to new product shows, seminars, and other
promotional expenses. The decrease in selling expenses as a percentage of sales for the
three and nine-month periods ended September 30 was primarily related to increased sales
volume. General and administrative expenses were 3.8% of net sales for the third quarter
compared to 4.1% for the 2003 corresponding quarter and 4.2% of net sales for the
nine-month period compared to 4.7% for 2003. The decrease for the quarter and nine-month
periods in general and administrative expenses as a percentage of net sales was related to
the increased sales volume.

15

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# GAIN ON THE SALE OF
PROPERTIES, NET

For the nine months ended September
30, 2004, the gain on the sale of properties was $1,268,000. The major component of the
gain in 2004 was from the sale of the Goshen facility. In late March 2004, Coachmen RV
Company sold its 70,000 square-foot facility in Goshen, Indiana, and moved production to a
newly acquired replacement facility located five miles north of its Middlebury, Indiana
complex. There were no significant gains or losses from property transactions for the
three months ended September 30, 2004, nor were there any significant gains or losses from
property transactions for the three or nine months ended September 30, 2003.

# INTEREST EXPENSE

Interest expense was $552,000 and
$1,442,000 for the quarter and nine-month periods in 2004 compared to $219,000 and
$953,000 in the same periods last year. Interest expense varies with the amount of average
outstanding long-term debt and borrowings on the Companys revolving credit facility.

# INVESTMENT INCOME (LOSS)

There was a net investment income of
$533,000 for the quarter ended September 30, 2004 compared to $275,000 in the same quarter
of 2003. For the nine-month period, the net investment income of $1,808,000 compared to an
investment income of $175,000 the previous year. The investment income for the three-month
period ended September 30, 2004 was principally attributable to earnings of the life
insurance policies held and realized gains on the sale of preferred stock. Net investment
income for the three-month period ended September 30, 2003 was principally attributable to
realized gains incurred from the sale of preferred stocks. The investment income for the
nine-month period ended September 30, 2004 was attributable to a cumulative preferred dividend
of $536,000 from a utility company emerging from bankruptcy, earnings of the life insurance
policies held and realized gains on the sale of preferred stock. The investment income of
$175,000 for the nine months ended September 30, 2003 was attributable to the gains realized
on the sale of preferred stocks in the third quarter of 2003 offset by an other-than-temporary
impairment charge of $579,000 to adjust to market value the carrying cost of certain preferred
stocks held by the Company.

# OTHER INCOME, NET

Other income, net, represents income
of $235,000 for the third quarter of 2004 and income of $44,000 for the same quarter of
the previous year. For the nine-month period, other income, net for 2004 was $321,000
compared to income of $144,000 in 2003. No items of significance caused the variances
between the comparable quarters.

# INCOME TAXES

For the third quarter ended September
30, 2004, the effective tax rate was 34.3% and the year-to-date rate was 34.1% compared
with a 2003 third quarter and year-to-date rate of 34.1%. The Companys effective tax
rate fluctuates based upon the states where sales occur, with the level of export sales
and also with the amount of nontaxable dividend income on investments.

# LIQUIDITY, CAPITAL
RESOURCES AND FINANCIAL CONDITION

The Company generally relies on funds
from operations as its primary source of liquidity. In addition, the Company maintains a
$35 million, unsecured revolving credit facility to meet its seasonal working capital
needs. On July 30, 2004, the Company entered into an Amendment to the Credit Agreement,
which provides for a term loan of $7.5 million. At September 30, 2004, primarily due to
increases in inventories and accounts receivable, there were outstanding borrowings of
$24.6 million against this bank line of credit. At September 30, 2003, there were no
borrowings outstanding against the credit facilities. For the nine months ended September
30, 2004, the major use of cash was for operating activities, which primarily consisted of
increases in receivables and inventories offset by an increase in accounts payable and
other accrued expenses. The cash used in investing activities for the nine months ended
September 30, 2004 was primarily the result of

16

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acquisitions of property and equipment to
increase manufacturing capacity to meet expected production needs.  The cash provided by
financing activities was primarily the result of net borrowings against credit facilities
offset by the payment of cash dividends.

At September 30, 2004, working
capital increased to $104.5 million from $96.0 million at December 31, 2003. The $55.3
million increase in current assets at September 30, 2004 versus December 31, 2003 was
primarily due to increased trade receivables and inventories as a result of increased
sales. The increase in current liabilities of $46.8 million was substantially due to
increased trade payables, borrowings against credit facilities, and other accrued
expenses.

# FORWARD-LOOKING
STATEMENTS

This Form 10-Q contains certain
statements that are forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
as amended. These forward-looking statements are based on managements expectations
and beliefs concerning future events. Forward-looking statements are necessarily subject
to risks and uncertainties, and are dependent on various factors, many of which are
outside the control of the Company. These uncertainties and other factors include, but are
not limited to, the potential fluctuations in the Companys operating results; the
condition of the telecommunications industry which purchases modular structures; the
impact of performance on the valuation of intangible assets; the availability and price of
gasoline and diesel fuel, which can impact the sale of recreational vehicles; the
availability of chassis and appliances, 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; the availability and cost of real estate for
residential housing; potential liabilities under repurchase agreements and guarantees;
changing government regulations, such as those covering accounting standards,
environmental matters or product warranties and recalls, which may affect costs of
operations, revenues, product acceptance and profitability; legislation governing the
relationships of the Company with its recreational vehicle dealers, which may affect the
Companys options and liabilities in the event of a general economic downturn; the
impact of consumer confidence and economic uncertainty on high-cost discretionary product
purchases, which can hinder the sales of recreational vehicles; the demand for commercial
structures in the various industries that the housing and building segment serves; the
ability of the housing and building segment to perform in new market segments where it has
limited experience; uncertainties related to the launch of a new brand product line of
recreational vehicles; consolidation of distribution channels in the recreational vehicle
industry, and also on the state of the recreational vehicle and housing industries in the
United States. Other factors affecting forward-looking statements include the cyclical and
seasonal nature of the Companys businesses, adverse weather conditions affecting
home deliveries, changes in property taxes and energy costs, changes in federal income tax
laws and federal mortgage financing programs, changes in public policy, competition in
these industries, the Companys ability to maintain or increase gross margins which
are critical to profitability whether there are or are not increased sales, further
developments in the war on terrorism and related international crises; oil supplies,
uncertainty surrounding the 2004 elections and their possible impact on tax policy adverse
to discretionary income available for purchases of high-cost consumer durables, and other
risks and uncertainties. In addition, investors should be aware that generally accepted
accounting principles prescribe when a company may reserve for particular risks, including
litigation exposure. Accordingly, results for a given reporting period could be
significantly affected if and when a reserve is established for a major contingency.
Reported results may therefore appear to be volatile in certain accounting periods. The
foregoing lists are not exhaustive, and the Company disclaims any obligation to
subsequently revise any forward-looking statements to reflect events or circumstances
after the date of such statements.

At times, the Companys actual
performance differs materially from its projections and estimates regarding the economy,
the recreational vehicle and building 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 reasonable, any of those
assumptions could prove to be inaccurate given the inherent uncertainties as to the
occurrence 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

17

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herein should not be regarded as a
representation by the Company that the Companys objectives will be achieved. For
further discussion of the elements involved in this Report, see the notes and other
materials included with the Companys latest Annual Report on Form 10-K.

# ITEM 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the normal course of business,
operations of the Company are exposed to fluctuations in interest rates. These
fluctuations can vary the costs of financing and investing yields. The Company has
utilized its short-term revolving credit facility during the first nine months of 2004 for
working capital needs resulting from an increase in inventories and accounts receivable.
At September 30, 2004, the Company had $26.6 million of borrowings on the revolving credit
facility and current maturities of long-term debt. Long-term debt at September 30, 2004
was $15.9 million and consisted mainly of industrial development revenue bonds that have
variable or floating rates and a term loan. In January of 2003, the Company entered into
various interest rate swap agreements that became effective in October of 2003. These swap
agreements, which are designated as cash flow hedges for accounting purposes, effectively
convert a portion of the Companys variable-rate borrowings to a fixed-rate basis
through November of 2011, thus reducing the impact of changes in interest rates on future
interest expense. The fair value of the Companys interest rate swap agreements
represents the estimated receipts or payments that would be made to terminate the
agreements.

The change in the fair value of
interest rate swap agreements during the third quarter of 2004 was not significant. Total
accumulated loss on the swap agreements as of September 30, 2004 was $.1 million. If in
the future the interest rate swap agreements were determined to be ineffective or were
terminated before the contractual termination dates, or if it became probable that the
hedged variable cash flows associated with the variable-rate borrowings would stop, the
Company would be required to reclassify into earnings all or a portion of the unrealized
losses on cash flow hedges included in accumulated other comprehensive gain (loss).

At September 30, 2004, the Company
had $3.4 million invested in marketable securities. The Companys marketable
securities consist of public utility preferred stocks, which typically pay quarterly
fixed-rate dividends. These financial instruments are subject to market risk in that
available energy supplies and changes in available interest rates would impact the market
value of the preferred stocks. The Company utilizes U.S. Treasury bond futures options as
a protection against the impact of increases in interest rates on the fair value of the
Companys investments in these fixed-rate preferred stocks. Outstanding options are
marked to market with market value changes recognized in current earnings. The U.S.
Treasury bond futures options generally have terms ranging from 90 to 180 days. Based on
the Companys overall interest rate exposure at September 30, 2004, including
variable or floating rate debt and derivatives used to hedge the fair value of fixed-rate
preferred stocks, a hypothetical 10 percent change in interest rates applied to the fair
value of the financial instruments as of September 30, 2004, would have no material impact
on earnings, cash flows or fair values of interest rate risk sensitive instruments over a
one-year period.

# ITEM 4. CONTROLS AND
PROCEDURES

The Companys management, with
the participation of the Companys Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of the Companys disclosure controls and
procedures as of September 30, 2004. Based on that evaluation, the Companys Chief
Executive Officer and Chief Financial Officer concluded that the Companys disclosure
controls and procedures were effective as of September 30, 2004.

During the period covered by this
Report, there have been no material changes in the Companys internal control over
financial reporting that have materially affected or are reasonably likely to materially
affect the Companys internal control over financial reporting.

18

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# PART II. OTHER
INFORMATION

ITEM 6.  EXHIBITS

| | 
| | 

| | See Index to Exhibits incorporated by reference herein.
| | -------------------------------------------------------

19

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# SIGNATURES

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

|                       | 
|---------------------- | 
|                       | 
|                       | 
|                       | 
|Date: November 5, 2004 | 
|                       | 
|                       | 
|Date: November 5, 2004 | 
|                       | 
|                      
|Date: November 5, 2004 | 
|                       | 

20

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# INDEX TO EXHIBITS

Number AssignedIn Regulation
 S-K, Item 601          Description of Exhibit

|         |                                                                                                                                                                                                                              
|-------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3(a)(i)  | Articles of Incorporation of the Company as amended on May 30, 1995 (incorporated by reference to Exhibit 3(i)
                     to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995).
|         |                                                                                                                                                                                                                              
|3(a)(ii) | Articles of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 4.2 to the Company's
                     Form S-3 Registration Statement, File No. 333-14579).                                     
|         |                                                                                                                                                                                                                              
|3(b)     | By-Laws as modified through January 31, 2002 (incorporated by reference to the Company's Form 8-K filed February
                     20, 2002).                                                                             
|         |                                                                                                                                                                                                                              
|10.1     | Amendment No. 4 to Credit Agreement dated July __, 2004 among Coachmen Industries, Inc., the Lenders named therein, and Bank One, Indiana, N.A.                                                                              
|         |                                                                                                                                                                                                                              
|10.2     | Program Agreement and related Repurchase Agreement dated as of May 10, 2004 between Textron Financial Corporation and certain subsidiaries of Coachmen Industries, Inc.                                                      
|         |                                                                                                                                                                                                                              
|31.1     | Certification of Chief Executive Officer Pursuant to Exchange Act Rules 13a-14(a)/15d-14(a)                                                                                                                                  
|         |                                                                                                                                                                                                                              
|31.2     | Certification of Chief Financial Officer Pursuant to Exchange Act Rules 13a-14(a)/15d-14(a)                                                                                                                                  
|         |                                                                                                                                                                                                                              
|32.1     | Certification of Chief Executive Officer Pursuant to 18    U.S.C. Section 1350                                                                                                                                               
|         |                                                                                                                                                                                                                              
|32.2     | Certification of Chief Financial Officer Pursuant to 18    U.S.C. Section 1350                                                                                                                                               

21