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 June 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, Ekhart, 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
July 31, 2004:

| | Common Shares, without par value 15,673,884 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-
      June 30, 2004 and December 31, 2003                         | 3-4     
|                                                                                               |         
|Consolidated Statements of Operations-
      Three and Six Months Ended June 30, 2004 and 2003 | 5       
|                                                                                               |         
|Consolidated Statements of Cash Flows-
      Six Months Ended June 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 4.  Submission of Matters to a Vote of Security Holders                                   | 19      
|                                                                                               |         
|Item 6.  Exhibits and Reports on Form 8-K                                                      | 19      
|                                                                                               |         
|Signatures                                                                                     | 20      
|                                                                                               |         
|Index to Exhibits                                                                              | 21      

2

---

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

|                                       |  | 
|-------------------------------------- |  | 
|                                       |  | 
|Assets                                 |  | 
|Current assets:                        |  | 
|Cash and temporary cash investments    |  | 
|Marketable securities                  |  | 
|Trade receivables, less allowance for  |  | 
|doubtful receivables 2004 - $800       |  | 
|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           |  | 
|Other                                  |  | 
|                                       |  | 
|Total assets                           |  | 
|                                       |  | 

See Notes to Consolidated Financial Statements.

3

---

Coachmen Industries,
Inc. and SubsidiariesConsolidated 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 - 21,096           |  | 
|shares and 2003 - 21,086 shares               |  | 
|Additional paid-in capital                    |  | 
|Retained earnings                             |  | 
|Treasury shares, at cost: 2004 - 5,424        |  | 
|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

---

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

|                                |                            |  |                          |        
|------------------------------- | -------------------------- |  | ------------------------ | -------
|                                | Three MonthsEnded June 30, |  | Six MonthsEnded June 30, |        
|                                |                            |  |                          | 2004   
|                                |                            |  |                          |        
|Net sales                       |                            |  | $                        | 234,861
|                                |                            |  |                          |        
|Cost of sales                   |                            |  |                          | 198,544
|                                |                            |  |                          |        
|Gross profit                    |                            |  |                          | 36,317 
|                                |                            |  |                          |        
|Operating (income) expenses:    |                            | 
|Delivery                        |                            |  |                          | 10,338 
|Selling                         |                            |  |                          | 8,595  
|General and administrative      |                            |  |                          | 9,529  
|Gain on sale of                 |                            | 
|properties, net                 |                            |  |                          | (69    
|                                |                            |  |                          |        
|Total operating expenses        |                            |  |                          | 28,393 
|                                |                            |  |                          |        
|Operating income                |                            |  |                          | 7,924  
|                                |                            |  |                          |        
|Nonoperating (income) expense:  |                            | 
|Interest expense                |                            |  |                          | 477    
|Investment (income) loss, net   |                            |  |                          | (347   
|Other income, net               |                            |  |                          | (26    
|                                |                            |  |                          |        
|Total nonoperating (income)     |                            | 
|expense, net                    |                            |  |                          | 104    
|                                |                            |  |                          |        
|Income before income taxes      |                            |  |                          | 7,820  
|                                |                            |  |                          |        
|Income taxes                    |                            |  |                          | 2,646  
|                                |                            |  |                          |        
|Net income                      |                            |  | $                        | 5,174  
|                                |                            |  |                          |        
|Earnings per common share:      |                            | 
|Basic                           |                            |  | $                        | .33    
|Diluted                         |                            |  | $                        | .33    
|                                |                            |  |                          |        
|Number of common shares used in |                            | 
|computation of per common       |                            | 
|share amounts:                  |                            | 
|Basic                           |                            |  |                          | 15,468 
|                                |                            |  |                          |        
|Diluted                         |                            |  |                          | 15,542 
|                                |                            |  |                          |        
|                                |                            |  |                          |        
|Cash dividends per common share |                            |  | $                        | .06    

See Notes to Consolidated Financial Statements.

5

---

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

|                                                 |                          | 
|------------------------------------------------ | ------------------------ | 
|                                                 | Six MonthsEnded June 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

---

Coachmen Industries,
Inc. and SubsidiariesNotes 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 six-month periods ended June 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 six-month periods ended June 30, 2004 and 2003:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                        |                            |  |                          |        
|----------------------- | -------------------------- |  | ------------------------ | -------
|                        | Three MonthsEnded June 30, |  | Six MonthsEnded June 30, |        
|                        |                            |  |                          | 2004   
|                        | (in thousands)             |  |                         
|                        |                            |  |                          |        
|Net sales:              |                            | 
|Recreational vehicles   |                            |  | $                        | 166,435
|Housing and building    |                            |  |                          | 68,426 
|                        |                            |  |                          |        
|Consolidated total      |                            |  | $                        | 234,861
|                        |                            |  |                          |        
|Gross Profit:           |                            | 
|Recreational vehicles   |                            |  | $                        | 19,004 
|Housing and building    |                            |  |                          | 17,144 
|Other reconciling items |                            |  |                          | 169    
|                        |                            |  |                          |        
|Consolidated total      |                            |  | $                        | 36,317 
|                        |                            |  |                          |        
|Operating expenses:     |                            | 
|Recreational vehicles   |                            |  | $                        | 14,358 
|Housing and building    |                            |  |                          | 13,749 
|Other reconciling items |                            |  |                          | 286    
|                        |                            |  |                          |        
|Consolidated total      |                            |  | $                        | 28,393 
|                        |                            |  |                          |        
|                        |                            | 

7

---

|                        |                            |  |                          |      
|----------------------- | -------------------------- |  | ------------------------ | -----
|                        | Three MonthsEnded June 30, |  | Six MonthsEnded June 30, |      
|                        |                            |  |                          | 2004 
|                        | (in thousands)             |  |                         
|Pretax income (loss):   |                            |  |                          |      
|Recreational vehicles   |                            |  | $                        | 4,631
|Housing and building    |                            |  |                          | 3,345
|Other reconciling items |                            |  |                          | (156 
|                        |                            |  |                          |      
|Consolidated total      |                            |  | $                        | 7,820
|                        |                            |  |                          |      
|                        |                            | 

|                        |                |                 
|----------------------- | -------------- | ----------------
|                        | June 30,2004   | December 31,2003
|                        | (in thousands)
|Total assets:           |                |                 
|Recreational vehicles   |                | $     161,751   
|Housing and building    |                | 114,338         
|Other reconciling items |                | 77,987          
|                        |                |                 
|Consolidated total      |                | $     354,076   
|                        |                |                 
|                        |               

3.     INVENTORIES

Inventories
consist of the following:

|                |                |                 
|--------------- | -------------- | ----------------
|                | June 30,2004   | December 31,2003
|                | (in thousands)
|                |                |                 
|Raw materials   |                | $       35,891  
|Work in process |                | 20,907          
|Improved lots   |                | 2,390           
|Finished goods  |                | 64,845          
|                |                |                 
|Total           |                | $     124,033   
|                |                |                 
|                |               

4.    
ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued
expenses and other liabilities consist of the following:

|                                         |                |                 
|---------------------------------------- | -------------- | ----------------
|                                         | June 30,2004   | December 31,2003
|                                         | (in thousands)
|                                         |                |                 
|Wages, salaries, bonuses and commissions |                | $         7,733 
|Dealer incentives, including volume      |                |                 
|bonuses, dealer trips, interest          |                |                 
|reimbursement, co-op advertising and     |                |                 
|other rebates                            |                | 2,884           
|Warranty                                 |                | 10,510          
|Insurance-products and general liability |                |                 
|workers compensation, group health and   |                |                 
|other                                    |                | 6,075           
|Customer deposits and unearned revenues  |                | 9,125           
|Other current liabilities                |                | 9,041           
|                                         |                |                 
|Total                                    |                | $       45,368  
|                                         |                |                 

8

---

Changes in the Companys warranty liability
during the three and six month periods ended June 30 were as follows:

|                             |                           |                          |   |       
|---------------------------- | ------------------------- | ------------------------ | - | ------
|                             | Three MonthsEndedJune 30, | Six MonthsEnded June 30,
|                             |                           |                          |   | 2004  
|                             | (in thousands)            |                          |  
|                             |                           |                          |   |       
|Balance of accrued warranty  |                           |                         
|at beginning of period       |                           |                          | $ | 9,484 
|Warranties issued during     |                           |                          |   |       
|the period and changes in    |                           |                          |   |       
|liability for pre-existing   |                           |                          |   |       
|warranties                   |                           |                          |   | 6,114 
|Cash settlements made during |                           |                          |   |       
|the quarter                  |                           |                          |   | (5,088
|                             |                           |                          |   |       
|Balance of accrued warranty  |                           |                          |   |       
|at June 30                   |                           |                          | $ | 10,510
|                             |                           |                          |   |       

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 six months ended June
30, 2004 and 2003 were calculated as follows:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                               |                           |  |                         |       
|------------------------------ | ------------------------- |  | ----------------------- | ------
|                               | Three MonthsEndedJune 30, |  | Six MonthsEndedJune 30, |       
|                               |                           |  |                         | 2004  
|                               | (in thousands)            |  |                        
|Numerator:                     |                           |  |                         |       
|Net income (loss) applicable   |                           |  |                         |       
|to common stock                |                           |  | $                       | 5,174 
|                               |                           |  |                         |       
|Denominator:                   |                           |  |                         |       
|Number of shares outstanding,  |                           |  |                         |       
|end of period:                 |                           |  |                         |       
|Common stock                   |                           |  |                         | 15,672
|Effect of weighted average     |                           |  |                         |       
|contingently issuable shares   |                           |  |                         |       
|outstanding during period      |                           |  |                         | (198  
|Effect of weighted average     |                           |  |                         |       
|shares outstanding during      |                           |  |                         |       
|period                         |                           |  |                         | (6    
|                               |                           |  |                         |       
|Weighted average number of     |                           |  |                         |       
|common shares used in basic    |                           |  |                         |       
|EPS                            |                           |  |                         | 15,468
|Effect of dilutive securities, |                           |  |                         |       
|stock options and awards       |                           |  |                         | 74    
|                               |                           |  |                         |       
|Weighted average number of     |                           |  |                         |       
|common shares used in          |                           |  |                         |       
|diluted EPS                    |                           |  |                         | 15,542
|                               |                           |  |                         |       
|                               |                           | 

9

---

| | For the three and six months ended June 30, 2004, 85,800 and 12,000 shares (297,075
and 288,075 shares for the three and six months ended June 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 two 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 six months ended June 30,
2004 and 2003 are as follows:
| | ---------------------------------------------------------------------------------------------------------------------------

|                          |                           |  |                         |      
|------------------------- | ------------------------- |  | ----------------------- | -----
|                          | Three MonthsEndedJune 30, |  | Six MonthsEndedJune 30, |      
|                          |                           |  |                         | 2004 
|                          | (in thousands)            |  |                        
|                          |                           |  |                         |      
|Net income                |                           |  | $                       | 5,174
|Unrealized gains (losses) |                           |  |                         |      
|on securities held for    |                           |  |                         |      
|sale, net of taxes        |                           |  |                         | 61   
|Unrealized gains (losses) |                           |  |                         |      
|on cash flow hedges,      |                           |  |                         |      
|net of taxes              |                           |  |                         | (118 
|                          |                           |  |                         |      
|Comprehensive income      |                           |  | $                       | 5,353
|                          |                           |  |                         |      

| | As of June 30, 2004 and 2003, the accumulated other comprehensive income, net of tax,
relating to unrealized gains (losses) on securities available for sale was $304,000 and
$269,000, respectively, and relating to deferred losses on cash flow hedges was ($85,000) and
($217,000), respectively.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7.      COMMITMENTS,
CONTINGENCIES AND GUARANTEES

| | The Company was contingently liable at June 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 $265 million at June 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 June 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 $7.0 million at June 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
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10

---

| | 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 June 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 June 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 $.7 million at June 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.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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 June 30, 2004 is $1.4 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 June 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 June
30, 2004, chassis inventory, accounted for as consigned inventory, approximated $18.3
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 is 150 days from the date of the agreement of April 12, 2004, 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 June 30, 2004, the Company has provided $.8 million in financing to the developer.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11

---

| | 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 June 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 six-month periods ended June 30, 2004 were $217,000 and
$435,000, respectively, while the amount expensed during the three and six-month periods
ended June 30, 2003 were $79,000 and $176,000.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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 (loss) and earnings (loss) per share if the Company had applied the fair
value recognition provisions of SFAS No. 123, Accounting for Stock-Based
Compensation, to stock-based compensation.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                      |                                          |  |                         |      
|------------------------------------- | ---------------------------------------- |  | ----------------------- | -----
|                                      | Three MonthsEndedJune 30,                |  | Six MonthsEndedJune 30,
|                                      |                                          |  |                         | 2004 
|                                      | (in thousands, except per share amounts) | 
|                                      |                                          |  |                         |      
|Net income, as reported               |                                          |  | $                       | 5,174
|Add: Stock-based compensation expense |                                          | 
|under variable plan included in       |                                          | 
|reporting net income, net of taxes    |                                          |  |                         | 144  
|Deduct: Total stock-based employee    |                                          | 
|compensation expense determined       |                                          | 
|under fair value based method for     |                                          | 
|all awards, net of taxes              |                                          |  |                         | (208 
|                                      |                                          |  |                         |      
|Pro forma net income (loss)           |                                          |  | $                       | 5,110
|                                      |                                          |  |                         |      
|Earnings (loss) per share:            |                                          | 
|                                      |                                          | 
|Basic - as reported                   |                                          |  | $                       | .33  
|Basic - pro forma                     |                                          |  | $                       | .33  
|                                      |                                          | 
|Diluted - as reported                 |                                          |  | $                       | .33  
|Diluted - pro forma                   |                                          |  | $                       | .33  

12

---

# 9.      RECLASSIFICATION

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

# 10.    SUBSEQUENT EVENTS

| | On July 30, 2004, the Company entered into an Amendment to the Credit Agreement. The
amendment provides for a term loan of $7.5 million in addition to the current
revolving line of credit of $35 million.  The term loan expires on July 30, 2009 and
requires 59 monthly payments plus interest commencing in August 2004 and a balloon
payment in July 2009.
Subsequent to June 30, 2004, the Company closed on the
acquisition of a plant facility at a cost of $2.1 million.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 11.    NEW ACCOUNTING
PRONOUNCEMENTS

| | In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable
Interest Entities, revised December 2003 (FIN 46(R)). FIN 46 requires that companies
consolidate a variable interest entity if the company is subject to a majority of the risk
of loss from the variable interest entitys activities, or is entitled to receive a
majority of the entitys residual returns, or both. The Company has no special
purpose entities, as defined, nor has it acquired a variable interest in an entity where
the Company is the primary beneficiary since January 31, 2003. The provisions of FIN 46(R)
currently are required to be applied as of the end of the first reporting period that ends
after March 15, 2004 for variable interest entities in which the Company holds a variable
interest that it acquired on or before January 31, 2003. The adoption of FIN 46(R) as of
March 31, 2004 had no impact on the Companys consolidated financial position,
results of operations or cash flows.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

13

---

Coachmen Industries,
Inc. and Subsidiaries 
Managements Discussion and Analysis Of 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                                        |  | Six Months
|                           | Ended June 30, 2004 and 2003  Increases (Decreases) | 
|                           |                                                     |  |           
|                           |                                                     |  |            | Amount 
|                           | ($ in thousands)                                    |  |           
|                           |                                                     |  |           
|Net sales                  |                                                     |  |            | $60,958
|                           |                                                     |  |           
|Cost of sales              |                                                     |  |            | 52,187 
|                           |                                                     |  |           
|Delivery expense           |                                                     |  |            | 1,967  
|                           |                                                     |  |           
|Selling expenses           |                                                     |  |            | 2,201  
|                           |                                                     |  |           
|General and                |                                                     | 
|administrative expenses    |                                                     |  |            | 1,864  
|                           |                                                     |  |           
|Gain on sale of            |                                                     | 
|properties, net            |                                                     |  |            | 35     
|                           |                                                     |  |           
|Interest expense           |                                                     |  |            | 105    
|                           |                                                     |  |           
|Investment income (loss)   |                                                     |  |            | 842    
|                           |                                                     |  |           
|Other income, net          |                                                     |  |            | (12    
|                           |                                                     |  |           
|Income before income taxes |                                                     |  |            | 3,499  
|                           |                                                     |  |           
|Income taxes               |                                                     |  |            | 1,161  
|                           |                                                     |  |           
|Net income                 |                                                     |  |            | 2,338  

n/m  not meaningful

14

---

# NET SALES

Consolidated net sales for the
quarter ended June 30, 2004 were $234.9 million, an increase of $61 million, or 35.1%,
from the $173.9 million reported for the corresponding quarter last year. Net sales for
the six months were $436.1 million, representing an increase of 36.2% from the $320.3
million reported for the same period in 2003. The Companys recreational vehicle
segment experienced a net sales increase of 44.1% for the quarter and an increase of 43.8%
for the six-months. For the RV segment, sales dollars for motorized products posted a
significant increase during the quarter as compared to the same period in 2003. Wholesale
unit shipments for the RV segment increased 15.4% during the second quarter of 2004 and
15.7% for the six-month period ended June 30, 2004. Wholesale unit shipments of motorized
products increased 60.5% and 50.8% for the three and six month periods ended June 30,
2004, respectively, while wholesale unit shipments of towable products were up 2.4% and
4.3% for the same periods. Unit backlog for the RV Group was up 30.1% at June 30, 2004
compared to the same date in 2003.

The Companys housing and
building segment experienced a net sales increase for the 2004 quarter of 17.2% and an
increase of 18.8% for the six months. This increase in sales dollars was principally
attributable to wholesale unit shipments being up 5.5% for the quarter and 8.1% for the
six-month period ended June 30, 2004. During the second quarter, the housing and building
segment continued to experience 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 58.1% at June 30, 2004 as
compared to the same date in 2003.

# COST OF SALES

Cost of sales increased 35.7%, or
$52.2 million, for the three months and 36%, or $99.2 million, for the six months ended
June 30, 2004. As a percentage of net sales, cost of sales was 84.5% and 86.0% for the
three and six months ended June 30, 2004 compared to 84.2% and 86.1% for the three and six
months ended June 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
increase in the cost of sales percentage to net sales for the second quarter was primarily
driven by increased sales in the period by the recreational vehicle segment, which carries
lower margins than the housing and building segment.

# OPERATING EXPENSES

As a percentage of net sales,
operating expenses, which include delivery, selling, general and administrative expenses,
were 12.1% and 12.4% for the 2004 quarter and six-month period compared to 12.9% and 13.7%
for the quarter and six-month period of 2003. As a percentage of sales, delivery expenses
decreased by .4 percentage points for the three and six-month periods as compared to the
prior year three and six-month periods. The increase in delivery dollars spent was
primarily related to variable delivery costs for the higher volume of units shipped while
the improvement as a percentage of sales was primarily the result of better utilization of
the Companys transportation equipment associated with the increase in sales volume
for the three and six months ended June 30, 2004. Selling expenses were 3.7% of net sales
for the quarter in both 2004 and 2003 and 3.6% of net sales for the six months ended June
30, 2004 compared to 3.8% of net sales for the six months ended June 30, 2003. The
increase in selling expense dollars during the quarter and six months ended June 30, 2004
is related to increased personnel costs and increased expenses related to new product
shows. The decrease in selling expenses as a percentage of sales for the six-month period
ended June 30, was primarily related to increased sales volume. General and administrative
expenses were 4.1% of net sales for the second quarter compared to 4.4% for the 2003
corresponding quarter and 4.4% of net sales for the six-month period compared to 5.1% for
2003. The decrease for the quarter and six-month period in general and administrative
expenses as a percentage of net sales was related to the increased sales volume.

15

---

# GAIN ON THE SALE OF
PROPERTIES, NET

For the six months ended June 30,
2004, the gain on the sale of properties was $1,079,000. 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 June 30, 2004, nor were there any significant gains or losses from property
transactions for the three or six months ended June 30, 2003.

# INTEREST EXPENSE

Interest expense was $477,000 and
$890,000 for the quarter and six-month periods in 2004 compared to $372,000 and $734,000
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
$347,000 for the quarter ended June 30, 2004 compared to an investment loss of $495,000 in
the same quarter of 2003. For the six-month period, the net investment income of
$1,275,000 compared to an investment loss of $100,000 the previous year. The investment
income for the three-month period ended June 30, 2004 was principally attributable to
earnings of the life insurance policies held. The investment loss for the three-month
period ended June 30, 2003 was principally attributable to realized losses incurred from
the sale of preferred stocks and an other-than-temporary impairment charge of $488,000 to
adjust to market value the carrying cost of certain preferred stocks held by the Company.
The investment income for the six-month period ended June 30, 2004 was attributable to a
cumulative preferred dividend of $536,000 from a utility company emerging from bankruptcy
and earnings of the life insurance policies held. The investment loss of $100,000 for the
six months ended June 30, 2003 was attributable to realized losses incurred from the sale
of preferred stocks and an other-than-temporary impairment charge of $488,000 to adjust to
market value the carrying cost of certain preferred stocks held by the Company offset by
improved performance of the Companys other investments.

# OTHER INCOME, NET

Other income, net, represents income
of $26,000 for the second quarter of 2004 and income of $38,000 for the same quarter of
the previous year. For the six-month period, other income, net for 2004 was $86,000
compared to income of $100,000 in 2003. No items of significance caused the variances
between the comparable quarters.

# INCOME TAXES

For the second quarter ended June 30,
2004, the effective tax rate was 33.8% and the year-to-date rate was 33.9% compared with a
2003 second quarter rate of 34.4% and year-to-date rate of 33.3%. 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 June 30, 2004, primarily due to
increases in inventories and accounts receivable, there were outstanding borrowings of
$25.5 million against this bank line of credit. At June 30, 2003, there were no borrowings
outstanding against the credit facilities. For the six months ended June 30, 2004, the
major use of cash was from operating activities, which primarily consisted of increases in
receivables and inventories offset by an increase in accounts payable and other accrued
expenses. The cash

16

---

used in investing activities for the six months ended June 30, 2004 was
primarily the result of 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 June 30, 2004, working capital
increased slightly to $96.9 million from $96.0 at December 31, 2003. The $40.0 million
increase in current assets at June 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 $39.1 million was substantially due to increased trade payables,
borrowings against credit facilities, payroll related accruals 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
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 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; the impact of performance on the valuation of intangible assets; 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 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 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.

17

---

# 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 six months of 2004 for
working capital needs resulting from an increase in inventories and accounts receivable.
At June 30, 2004, the Company had $26.5 million of borrowings on the revolving credit
facility and current maturities of long-term debt. Long-term debt at June 30, 2004 was
$9.2 million and consisted mainly of industrial development revenue bonds that have
variable or floating rates. 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.

A gain of $.1 million, net of taxes,
attributable to changes in the fair value of interest rate swap agreements was recorded as
a component of accumulated other comprehensive gain (loss) during the second quarter of
2004. Total accumulated loss on the swap agreements as of June 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 June 30, 2004, the Company had
$4.1 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 June 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 June 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 June 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 June 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

---

# PART II. OTHER
INFORMATION

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

(a)    
          The annual meeting of the shareholders of Coachmen Industries, Inc. was held on
          April 29, 2004.

(b)    
          The following nominees were elected Directors for three-year terms expiring in
          2007:

                    Robert J. Deputy
                    Edwin W. Miller

(c)    
The tabulation of votes for each Director nominee was as follows:

|                 |            |         
|---------------- | ---------- | --------
|                 | For        | Withheld
|Robert J. Deputy | 14,562,406 | 91,262  
|Edwin W. Miller  | 14,112,228 | 541,441 

The
terms of office of the following directors continued after the meeting:
                    Geoffrey B. Bloom, Thomas H. Corson, Donald W. Hudler, William P. Johnson, Philip G. Lux, 
                    Rex Martin, Claire C. Skinner

Item 6.  Exhibits and Reports on Form 8-K

(a)       
Exhibits

| | See Index to Exhibits.
| | ----------------------

(b)       
          Reports on Form 8-K during the quarter ended June 30, 2004

| | Form
8-K filed on April 2, 2004, reporting an Item 5 event (Institutional Shareholder Services
(ISS) requested that the Company provide ISS with additional information about tax fees
that the Company reported in its proxy statement for its 2004 Annual Meeting of
Shareholders. The information requested was published in this 8-K filing).
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Form
8-K filed on April 23, 2004, reporting an Item 7 and Item 9 event (a press release dated
April 23, 2004 announcing that the Company had acquired a facility to manufacture
Colemen® RVs).
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Form
8-K filed on April 26, 2004, reporting an Item 7, Item 9 and Item 12 event (a press
release dated April 26, 2004 announcing the Companys operating results for the first
quarter ended March 31, 2004).
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Form
8-K filed on May 6, 2004, reporting an Item 7 and Item 9 event (a press release dated May
6, 2004 declaring a regular quarterly dividend for the 87th consecutive
quarter).
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

19

---

# 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.

| |                                                         
| | --------------------------------------------------------
| | COACHMEN INDUSTRIES, INC.                   (Registrant)

|                     | 
|-------------------- | 
|                     | 
|Date: August 5, 2004 | 
|                     | 
|                     | 
|Date: August 5, 2004 | 
|                     | 
|                    
|Date: August 5, 2004 | 
|                     | 

20

---

# INDEX TO EXHIBITS

|                                                       |  |                                                                                                                                                                                                                              
|------------------------------------------------------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number Assigned
          In 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).                                                                                                  
|31.1                                                   |  | Certification of Chief Executive Officer Pursuant to Exchange Act Rules 13(a)-14(a)/15(d)-14(a)                                                                                                                              
|31.2                                                   |  | Certification of Chief Financial Officer Pursuant to Exchange Act Rules 13(a)-14(a)/15(d)-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