SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
(Mark One)
[X] ANNUAL  REPORT  PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                    For the year ended December 31, 2003
                                       or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                         Commission file number 0-22268

                          NATIONAL R.V. HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                  No. 33-0371079
             --------                                  --------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)
3411 N. Perris Blvd., Perris, California                         92571
----------------------------------------                      -----------
(Address of principal executive offices)                       (Zip Code)

         Registrant's telephone number, including area code: (909) 943-6007

           Securities registered pursuant to Section12(b) of the Act:

Common Stock, par value $.01 per share            New York Stock Exchange
--------------------------------------       -------------------------------
          (Title of class)           (Name of each Exchange on which registered)

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

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

                                  Yes X No___

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

     Aggregate  market  value  (based upon the closing sale price) of the voting
stock held by nonaffiliated  stockholders of Registrant as of March 01, 2004 was
approximately $101,184,300.

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

     The number of shares  outstanding of the  Registrant's  common stock, as of
March 01, 2004, was 10,190,230.

     Documents  Incorporated  by Reference:  Part III  incorporates by reference
portions of the National R.V. Holdings, Inc. Proxy Statement for the 2004 Annual
Meeting of Stockholders to be filed within 120 days of December 31, 2003.


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<PAGE>



TABLE OF CONTENTS


PART I.........................................................................3

  Item 1.  Business............................................................3
  Item 2.  Properties.........................................................11
  Item 3.  Legal Proceedings..................................................11
  Item 4.  Submission of Matters to a Vote of Security Holders................11

PART II.......................................................................12

  Item 5.  Market for Registrant's Common Equity, Related Stockholder Matters
           and Issuer Purchases of Equity Securities..........................12
  Item 6.  Selected Financial Data............................................12
  Item 7.  Management's Discussion and Analysis of Financial Condition and
           Results of Operations..............................................14
  Item 7A. Quantitative and Qualitative Disclosures About Market Risk.........27
  Item 8.  Financial Statements and Supplementary Data........................27
  Item 9.  Changes in and Disagreements With Accountants on Accounting and
           Financial Disclosure...............................................27
  Item 9A. Controls and Procedures............................................27

PART III......................................................................28

  Item 10.  Directors and Executive Officers of the Registrant................28
  Item 11.  Executive Compensation............................................28
  Item 12.  Security Ownership of Certain Beneficial Owners and Management and
              Related Stockholder Matters.....................................28
  Item 13.  Certain Relationships and Related Transactions....................28
  Item 14.  Principal Accountant Fees and Services............................28

PART IV.......................................................................29

  Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K....29
  SIGNATURES..................................................................30
  REPORT OF INDEPENDENT AUDITORS..............................................31
  CONSOLIDATED BALANCE SHEETS.................................................32
  CONSOLIDATED STATEMENTS OF OPERATIONS.......................................33
  CONSOLIDATED STATEMENTS OF CASH FLOWS.......................................34
  CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY.............................35
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS..................................36
  SCHEDULE II - CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS................48


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                                     PART I

Item 1.  Business

General

     National R.V.  Holdings,  Inc. (the "Company") through its two wholly-owned
subsidiaries,  National RV, Inc. ("NRV") and Country Coach, Inc. ("CCI"), is one
of the nation's leading producers of motorized and towable recreation  vehicles.
The product line  consists of 44 models of  motorhomes  and 11 models of towable
units (fifth wheel trailers and travel  trailers)  across numerous price ranges.
From its Perris,  California  facility,  NRV designs,  manufactures  and markets
Class A gas and diesel  motorhomes  under model  names  Dolphin,  Islander,  Sea
Breeze,  Tradewinds  and  Tropi-Cal,  and  travel  trailers  under  model  names
including Blaze'n,  Rage'n and Splash.  From its Junction City, Oregon facility,
CCI  designs,  manufactures  and  markets  high-end  (Highline)  Class A  diesel
motorhomes under the model names Affinity,  Allure, Inspire,  Intrigue, Lexa and
Magna,  and bus  conversions  under the Country Coach Prevost brand.  Based upon
retail   registrations  in  2003,  the  Company's   subsidiaries,   which  began
manufacturing  recreational  vehicles ("RVs") in 1964 (NRV) and 1973 (CCI), are,
combined,  the seventh  largest  domestic  manufacturer  of recreation  vehicles
selling their  motorhomes and travel trailers through a network of approximately
158 dealer locations in 37 states and 3 Canadian provinces.

     The Company was incorporated in Delaware in 1988. As used herein,  the term
"Company" refers to National R.V. Holdings, Inc., NRV and CCI unless the context
otherwise requires.

     The Company's  headquarters  are located at 3411 N. Perris  Blvd.,  Perris,
California 92571, and its telephone number is (909) 943-6007.

     National R.V.  Holdings,  Inc.'s Internet  website address is www.nrvh.com.
The  Company's  annual  reports  on Form 10-K,  quarterly  reports on Form 10-Q,
current  reports on Form 8-K, and amendments to those reports filed or furnished
pursuant to section  13(a) or 15(d) of the  Exchange Act are  available  free of
charge  through the Company's  website as soon as reasonably  practicable  after
they are electronically filed with, or furnished to, the Securities and Exchange
Commission.

Recreational Vehicle Industry Overview

Products

     Based upon  standards  established  by the  Recreational  Vehicle  Industry
Association  (the  "RVIA"),   RVs  are  commonly   classified  into  three  main
categories:  (i) motorhomes,  composed of Class A, B and C types; (ii) towables,
composed of fifth-wheel  travel trailers,  conventional  travel trailers,  truck
campers and folding camping trailers, and (iii) van conversions.

     Motorhomes:  Motorhomes  are  self-powered  RVs  built  on a motor  vehicle
chassis. The interior typically includes a driver's area and kitchen,  bathroom,
dining and sleeping areas.  Motorhomes are self-contained,  with their own power
generation,  heating, cooking,  refrigeration,  sewage holding and water storage
facilities,  so that they can be lived in without  being  attached to utilities.
Motorhomes  are  generally  categorized  into,  A,  B and  C  classes.  Class  A
motorhomes are constructed on a medium-duty to heavy-duty  truck chassis,  which
includes the engine, drive train and other operating  components.  Retail prices
for Class A  motorhomes  generally  range  from  $40,000 to  $250,000.  Highline
motorhomes, which are a subset of Class A motorhomes,  generally range in retail
price from  $250,000 to  $1,300,000.  Class C  motorhomes  are built on a van or
pick-up truck chassis,  which includes an engine,  drive-train  components and a
finished  cab  section,  and  generally  range in retail  price from  $40,000 to
$70,000.  Class B motorhomes  are van campers,  which  generally  contain  fewer
features than Class A or Class C motorhomes.

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<PAGE>

     Towables:  Towables are  non-motorized  RVs.  Fifth-wheel  travel trailers,
similar to motorhomes in features and use, are constructed with a raised forward
section  that  attaches  to the bed of a pick-up  truck.  This allows a bi-level
floor plan and generally more living space than  conventional  travel  trailers.
Fifth-wheel  travel  trailers are typically less  expensive than  motorhomes and
range in retail price from $13,000 to $80,000.  Conventional travel trailers are
similar  to  fifth-wheel  travel  trailers  but do not have the  raised  forward
section.  Truck campers have many of the amenities  found on travel trailers and
slide into the bed of a pickup truck.  Folding  camping  trailers  contain fewer
features  than  other  towables  and are  constructed  with  collapsible  "tent"
sidewalls that fold for easy towing.

     Van  Conversions:  Van conversions are automotive vans converted to include
such features as entertainment centers,  comfortable seating,  window treatments
and lighting.

Trends and Demographics

     According to the RVIA's wholesale statistics,  RV unit sales (excluding van
conversions)  in 2003  increased  3.2% to  320,800  from  311,000  in 2002.  The
aggregate  wholesale  value of  these  2003  shipments  was  approximately  $9.6
billion, with Class A motorhomes comprising $4.8 billion or 50% of the total and
travel trailers  comprising $3.5 billion or 36% of the total.  Unit shipments of
Class A motorhomes  in 2003  increased  4.8% to 41,500 from 39,600 in 2002.  The
average wholesale price of Class A motorhomes decreased 2.6% in 2003 to $115,067
from $118,131 in 2002. Unit shipments of travel trailers  increased 9.5% in 2003
to 214,400 from 195,800 in 2002.  The average  wholesale  price of  conventional
travel  trailers  increased 8.9% in 2003 to $13,957 from $12,819 in 2002,  while
the average  wholesale price of fifth-wheel  travel  trailers  increased 0.1% to
$22,748 in 2003 from $22,714 in 2002.

     While overall unit shipments  have increased over the past five years,  the
RV industry's manufacturing base has remained relatively constant.  Between 1998
and 2003, the number of Class A motorhome manufacturers increased from 25 to 27.
In addition,  during this period,  the aggregate  retail market share of the ten
largest Class A motorhome manufacturers increased slightly from 92.5% to 92.6%.

     RVs are purchased for a variety of purposes,  including  camping,  visiting
family and friends, sightseeing, vacationing and enjoying outdoor activities and
sporting events. According to a 2001 University of Michigan study, approximately
6.9 million  households  (or 7.6% of all  households) in the United States owned
RVs in 2001, up from 6.4 million in 1997, 5.8 million in 1993 and 5.8 million in
1988. In addition, the study indicated that 59% of all current RV owners and 31%
of all former RV owners  plan to purchase  another RV in the future.  This study
further indicated that 67% of all future RV purchases will be used RVs (RVIA and
market share  statistics  reflect new product sales only) with 32% of these used
RVs older than 15 years.

     Based on a 2001 study done by the University of Michigan,  ownership of RVs
reaches its highest  level  among those  Americans  aged 55 to 64, with 13.7% of
households in this category owning RVs. According to the study by the University
of Michigan study, the number of households in this group, which constitutes the
Company's primary target market, is projected to grow by 6.4 million households,
or 45% from 2001 to 2010 as compared to total growth of 10.5 million households,
or 10.0%.  Baby  Boomers  are  defined as those born  between the years 1946 and
1964, and thus the leading edge of the Baby Boomer  generation  began turning 50
in 1996. This generation is expected to be more affluent and retire earlier than
past  generations.  As Baby Boomers enter and travel through the important 50 to
65 age  group  for RV sales,  the  Company  believes  that  they  represent  the
potential for a secular uptrend in the RV industry. Additionally, the RVIA's "Go
RVing"  campaign  has been  successful  in  bringing  in new and younger buyers.

     As motorhomes  have  increased in popularity  due, in part, to the entry of
the Baby Boomer  generation  into the target  market,  the  purchasers  of these
products have grown more  sophisticated  in their tastes.  The Company  believes
that as a result,  customers have demanded more value for their money, and brand
recognition and loyalty have become  increasingly  important.  These trends have
favored companies that can deliver quality, value and reliability on a sustained
basis.

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Business Development and Strategy

     The Company's  business  development  and operating  strategy is to deliver
high  quality,  innovative  products  that offer  superior  value to enhance the
Company's  position as one of the nation's  leading  manufacturers  of RVs. This
strategy focuses on the following key elements:  (i) building upon and promoting
recognition  of the  Company's  brand names;  (ii)  offering  the highest  value
products at  multiple  price  points to appeal to first time and repeat  buyers;
(iii)  utilizing  vertically  integrated   manufacturing   processes;  and  (iv)
capitalizing on the Company's  reputation to expand its presence in the Highline
market.

     Building upon and Promoting  Recognition of the Company's Brand Names.  The
Company   believes  that  its  brand  names  and   historical   reputation   for
manufacturing  quality  products  with  excellent  value  have  fostered  strong
consumer awareness of the Company's products and have contributed to its overall
growth  during the past decade.  The Company  intends to capitalize on its brand
name recognition in order to increase its sales and market share, facilitate the
introduction of new products and enhance its dealer network.

     Offering the Highest Value  Products at Multiple  Price Points to Appeal to
First Time and Repeat Buyers. The Company currently offers 55 distinct models of
RV's,  which are available in a variety of lengths,  floorplans,  color schemes,
engines,  equipment packages, and interior designs and range in suggested retail
price from $13,000 to  $1,300,000.  Each model is intended to attract  customers
seeking an RV within their price range by offering value superior to competitive
products  from other  manufacturers.  RVIA data  indicates  that most  motorhome
purchasers  have  previously  owned a  recreational  vehicle,  and the Company's
models are  positioned to address the demands of these repeat  customers as well
as first time buyers.

     Utilizing  Vertically  Integrated   Manufacturing  Processes.  The  Company
designs and  manufactures  a significant  number of the  components  used in the
assembly of its products,  rather than purchasing  them from third parties.  The
Company believes that its vertically integrated manufacturing processes allow it
to achieve cost  savings and better  quality  control.  The  Company's  in-house
research and development staff and on-site component  manufacturing  departments
enable  the  Company  to ensure a timely  supply of  necessary  products  and to
respond rapidly to market changes.

     Capitalizing  on the  Company's  Reputation  to Expand its  Presence in the
Market.  The Company's  National RV product offerings compete in the most common
and  competitive  price points in the RV  industry.  Through  continued  product
development,  a focus on quality and strategic pricing,  National RV has created
improving  demand for its products in 2003.  The resulting  improvement  in turn
rates is attractive to dealers, giving National RV the opportunity to expand its
dealer   locations.   The  Company's   Country  Coach  product  offerings  focus
exclusively on the Highline segment of the Class A motorhome  market.  According
to the 2003 year-end  Statistical  Surveys  publication,  a provider of industry
information  concerning  retail sales,  the Company has a strong market share in
the Highline segment. For the twelve months ended December 31, 2003, the Company
was the second largest manufacturer of Highline  motorhomes,  with approximately
18.4% of this  market,  down from  19.3% in 2002  based on the  retail  price of
highline  motorhomes  starting at $250,000.  The Company is actively  seeking to
expand its share of this market by capitalizing  on its established  reputation,
developing new products of superior  quality  products while reducing its costs,
expanding  its  production  capacity  in order to target  the  market's  growing
population,  expanding  its dealer  network  and  satisfying  the desire of many
current RV owners to purchase more upscale vehicles.

Products

     The Company's  product  strategy is to offer the highest value RVs across a
wide  range of retail  prices in order to appeal to a broad  range of  potential
customers and to capture the business of brand-loyal  repeat purchasers who tend
to trade up with each new purchase.  National RV currently  manufactures Class A
motorhomes  under the Dolphin,  Islander,  Sea Breeze,  Tradewinds and Tropi-Cal
brand  names and travel  trailers  under the  Blaze'n,  Rage'n and Splash  brand
names.  CCI currently  manufactures  Highline Class A motorhomes under the brand
names including Affinity,  Allure, Intrigue,  Inspire, Lexa and Magna, all built
on the exclusive  DynoMax  chassis and bus  conversions  under the Country Coach
Prevost name.

     The Company's  recreational vehicles are designed to offer all the comforts
of home within a 150 to 440 square foot area.  Accordingly,  the interior of the
recreational  vehicle is  designed  to  maximize  use of  available  space.  The
Company's  products  are  designed  with six  general  areas,  all of which  are
smoothly integrated to form comfortable and practical mobile accommodations. The
six areas are the  driver's  compartment,  living  room,  kitchen,  dining room,
bathroom  and  bedroom.   In  many  models,   the  Company  offers  up  to  four
"slide-outs",  which creates  additional  living space that can be utilized when
parked. For each model, the Company offers a variety of interior layouts.

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<PAGE>

     The  Company's  products are offered with a wide range of  accessories  and
options and manufactured with high-quality materials and components.  Certain of
the Company's Highline motorhomes can be customized to a particular  purchaser's
specifications.  Each  vehicle is  equipped  with a wide  range of  kitchen  and
bathroom  appliances,  audio and video  electronics,  communication  and systems
monitoring  devices,  furniture,  climate control  systems and storage  facility
spaces.

     Country Coach Prevost XLII  Conversion.  This completely  customized bus is
built on the 45' LeMirage XLII Prevost  chassis.  Fully custom interiors on this
coach are complemented by multi-color  custom exterior graphics with clear coat.
The coach offers  custom  modifications,  state-of-the-art  customized  Crestron
electronics,  in-motion satellite dish, GPS navigation system, concealable color
back-up monitor,  computerized  touch pad switching,  computerized air leveling,
and a 60" projection home theater system that folds neatly away into the ceiling
when not in use.  Slide  room  floorplans  expand  the  interior  living  space.
Suggested   retail  prices  for  the  Country  Coach  Prevost  XLII   Conversion
Double-slide  start at  $1,290,000.  The Country  Coach Prevost  Conversion  was
introduced in 1983.

     Lexa.  The Lexa is  available  in 42' and 45' lengths with double or triple
slide-outs  and the  opportunity  for  considerable  customization  of both  the
interior and exterior features.  Built on the Company's own DynoMax chassis with
independent  front suspension and a liftable tag axle, the Lexa is equipped with
the  Caterpillar  C-15  515  HP  diesel  engine  teamed  with  Allison's  4000MH
transmission. Suggested retail pricing for the Lexa starts at $684,000. The Lexa
debuted in 2001.

     Affinity.  Newly redesigned for 2005, the Affinity is available in 40', 42'
and 45' lengths  with up to four floor  plans and is powered by the  Caterpillar
C-13 525 HP engine teamed with Allison's 4000MH transmission.  New body styling,
one-piece  windshield,  84 inch interior height and many new  entertainment  and
convenience  features  characterize  this product.  The Affinity is built on the
DynoMax chassis  manufactured by CCI, and features independent front suspension,
ABS brakes,  front disc brakes, IPD sway bar and liftable tag axle. Available in
the 730 and the 770LX,  the Affinity  offers varying  degrees of  customization,
including floorplan modification and custom  interior/exterior  schemes. Modular
slide-out  floorplan  combinations with up to four slide rooms offer significant
opportunities  for  personalization.  Suggested  retail  prices for the Affinity
start at $615,000. The Affinity was introduced in 1990.

     Magna.  The Magna is  available  in 40',  42' and 45'  lengths  with  three
floorplans,  each  offering  up to four slide  rooms.  The Magna is built on the
DynoMax chassis and features independent front suspension and a Caterpillar C-13
525 HP diesel engine teamed with  Allison's  4000MH  transmission.  Six designer
coordinated interior packages or the optional custom interior package complement
the fiberglass exterior with six exterior paint color packages. Suggested retail
prices for the Magna start at $523,000. The Magna was introduced in 1991.

     Intrigue.  The  Intrigue  is  built on the  DynoMax  chassis  and  features
independent front suspension,  ABS brakes,  and an IPD sway bar. It is available
in 32', 36', 38', 40' and 42' lengths.  This diesel pusher is powered by the 400
HP Cummins ISL diesel  engine,  or the  optional  Caterpillar  525hp C-13 diesel
engine.  The fiberglass  exterior features painted exterior  graphics  including
full body paint with complete clear coat protection. Custom crafted cabinetry is
standard  in each of the  floorplans,  available  with up to four slide rooms in
certain  configurations.  Suggested  retail  prices  for the  Intrigue  start at
$313,000. The Intrigue was introduced in 1994.

     Allure.  The Allure is available  in 33', 36' and 40' lengths,  is built on
the  DynoMax  chassis  and is powered by the 400 HP  Cummins  ISL diesel  engine
teamed with Allison's 3000MH  transmission.  The fiberglass  exterior,  with its
painted graphics,  including full body paint, complete clear coat protection and
bus-style  aerodynamics,  is complemented by four designer  coordinated interior
packages.  Triple  slide-out  floorplan  arrangements  are available.  Suggested
retail  prices for the Allure start at $293,000.  The Allure was  introduced  in
1995.

     Inspire.  The Inspire is  available  in 36' and 40' lengths with up to four
slide rooms in certain  configurations,  is built on the DynoMax  chassis and is
powered by the  Caterpillar  C-9 400HP diesel power plant paired with an Allison
3000MH  transmission.  The Inspire  offers an interior  height six inches taller
than traditional Country Coach motorcoaches,  and features high-end diesel coach
elements like  independent  front  suspension.  Suggested  retail prices for the
Inspire start at $227,000. The Inspire was introduced in 2003.

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     Islander.  The 40' Islander is a luxury,  bus-style  diesel pusher built on
the Country Coach  Dynomax  10TDX  chassis,  offering  considerable  strength in
addition to features  like a 400 HP Cummins  diesel  engine,  independent  front
suspension, and high tow ratings. The Islander features large double slide rooms
that add approximately 45 square feet of additional living space. This motorhome
receives  intricate full exterior paint designs,  in addition to luxury interior
appointments like  OptimaLeather(TM),  upgraded electronics and several interior
upgrades.  Suggested  retail  prices for the  Islander  start at  $256,000.  The
Islander debuted in 1999.

     Tropi-Cal.  The Tropi-Cal is a competitively  priced diesel pusher built on
the Freightliner  XC-Series Chassis.  The 35', 37', and 39' Tropi-Cal floorplans
feature three slide-outs and include expansive basement storage, excellent cargo
carrying capacities and comfortable,  convenient layouts. The Tropi-Cal offers a
distinctive  vinyl  graphics  package and a partial paint option.  The Tropi-Cal
capitalizes on brand loyalty earned since the original nameplate introduction in
the early 1990s.  Suggested  retail prices for the Tropi-Cal  start at $165,000.
The Tropi-Cal was originally  introduced as a luxury gasoline  motorhome in 1994
and made its debut as a diesel pusher in 2002.

     Dolphin.  The  Dolphin  is  available  in  five  floorplans,  and is  built
exclusively  on  Workhorse's  W-22 and W-24  gas-powered  chassis.  The first RV
manufacturer to bring this chassis to market,  National RV debuted the Workhorse
in the 2002 Dolphin.  These models are full-basement,  bus-style motorhomes with
up to three  slides.  The Dolphin LX is an upgraded  Dolphin,  offering  certain
distinct  features,  exterior  styling and floorplans  often reserved for higher
priced diesel motorhomes.  Many optional Dolphin features become standard on the
Dolphin  LX,  and the LX  features  many  items not  available  on the  standard
Dolphin.  The Dolphin  products are  produced in 32' to 38'  lengths.  Suggested
retail prices for the Dolphin start at $115,000.  The Class A Dolphin  motorhome
was first introduced in 1985. However, the Dolphin brand dates back to 1963.

     Sea Breeze.  The Sea Breeze is a moderately  priced,  bus-style  motorhome,
built on a Ford gas-powered  chassis.  A full-height  motorhome,  the Sea Breeze
offers  considerable   basement  storage.  The  Sea  Breeze  features  Corian(R)
countertops,  power heated side-view  mirrors,  deluxe trim and heated water and
waste holding tanks. The Sea Breeze offers floorplans ranging from 30' to 34' in
length. Also offered under the Sea Breeze name is the Sea Breeze LX built on the
Workhorse W-22 chassis.  The Sea Breeze LX offers many upgrades not available in
the  standard  Sea Breeze.  The Sea Breeze LX models are  produced in 31' to 34'
lengths.  Suggested retail prices for the Sea Breeze start at $90,000. The Class
A Sea Breeze product was introduced in 1992.

     Blaze'n Travel Trailer.  The Blaze'n is a dual purpose  conventional travel
trailer  and  contains  capacity  for  hauling  ATVs or small  watercraft  while
providing all of the comfort and roominess of a full-size RV.  Suggested  retail
prices for the Blaze'n start at $28,000.  The Blaze'n was originally  introduced
in 2001.

     Rage'n  Travel  Trailer.  The  Rage'n is a ramp  travel  trailer  with both
conventional  and fifth-wheel  models and features an impressive  cargo capacity
that permits the hauling of ATVs or small  watercraft.  Suggested  retail prices
for the Rage'n start at $17,000. The Rage'n was first introduced in 2000.

     Splash Travel  Trailer.  The Splash is an  entry-level  travel  trailer and
offers both  conventional  and  fifth-wheel  models.  The Splash was designed to
allow  families  to enjoy  the great  outdoors  with  ease and  offers  standard
features  such as a one-piece  fiberglass  shower,  raised panel solid  hardwood
cabinet doors and a full galley. Suggested retail prices for the Splash start at
$13,000. The Splash was originally introduced in 2000.

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<PAGE>

Planned Product Introductions

     During 2004,  the Company plans to introduce new floorplans in its existing
products to target certain market niches not previously represented. The Company
plans on re-introducing the Tradewinds product early this summer. The Tradewinds
has been  re-designed  from the  ground  up,  incorporating  several  innovative
industry trends.

Distribution and Marketing

     The Company  markets NRV  products  through a network of  approximately  70
Class A and 82 towable dealer  locations in 35 states and 3 Canadian  provinces.
These dealers generally carry all or a portion of NRV's product lines along with
competitors'  products.  The  Company  markets  CCI  products  through 32 dealer
locations in 17 states.  Overall,  the Company  markets its NRV and CCI products
through a network  of  approximately  158  dealer  locations  in 37 states and 3
Canadian  provinces.  CCI  utilizes a limited  dealer  network for its  Highline
motorhomes due to the high level of knowledge  needed by the dealer sales people
and the  tendency of Highline  customers to make  destination-type  purchases at
shows  and  rallies.  The  Company  believes  that each of the CCI  dealers  has
significant  experience  with  top-of-the-line   products  and  has  outstanding
facilities and service programs.

     The Company  generally  promotes its products  through  product  support at
dealer locations,  product brochures,  plant tours and product  walk-throughs on
DVD, attendance at trade and consumer shows, direct mail promotions, company web
sites,  plant  tours,   corporate  newsletters,   press  releases,   promotional
appearances,  trade and consumer  magazine  advertising,  RV owner  rallies that
include limited free service, and its in-house magazine  publication.  From time
to time, the Company also offers dealer or consumer incentives.  In addition, to
help promote  customer  satisfaction  and brand  loyalty,  the Company  sponsors
Islanders  and Country  Coach  International  clubs for owners of the  Company's
products.  The clubs publish  newsletters  on a quarterly  basis and organize RV
rallies and other activities.  The Company continually seeks consumer preference
input from several sources, including dealers, RV owners and the Company's sales
representatives and, in response,  the Company implements changes in the design,
decor and  features  of its  products.  The  Company's  website  also  offers an
extensive listing of the Company's models,  floor plans and features,  including
"virtual tours" of some models.

     Substantially  all of the  Company's  motorhome  sales  are  made on  terms
requiring payment within 15 business days or less of the dealer's receipt of the
unit. Most dealers finance all, or  substantially  all, of the purchase price of
their inventory under "floor plan"  arrangements with banks or finance companies
under which the lender  pays the Company  directly.  Dealers  typically  are not
required to commence  loan  repayments  to such lenders for a period of at least
six months. The loan is collateralized by a lien on the vehicle. Consistent with
industry practice, the Company has entered into repurchase agreements with these
lenders. In general, the repurchase agreements require the Company to repurchase
a unit if the dealer defaults on the financed unit.  Certain of these agreements
limit the  Company's  liability  to 12 to 18 months after the date of invoice of
the unit.  At December 31, 2003,  the  Company's  maximum  potential  repurchase
obligation under these  agreements was  approximately  $93 million.  The risk of
loss under such  agreements is spread over  numerous  dealers and lenders and is
further  reduced by the resale  value of the  motorhomes  the  Company  would be
required to repurchase.  The Company's  losses under these  agreements  have not
been material in the past.

     Many finance  companies and banks provide retail financing to purchasers of
RVs.  Certain  provisions of the U.S. tax laws applicable to second  residences,
including the  deductibility of mortgage interest and the exclusion of gain on a
qualifying  sale,  currently  apply to  motorhomes  and travel  trailers used as
qualifying residences.

Manufacturing Facilities and Production

     The  Company  owns  and  operates   manufacturing   facilities  in  Perris,
California  and Junction City,  Oregon.  The Company  previously  owned a 10-bay
service and parts distribution  center in Lakeland,  Florida,  which was sold in
March 2004 and the  Company  will move to a new  Florida  facility,  in the same
general  area,  to optimize  its use of space.  NRV  products  are  designed and
manufactured  in  facilities   encompassing   607,000  square  feet  located  on
approximately 49 acres in Perris.  CCI products are designed and manufactured in
facilities encompassing 436,000 square feet located on approximately 69 acres in
Junction City.

                                       8

<PAGE>

     The Company's vehicles are built by integrating  manufacturing and assembly
line processes.  The Company  generally  operates one production  shift for most
assembly  activities.  The  Company  believes  that  the  vertically  integrated
manufacturing  systems and processes it has developed  enable it to  efficiently
and consistently produce high-quality products.

     Among other items, the Company fabricates, molds and finishes fiberglass to
produce its front-end and rear-end fiberglass  components,  manufactures its own
walls and roofs, assembles sub-floors and molds plastic components.  In addition
to assembling its vehicles and installing  various options and accessories,  the
Company  manufactures the majority of the installed amenities such as cabinetry,
draperies,  showers  and  bathtubs.  After  purchasing  the basic chair and sofa
frames,  the  Company  also  manufactures  most  of the  furniture  used  in its
motorhomes. The Company believes that by manufacturing these components on site,
rather  than  purchasing  them from third  parties,  the Company  achieves  cost
savings,  better  quality  control and timely  supply of  necessary  components.
Chassis  for  certain  of  the  Company's  coaches,   plumbing  fixtures,  floor
coverings,  hardware and  appliances are purchased in finished form from various
suppliers.

     The Company  purchases  the  principal  raw  materials  and  certain  other
components used in the production of its RVs from third parties.  Other than the
chassis and chassis  components,  these  components and raw materials  typically
have short  delivery  lead  times.  With the  exception  of the  chassis,  these
materials,  including plywood,  lumber and plastic are generally  available from
numerous sources, and the Company has not experienced any significant  shortages
of raw materials or components.

Arrangements with Chassis Suppliers

     The Company's NRV subsidiary  purchases  gasoline-powered  chassis that are
manufactured by Ford Motor Company and Workhorse Custom Chassis, and rear engine
diesel-powered  chassis from Freightliner  Custom Chassis  Corporation,  Spartan
Motor Corporation, and previously from the Company's own Junction City facility.
The Company's CCI subsidiary manufactures its own chassis, the DynoMax, which is
used as the base upon which all CCI motorhomes are built, except for the Prevost
Conversions,  which  utilize a Prevost  bus shell.  Except for the  Prevost  bus
shell,  which is purchased on extended terms, the Company's  agreements with the
chassis  suppliers  generally provide that the Company must pay for a chassis in
full prior to making any  alterations  or additions to the chassis.  The chassis
purchase  agreements  further  provide  that  either  party  may  terminate  the
agreement  at any  time.  The  Company  generally  maintains  a one to two month
production  supply of  chassis in  inventory.  If any of the  Company's  present
chassis  manufacturers  were to cease  manufacturing  or  otherwise  reduce  the
availability  of their chassis,  the business of the Company could be materially
and adversely affected. The industry, as a whole, from time to time, experiences
short-term shortages of chassis.

Product Development

     The Company utilizes  research and development  staff that  concentrates on
product development and enhancements.  New ideas are presented to the staff from
management  and  are  derived  from  a  variety  of  sources,   including  sales
representatives, dealers and consumers. The staff utilizes computer-aided design
equipment and techniques to assist in the  development of new products and floor
plans and to analyze suggested  modifications of existing products and features.
After the initial  step of  development,  prototype  models for new products are
constructed and refined.  In the case of modifications to certain features,  new
molds for various parts,  such as front-end caps,  storage doors, and dashes are
produced and tested.  New product  prototypes are produced both off-line as well
as directly on the production line. The Company believes that the maintenance of
an  in-house  research  and  development  staff  enables  the Company to respond
rapidly to  ongoing  shifts in  consumer  tastes and  demands.  Total  research,
development and engineering expenses were $6,665,000,  $5,419,000 and $6,195,000
for the years ended  December 31, 2003,  2002 and 2001,  respectively,  of which
research  and  development  expenses  alone  were  $2,083,000,   $1,359,000  and
$1,721,000, respectively.

Backlog

     The Company's  backlog of orders was $129.7 million as of March 1, 2004 and
$80.7 million as of March 1, 2003. Backlog orders are those orders with either a
dealer purchase order or some other form of dealer commitment to purchase a unit
within a six-month  period.  All backlog orders are subject to  cancellation  or
postponement at the option of the dealer without penalty, and therefore, backlog
should not be used as a measure of future  sales.  To the extent not canceled or
postponed,  the  Company  expects  that its  backlog as of March 1, 2004 will be
filled within 45 to 90 days.

                                       9

<PAGE>

Competition

     The  motorhome  market  is  intensely  competitive,  with a number of other
manufacturers selling products that compete with those of the Company. According
to  Statistical  Surveys,  Inc., the three leading  manufacturers  accounted for
approximately  55.7%  and  56.9%  of  total  retail  units  sold in the  Class A
motorhome market during 2003 and 2002, respectively. These companies and certain
other competitors have substantially  greater financial and other resources than
the Company.  Sales of used motorhomes also compete with the Company's products.
The Company competes on the basis of value, quality, price and design. According
to Statistical  Surveys,  Inc., the Company's Class A retail market share of new
product  unit  sales  was  6.1%,  5.5%,  and  6.7%  in  2003,  2002,  and  2001,
respectively.

Regulation

     The Company is subject to federal,  state and local  regulations  governing
the  manufacture  and sale of its  products,  including  the  provisions  of the
National  Traffic and Motor Vehicle Safety Act (the "Motor  Vehicle  Act"),  the
Transportation  Recall  Enhancement,  Accountability  and Documentation Act (the
"TREAD" Act) and the Federal Motor Vehicle Safety Standards  ("FMVSS").  Certain
states require approval of coach designs and provide  certification tags proving
compliance  before  coaches can be sold into that state.  The Motor  Vehicle Act
authorizes  the National  Highway  Traffic  Safety  Administration  ("NHTSA") to
require a manufacturer to recall and repair vehicles that contain safety defects
or fail to comply with the FMVSS.  In addition,  the Company  has,  from time to
time,  instituted  voluntary  recalls of certain  motorhome  and towable  units.
Future recalls of the Company's products,  if any, could have a material adverse
effect on the  Company.  The Company is also  subject to some  federal and state
consumer  protection and unfair trade practice laws and regulations  relating to
the sale,  transportation and marketing of motor vehicles,  including  so-called
"Lemon Laws."  Federal and state laws and  regulations  also impose upon vehicle
operators  various  restrictions  on the  weight,  length  and  width  of  motor
vehicles,  including  trucks and  motorhomes,  that may be  operated  in certain
jurisdictions or on certain roadways.  Certain  jurisdictions  also prohibit the
sale of  vehicles  exceeding  length  restrictions.  Amendments  and  changes in
enforcement with respect to these laws and regulations and the implementation of
new  laws  and   regulations   could   significantly   increase   the  costs  of
manufacturing, purchasing, operating or selling the Company's products and could
have a material adverse effect on the Company's business,  results of operations
and financial condition.

     The Company  relies upon  certifications  from chassis  manufacturers  with
respect to  compliance of the Company's  vehicles with all  applicable  emission
control  standards.  The RVIA, of which the Company is a member, has promulgated
stringent  standards for quality and safety.  Each of the units  manufactured by
the Company has a RVIA seal placed upon it to certify that such  standards  have
been met.

     Federal and state authorities have various  environmental control standards
relating to air, water,  and noise pollution and hazardous waste  generation and
disposal  that affect the business and  operations  of the Company.  The Company
believes that its facilities and products  comply in all material  respects with
applicable environmental  regulations and standards. The Company is also subject
to  the  regulations   promulgated  by  the   Occupational   Safety  and  Health
Administration   ("OSHA"),   which   regulate   workplace   health  and  safety.
Representatives of OSHA and the RVIA periodically inspect the Company's plants.

Product Warranty

     The Company  provides  retail  purchasers of its motorhomes  with a limited
warranty  against  defects  in  materials  and  workmanship.  Excluded  from the
Company's  warranties  are  chassis  manufactured  by third  parties  and  other
components,  typically  those that are warranted by the  Company's  suppliers of
these  items.  Service  covered  by  warranty  must be  performed  at either the
Company's  in-house service facilities or any of its dealers or other authorized
service centers. The basic warranty terms are as follows:

o        CCI motorhomes - One year
o        NRV motorhomes - One year
o        DynoMax chassis - Two years
o        Travel trailers and Fifth wheels - Two years
o        CCI structural welding - Five years or 50,000 miles


                                       10

<PAGE>

Trademarks and Patents

     The Company has registered  NRV's  Dolphin,  DuraFrame,  Islander,  Marlin,
Palisades,  Sea Breeze, Sea View National R.V. (Logo),  Sea View,  Splash,  Surf
Side, Tradewinds, and Tropi-Cal trademarks, and CCI's Affinity, Allure, Concept,
Country Camper, Country Coach, Country Coach Destinations,  DynoMax, Great Room,
Inspire,  Intrigue,  Magna, and Max trademarks and believes they are material to
the Company's business.  The Company has additional trademarks filed and pending
registration.  In addition, the Company has four patents covering RV sub-floors,
exterior doors, and stow-away beds.

Product Liability and Insurance

     From time to time,  the Company is involved in certain  litigation  arising
out of its  operations  in the normal  course of business.  Accidents  involving
personal injuries and property damage occur from time to time in the use of RVs.
The Company maintains product liability  insurance in amounts deemed adequate by
management. In 2003, costs to the Company for product liability actions were not
material.

Employees

     As of December 31, 2003, the Company  employed a total of 2,360 people,  of
which  1,884  were   involved   in   manufacturing,   203  in  service,   94  in
administration,  112 in research,  development and engineering,  and 67 in sales
and marketing.  None of the Company's personnel are represented by labor unions.
The Company considers its relations with its personnel to be good.

Item 2. Properties

     The  Company  owns  and  operates   manufacturing   facilities  in  Perris,
California  and Junction City,  Oregon.  The Company  previously  owned a 10-bay
service and parts distribution  center in Lakeland,  Florida,  which was sold in
March  2004 as the  Company  will move to a new  Florida  facility,  in the same
general  area,  to optimize  its use of space.  NRV  products  are  designed and
manufactured  in  facilities   encompassing   607,000  square  feet  located  on
approximately 49 acres in Perris.  CCI products are designed and manufactured in
facilities encompassing 436,000 square feet located on approximately 69 acres in
Junction City. A portion of CCI's facilities representing 325,000 square feet is
being  leased  under an agreement  expiring in October  2005  (currently  in the
second of three separate five-year lease periods, all at fair market value). The
Company  has the  option to extend the  agreement  for an  additional  five-year
period.

     The Company  believes that present  facilities  are well  maintained and in
good condition.  While the Perris,  California facilities are sufficient to meet
the NRV production  needs in the near term,  management is currently  evaluating
the need to expand its CCI capacity.

Item 3.  Legal Proceedings

     The Company is  involved in legal  proceedings  in the  ordinary  course of
business,  including a variety of  warranty,  "lemon law" and product  liability
claims  typical in the  recreational  vehicle  industry.  The  Company  does not
believe  that the outcome of its pending  legal  proceedings,  net of  insurance
coverage,  will have a  material  adverse  effect on the  business,  results  of
operations or financial condition of the Company.

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

         None.

                                       11

<PAGE>

                                     PART II

Item 5. Market for  Registrant's Common Equity, Related  Stockholder Matters and
        Issuer Purchases of Equity Securities

     The Company's  Common Stock, par value $.01 per share (the "Common Stock"),
has been  trading  on the New York  Stock  Exchange  under the  symbol NVH since
December 14, 1998.  For more than four years prior to that the Company's  Common
Stock traded on the NASDAQ National Market under the symbol NRVH.

                2003                            High               Low
                ----                            ----               ---
         First Quarter.................      $   7.36           $  4.68
         Second Quarter................          5.28              3.79
         Third Quarter.................          8.70              5.27
         Fourth Quarter................         12.02              8.02


                2002                            High               Low
                ----                            ----               ---
         First Quarter.................      $ 12.75           $  8.65
         Second Quarter................        14.10             10.00
         Third Quarter.................        11.70              6.15
         Fourth Quarter................         7.52              4.77


     On March 1, 2004, the last reported sales price for the Common Stock quoted
on the New York Stock Exchange was $10.51 per share. As of March 1, 2004,  there
were  approximately  72 record  holders of Common  Stock.  Such  number does not
include  persons whose shares are held of record by a bank,  brokerage  house or
clearing  agency,  but does  include such banks,  brokerage  houses and clearing
agencies.

Dividends

     The Company has not paid any cash dividends or  distributions on its Common
Stock and has no  intention  to do so in the  foreseeable  future.  The  Company
presently intends to retain earnings for general corporate  purposes,  including
business  expansion,   capital  expenditures  and  possible  acquisitions.   The
declaration  and payment of future  dividends will be at the sole  discretion of
the Board of Directors and will depend on the Company's profitability, financial
condition,  capital needs, future prospects and other factors deemed relevant by
the Board of Directors. The current credit agreement, which the Company has with
(UPSC) Capital  Corporation,   does  restrict  the  declaration  and  payment of
dividends.  See "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Liquidity and Capital Resources."

     The information under the heading "Equity Compensation Plan Information" in
the  Company's  definitive  Proxy  Statement  for its  2004  Annual  Meeting  of
Stockholders  to be filed  with  the SEC is  incorporated  into  Item 11 of this
report by reference.

     During the fiscal year ended December 31, 2003, no equity securities of the
Company were sold by the Company which were not registered  under the Securities
Act of 1933, as amended.

Item 6.  Selected Financial Data

     The  following  selected  consolidated  financial  data  should  be read in
conjunction with the Company's  consolidated  financial statements and the notes
thereto,  and "Management's  Discussion and Analysis of Financial  Condition and
Results of Operations" contained elsewhere herein.

                                       12

<PAGE>

                   SELECTED CONSOLIDATED FINANCIAL INFORMATION
                (In thousands, except per share and unit amounts)

                                                   Years Ended December 31,
                                                   ----- ----- -------- ---
Consolidated Statements of Operations
   Data:                              2003    2002     2001     2000     1999
                                      ----    ----     ----     ----     ----
Net sales......................... $341,972 $300,251 $280,015 $348,846 $419,421
Cost of sales.....................  334,547  302,483  275,648  308,216  348,592
                                   -------- -------- -------- -------- --------
   Gross profit (loss)............    7,425   (2,232)   4,367   40,630   70,829

Selling expenses..................   12,482   14,492   14,068   14,111   11,437

General and administrative expenses.  7,801    8,176    8,765    9,138    7,214

Amortization of intangibles.......        -        -      413      413      413
Impairment of goodwill (1)........        -    6,126        -        -        -
                                   -------- -------- -------- -------- --------
   Operating (loss) income........  (12,858) (31,026) (18,879)  16,968   51,765
Interest expense..................      399      357      107        5       27
Other income......................       (6)    (117)    (527)  (1,206)  (1,375)
(Gain) loss on disposal of land
 and equipment....................       (1)    (355)     (71)     136     (463)
                                   -------- -------- -------- -------- --------
 (Loss) income before income taxes
and cumulative effect of change
in accounting principle...........  (13,250) (30,911) (18,388)  18,033   53,576
(Benefit) provision for income taxes (4,910)  (9,489)  (6,927)   6,864   20,625
                                   -------- -------- -------- -------- --------
 (Loss) income before cumulative
effect of accounting change.......   (8,340) (21,422) (11,461)  11,169   32,951
 Cumulative effect of change in
accounting principle, net of tax (2)      -        -        -   (1,213)       -
                                   -------- -------- -------- -------- --------
    Net (loss) income.............$ (8,340)$(21,422)$(11,461)$  9,956 $ 32,951
                                   ======== ======== ======== ======== ========

Basic (loss) earnings per common
share:
 (Loss) income before cumulative
effect of accounting change...... $  (0.84)$  (2.19)$  (1.18)$   1.14 $   3.16
 Cumulative effect of accounting
change...........................        -        -        -    (0.12)       -
                                   -------- -------- --------  -------  -------
    Net (loss) income............ $  (0.84)$  (2.19)$  (1.18)$   1.02 $   3.16
                                   ======== ======== ======== ======== ========
Diluted (loss) earnings per
common share:
 (Loss) income before cumulative
effect of accounting change...... $  (0.84)$  (2.19)$  (1.18)$   1.11 $   2.95
 Cumulative effect of accounting
change...........................        -        -        -    (0.12)       -
                                   -------- -------- --------  -------  -------
    Net (loss) income............ $  (0.84)$  (2.19)$  (1.18)$   0.99 $   2.95
                                   ======== ======== ======== ======== ========

Weighted average number of
common shares outstanding:
  Basic..........................     9,900    9,788    9,683    9,743   10,430
  Diluted........................     9,900    9,788    9,683   10,086   11,178

Other Data:
Class A units sold...............     2,417    1,919    1,957    2,852    3,951
Travel Trailers sold.............     1,515    1,609    1,400      553      431


                                                   December 31,
Consolidated Balance Sheets Data:    2003      2002    2001     2000     1999
                                     ----      ----    ----     ----     ----
Total assets.....................  $130,449 $145,244 $169,782 $155,674 $159,214
Working capital..................    49,669   53,046   65,529   76,063   91,916
Long-term debt...................         -       19       43       64       84
Stockholders' equity.............    87,990   94,165  114,412  125,293  130,566


     (1)  The  impairment  of  goodwill  was  attributable  to the  adoption  of
Statement of Financial Accounting Standards No. 142,effective January 1,2002.

     (2)  The   cumulative   effect  of  change  in  accounting   principle  was
attributable  to the adoption of Staff  Accounting  Bulletin No. 101,  effective
January 1, 2000.

                                       13

<PAGE>

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

Forward Looking Statements

     Statements  contained in this Form 10-K that are not  historical  facts are
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation  Reform Act of 1995.  Investors  are cautioned  that  forward-looking
statements are inherently  uncertain.  Actual performance and results may differ
materially  from that  projected  or suggested  herein due to certain  risks and
uncertainties  including,  without  limitation,  potential  fluctuations  in the
Company's  operating results;  continuation of losses;  seasonality and economic
conditions;  dependence  on  certain  dealers  and  concentration  of dealers in
certain regions;  dependence on chassis suppliers;  potential  liabilities under
repurchase agreements;  competition; government regulation; warranty claims; and
product liability.  These risks and uncertainties are more fully discussed below
in the  subsection  "Factors  that  May  Affect  Operating  Results"  and in the
Company's other filings with the Securities and Exchange Commission. The Company
undertakes  no  obligation  to revise or update  publicly  any  forward  looking
statements for any reason.

Executive Overview

     In 2003 the  Company  reduced  its net loss from $21  million  or $2.19 per
share  in 2002 to $8  million  or  $0.84  per  share,  increased  its  revenues,
generated cash from operating activities,  and improved production  efficiencies
while  virtually  eliminating  its debt and  reducing its  inventories  to their
lowest levels in nearly five years.  Management  believes the Company has strong
momentum heading into 2004.

     The Company  started the year targeting 2% quarterly  improvements in gross
margins  - to be  achieved  through  reductions  in  price  incentives,  reduced
warranty costs and various  manufacturing  efficiency gains. Indeed, the Company
went from a negative 3% gross  margin in the first  quarter of 2003 (as restated
as  further  discussed  in Note 15 of the  accompanying  consolidated  financial
statements)  to a positive 6% gross  margin in the fourth  quarter - a 900 basis
point improvement.

     Where 2003 began with a declining  dealer body and a lowered  market  share
position,  the  Company  finished  the year with a growing  dealer  base and the
biggest  annual  market  share  percent  increase of any of the top nine Class A
manufacturers as reported by Statistical Survey, Inc.

     Key to the  Company's  improvement  in 2003 were new and  enhanced  product
offerings,  and improving  profit  margins  driven by various cost reduction and
efficiency initiatives.

Product Development

     Both the National RV (NRV) and Country Coach (CCI)  divisions  released new
products in the first quarter of 2003. At the  NRV division, the Tropi-Cal  is a
diesel  product  efficiently  built  on the  same  production  line  as the  gas
products. At the Country Coach division,  the Inspire offers a new unit starting
at a retail price of $227,000. Attractively priced with unique electronics and a
higher interior  height,  this product has been well received  contributing to a
40%  increase in CCI's  production  and an  increased  backlog of orders for the
second half of 2003. In addition, CCI's distribution channels were significantly
increased in 2003, thus improving access for its retail customers.

     In evaluating  existing  products at the National RV division,  the Company
set to work  revitalizing its entry-level gas Sea Breeze product and its already
successful  Dolphin  gas  product.  These  efforts  resulted  in  a  52%  annual
improvement  in NRV's  motorhome  product turn, a 75% annual  increase in market
share for the Sea Breeze,  and an overall  increase in demand and orders backlog
for NRV  products.  Also  re-designed  in 2003  was the  Country  Coach  Prevost
Conversion.   Significant   improvements   have  created  demand  for  increased
production into 2004. To meet this increased  production,  the Company moved its
Prevost  operation  to a  leased  facility  off-site,  resulting  in  additional
manufacturing space for the growing Inspire line.

                                       14

<PAGE>

     New  floorplans  with triple and quad slides  together  with  interior  and
exterior  product  enhancements  have proven very successful in the marketplace.
Management  believes that focusing on the customer and providing  great products
that support the customer's lifestyle will drive future growth for the Company.

Operating Performance

     Continual  effort to  increase  the  Company's  quality  and  decrease  its
warranty  costs  resulted in another $4.4 million reduction in warranty costs in
2003 (we experienced the same improvement in 2002). Expressed as a percentage of
net sales, warranty costs decreased by 40%. Continued reductions are part of the
strategy for 2004.

     Other areas  impacting  the  Company's  gross profit  margins are increased
facility  utilization,  decreased worker's  compensation costs in California and
improved  production  efficiencies.  Both divisions  have  increased  production
bringing the Company near  capacity in the Country  Coach  facility and close to
50% in the  National  RV  facility as of  year-end.  As the Company  experiences
better capacity  utilization,  the Company should see additional  improvement in
gross margins for 2004.  Worker's  compensation costs continue to be a challenge
in California. The Company has undertaken significant safety programs to address
these  costs and the  Company is being more  proactive  in the  handling  of its
claims.  While these  measures are helping,  the Company may also be affected by
pending state reforms  which,  if passed,  should also further  reduce  workers'
compensation costs.

     Improved  turn-rates  and a reduction in aged dealer lot  inventories  have
played a key role in the overall  performance  improvement  of the Company  from
2002 to 2003. As the new and revitalized  products come on-line,  the Company is
seeing a rise in wholesale  deliveries and  improvement in the Company's  annual
Class A  retail  market  share - to 6.1% in 2003  from  5.5% in  2002.  Stronger
product  offerings  and the  resulting  increase  in demand  have  significantly
reduced the need to discount the Company's products.

Looking Ahead

     Many of the same objectives the Company addressed last year remain in place
for the coming year.  Aggressive  product  development,  cost  containment,  and
increased customer satisfaction are three of those objectives.

     In the first quarter of 2004, the Country Coach  division  debuted three of
its new 2005 model year  offerings,  the Inspire and the  completely  redesigned
Magna and custom  Affinity.  The remaining  2005 offerings for Country Coach and
for  National RV will be  introduced  during the summer, including  NRV's newly-
redesigned Tradewinds.

     The Company is continually  trying to contain its costs specifically in the
warranty cost and workers' compensation cost areas. The Company has improved the
quality of its motorhomes and thus lowered its warranty costs. Also, the Company
has  instituted  a  number  of  safety  programs  aimed  at  reducing   workers'
compensation  costs.  The Company has made further progress to contain its costs
by initiating a lean manufacturing philosophy at its NRV facility.

     The Company is  continually  striving to improve  its  customer  support by
improving  club  support,  telephone  support for owners and dealers,  and parts
fulfillment.  The Company utilizes various  techniques such as surveys and focus
groups to ensure that it is improving in the area of customer satisfaction.

     Another key  initiative  is enhanced  training  programs for the  Company's
workforce,  service  centers,  dealers,  and consumers.  The Company has already
undertaken  efforts  in the  areas of  safety;  and with new  distance  learning
capabilities,  the  Company is  looking  forward to  broadcasting  its  training
programs  directly to dealers and service  providers,  driving the  movement for
increased customer satisfaction in areas of technical maintenance.  In addition,
factory  training  programs  are  giving  the  Company's  customers  a basis for
self-diagnostics and a better understanding of the equipment they are operating.

     The  outlook  for the  industry  as a whole  continues  to be  strong.  The
Recreational Vehicle Industry Association's (RVIA) market expansion campaign, GO
RVing,  now in its seventh  year, is fostering  greater  awareness and garnering
media attention.

     This analysis of the Company's  financial  condition and operating  results
should  be read in  conjunction  with the  accompanying  consolidated  financial
statements including the notes thereto.

                                       15

<PAGE>

Critical Accounting Policies

     The  Company's  discussion  and  analysis of its  financial  condition  and
results of  operations  are based upon its  consolidated  financial  statements,
which have been  prepared in accordance  with  accounting  principles  generally
accepted in the United States.  The  preparation of these  financial  statements
requires the Company to make  estimates and  judgments  that affect the reported
amount of assets  and  liabilities  and  disclosure  of  contingent  assets  and
liabilities at the date of the financial  statements and the reported  amount of
revenues and expenses for each period.

     The  following  represents a summary of the Company's  critical  accounting
policies,  defined as those policies that the Company  believes are: i) the most
important to the portrayal of the Company's  financial  condition and results of
operations,  and ii) that require the Company's  most  difficult,  subjective or
complex  judgments,  often as a result of the need to make  estimates  about the
effects of matters that are inherently uncertain.

     Valuation of Long-Lived  Assets.  The Company reviews long-lived assets for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying  amount  of an  asset  might  not  be  recoverable.  If  indicators  of
impairment  were  present,  the Company  would  evaluate the  carrying  value of
property and  equipment,  in relation to estimates of future  undiscounted  cash
flows of the underlying business, which are based on judgment and assumptions.

     Warranty  Reserve.  The Company's  warranty reserve is established based on
its best estimate of the amounts  necessary to settle future and existing claims
on products sold as of the balance sheet date.  The Company  records an estimate
for future  warranty-related costs based on recent actual warranty claims. Also,
the Company's recall reserve is established, as necessary, based on management's
estimate of the cost per unit to remedy the problem and the estimated  number of
units that will  ultimately  be brought in for the repair.  While the  Company's
warranty costs have historically been within its expectations and the provisions
established,  the Company  cannot  guarantee that it will continue to experience
the same  warranty  costs that it has in the past.  A  significant  increase  in
dealer shop rates,  the cost of parts or the  frequency  of claims  could have a
material  adverse  impact on the Company's  operating  results for the period or
periods in which such claims or additional costs materialize.

     Revenue Recognition.  The Company recognizes revenue in accordance with SEC
Staff Accounting Bulletin No. 104, Revenue Recognition in Financial  Statements,
or SAB 104. SAB 104 requires that four basic criteria must be met before revenue
can be recognized: i) persuasive evidence of an arrangement exists, ii) delivery
has  occurred  and  title  and the  risks and  rewards  of  ownership  have been
transferred to the customer,  iii) the price is fixed and determinable,  and iv)
collectibility  is reasonably  assured.  Assuming that all of the above criteria
were  satisfied,  motorhome  and towable  sales are recorded by the Company when
accepted by the dealer.

     Legal  Proceedings.  The Company is  currently  involved  in certain  legal
proceedings in the ordinary  course of its business and has accrued its estimate
of the probable costs for the resolution of these claims. This estimate has been
developed in consultation  with counsel handling the Company's  defense in these
matters  and is  based  upon  an  analysis  of  potential  results,  assuming  a
combination of litigation and settlement strategies.

     Deferred Tax Asset.  As of December  31,  2003,  the Company has recorded a
deferred tax asset of $11.8  million.  Realization  is  dependent on  generating
sufficient  taxable  income  prior  to  expiration  of the  loss  carryforwards.
Although realization is not assured,  management believes it is more likely than
not that all of the  deferred  tax asset  will be  realized.  The  amount of the
deferred tax asset considered  realizable however,  could be reduced in the near
term if estimates of future  taxable income during the  carryforward  period are
reduced.

                                       16

<PAGE>

     Valuation of Inventory. Inventory is valued at the lower of cost (estimated
using the  first-in,  first-out  method) or  market.  The  Company  periodically
evaluates  the carrying  value of  inventories  and  maintains an allowance  for
excess and  obsolescence  to adjust the carrying value as necessary to the lower
of cost or  market or to  amounts  on hand to meet  expected  demand in the near
term.  Unfavorable changes in estimates of obsolete inventory would result in an
increase in the allowance and a decrease in gross profit.

Workers' Compensation Reserve.

     The Company's  workers'  compensation  reserve is established  based on its
best estimate of the amounts  necessary to settle  future and existing  employee
workers'  compensation  claims as of the balance sheet date. The Company records
an estimate for future workers'  compensation  related costs based on historical
workers'   compensation   claims  paid.  Even  though  the  Company's   workers'
compensation  costs have been growing during the past several years, the Company
cannot  provide  assurance  that these  costs  will  continue  at these  levels,
increase or  decrease,  in the near term.  A  significant  change in  California
workers' compensation legislation, the cost of claims or the frequency of claims
could have a material adverse impact on the Company's  operating results for the
period or periods in which such claims or additional costs materialize.

                                       17

<PAGE>

Results of Operations

     The following table sets forth for the periods  indicated the percentage of
net sales  represented by certain items reflected in the Company's  Consolidated
Statements of Operations:

                                                Percentage of Net Sales
                                                       Years Ended
                                                       December 31,
                                          -------------------------------------
                                              2003           2002        2001
                                          ----------   ------------  ----------

      Net sales...........................    100.0%         100.0%      100.0%
      Cost of goods sold..................     97.8          100.7        98.4
                                          ----------   ------------  ----------
      Gross profit (loss).................      2.2           (0.7)        1.6
      Selling expenses....................      3.7            4.8         5.0
      General and administrative expenses.      2.3            2.7         3.1
      Amortization of intangibles.........      0.0            0.0         0.1
      Impairment of goodwill..............      0.0            2.0         0.0
                                          ----------   ------------  ----------
      Operating loss......................     (3.8)         (10.3)       (6.7)
      Interest expense....................      0.1            0.1         0.0
      Other income........................     (0.0)          (0.2)       (0.2)
                                          ----------   ------------  ----------
      Loss before income taxes............     (3.9)         (10.3)       (6.5)
      Benefit for income taxes............     (1.4)          (3.2)       (2.4)
                                          ----------   ------------  ----------
      Net loss............................     (2.4)          (7.1)       (4.1)
                                          ==========   ============  ==========

Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

Amounts in tables are in thousands, except percentages

         Net sales
                                             Twelve Months
                                           Ended December 31,
                                             Percent Change
                                       --------------------------
                                          2003             2002
                                          ----             ----
         Net sales..................   $341,972  13.9%   $300,251
         as a percent of net sales..     100.0%            100.0%

     Net sales in 2003 increased by $41.7 million to $342.0  million,  or 13.9%,
from $300.3  million in 2002.  Due  primarily  to an  increase in gas  motorhome
sales, NRV's sales of Class A motorhomes  increased 397 units, or 26.4%, in 2003
to 1,900 units  compared to 1,503 units in 2002,  while the average  sales price
decreased 8.4%. Driven primarily by the introduction of the Inspire,  CCI's unit
sales  increased 101 units, or 24.3%, in 2003 to 517 units compared to 416 units
in 2002,  while the average price of these units decreased 7.9%. Sales of travel
trailers  decreased 94 units,  or 5.8%, in 2003 to 1,515 units compared to 1,609
units in 2002, while the average sales price of these travel trailers  increased
1.0%.

         Gross profit margin
                                             Twelve Months
                                           Ended December 31,
                                             Percent Change
                                       --------------------------
                                          2003             2002
                                          ----             ----
         Gross profit margin.........     2.2%     N/A    (0.7)%

     The  primary  factors,  that led to a 2.2% gross  profit  margin (or a $7.4
million  gross  profit) for 2003  compared to a (0.7)% gross profit margin (or a
$2.2  million  gross  loss) for  2002,  were  reduced  warranty  costs,  reduced
discounting,   higher  production  and  sales  volumes,   and  reduced  workers'
compensation  costs. The Company improved the quality of its products  resulting
in  reduced   warranty  costs  of  approximately   $4.4  million.   The  Company
sufficiently  reduced  inventory levels during 2003 which allowed  management to
reduce the amounts of discounts given to its dealers.


                                       18
<PAGE>

         Selling expenses
                                             Twelve Months
                                           Ended December 31,
                                             Percent Change
                                       --------------------------
                                          2003              2002
                                          ----              ----
         Selling expenses............    12,482   (13.9)%  14,492
         as a percent of net sales...     3.7%              4.8%

     Selling  expenses  totaled  $12.5  million  or 3.7% of net  sales  for 2003
compared to $14.5 million or 4.8% of net sales for 2002. Additionally,  for 2003
selling  expenses,  as a percentage of net sales  declined by 13.9%  compared to
2002.  Sales costs have  decreased  due to concerted  efforts by  management  to
reduce advertising, giveaways and sales commissions.

  General and administrative expenses
                                             Twelve Months
                                           Ended December 31,
                                             Percent Change
                                       --------------------------
                                          2003              2002
                                          ----              ----
  General and administrative expenses...  7,801   (4.6)%    8,176
  as a percent of net sales.............   2.3%              2.7%

     General and  administrative  expenses  totaling  $7.8  million  during 2003
declined by 4.6%  compared to $8.2 million  during 2002.  As a percentage of net
sales,  general and administrative  expenses decreased in 2003 to 2.3% from 2.7%
in 2002 as a result of improved  sales during 2003. In addition,  2002 reflected
the $0.6 million  impact of an employment  related legal  settlement  reached in
that year,  which settlement was the primary reason for the reduction in general
and administrative expenses from 2002 to 2003.

         Impairment of goodwill
                                             Twelve Months
                                           Ended December 31,
                                             Percent Change
                                       --------------------------
                                          2003              2002
                                          ----              ----
         Impairment of goodwill......      -     (100.0)%   6,126
         as a percent of net sales...     0.0%               2.0%

     The Company recognized the complete  impairment of goodwill during the year
2002.

         Interest expense
                                             Twelve Months
                                           Ended December 31,
                                             Percent Change
                                       --------------------------
                                          2003              2002
                                          ----              ----
         Interest expense............     399     11.8%     357
         as a percent of net sales...     0.1%              0.1%

     Interest  expense for 2003 totaling $0.4 million was flat compared to 2002.
As a percentage of net sales,  interest expense for 2003 remained  un-changed at
0.1% compared to 2002. Interest expense represents the interest and fees paid on
the Company's credit facility.

                                       19

<PAGE>

         Other income
                                             Twelve Months
                                           Ended December 31,
                                             Percent Change
                                       --------------------------
                                          2003              2002
                                          ----              ----
         Other income................      (7)    (98.5)%   (472)
         as a percent of net sales...     (0.0)%            (0.2)%

     Other income in 2003 is mainly  comprised of interest income earned on cash
in the Company's  general bank account.  As a percentage of net sales the amount
is not material. Other income during 2002 is primarily the result of the sale of
the Company's airplane.

         Benefit for income taxes
                                             Twelve Months
                                           Ended December 31,
                                             Percent Change
                                       --------------------------
                                          2003              2002
                                          ----              ----
         Benefit for income taxes....    (4,910)   (48.3)% (9,489)
         as a percent of net sales...     (1.4)%            (3.2)%

     The  benefits  for income taxes for the years ended 2003 and 2002 were $4.9
million and $9.5  million,  respectively.  The  benefits  for income  taxes on a
percentage  of sales  basis for the years  ended  2003 and 2002 were  (1.4)% and
(3.2)%  respectively.  The  effective  tax rate for 2003 was  37.0%,  while  the
effective tax rate for 2002, excluding the impairment of goodwill was 38.3%. The
federal rate used to adjust the deferred taxes  decreased by 1% in 2003 compared
to 2002.

Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

Amounts in tables are in thousands, except percentages

         Net sales
                                             Twelve Months
                                           Ended December 31,
                                             Percent Change
                                       --------------------------
                                          2002              2001
                                          ----              ----
         Net sales...................   $300,251   7.2%   $280,015
         as a percent of net sales...     100.0%            100.0%

     Net sales in 2002  increased by $20.2 million to $300.3  million,  or 7.2%,
from $280.0  million in 2001.  NRV's sales of Class A  motorhomes  increased  14
units,  or 0.9%, in 2002 to 1,503 units  compared to 1,489 units in 2001,  while
the average sales price increased 14.8%. CCI's unit sales decreased 52 units, or
11.1%,  in 2002 to 416 units  compared  to 468 units in 2001,  while the average
price of these units increased  17.1%.  Sales of travel  trailers  increased 209
units, or 14.9%,  in 2002 to 1,609 units compared to 1,400 units in 2001,  while
the average sales price of these travel trailers decreased 9.3%.


                                       20

<PAGE>

         Gross profit margin
                                             Twelve Months
                                           Ended December 31,
                                             Percent Change
                                       --------------------------
                                          2002              2001
                                          ----              ----
         Gross profit margin.........     (0.7)%    N/A     1.6%

     The primary  factors,  that led to a (0.7)% gross profit  margin (or a $2.2
million  gross loss) for 2002  compared to a 1.6% gross profit margin (or a $4.4
million  gross profit) for 2001,  were an increase in the workers'  compensation
reserve,  an increase in the Company's  production costs resulting from the cost
of painting NRV diesel units, and manufacturing inefficiencies.

         Selling expenses
                                             Twelve Months
                                           Ended December 31,
                                             Percent Change
                                       --------------------------
                                          2002             2001
                                          ----             ----
         Selling expenses............     14,492   3.0%    14,068
         as a percent of net sales...      4.8%             5.0%

     Selling  expenses in 2002  increased by $0.4 million to $14.5  million,  or
3.0% from $14.1 million in 2001. As a percentage of net sales,  selling expenses
decreased  to 4.8% in 2002 from 5.0% in 2001 due to higher  sales  over which to
spread the fixed selling expenses.

 General and administrative expenses
                                             Twelve Months
                                           Ended December 31,
                                             Percent Change
                                       --------------------------
                                          2002             2001
                                          ----             ----
 General and administrative expenses..   8,176   (6.7)%   8,765
 as a percent of net sales.............    2.7%             3.1%

     General and  administrative  expenses in 2002  decreased by $0.6 million to
$8.2 million,  or 6.7%, from $8.8 million in 2001. As a percentage of net sales,
general and administrative  expenses decreased to 2.7% in 2002 from 3.1% in 2001
due to cost  reduction  initiatives  and  higher  sales over which to spread the
fixed general and administrative expenses.

         Amortization of intangibles
                                             Twelve Months
                                           Ended December 31,
                                             Percent Change
                                       --------------------------
                                          2002             2001
                                          ----             ----
         Amortization of intangibles.       -    (100.0)%   413
         as a percent of net sales...      0.0%             0.1%

     The Company  amortized $0.4 million per year in intangible  expense,  which
was  eliminated  upon  adoption  of SFAS 142,  "Goodwill  and  Other  Intangible
Assets",  effective  January 1, 2002.  SFAS 142 eliminated the  amortization  of
goodwill.  Instead  goodwill  was required to be reviewed  upon  adoption and at
least annually thereafter.

         Impairment of goodwill
                                             Twelve Months
                                           Ended December 31,
                                             Percent Change
                                       --------------------------
                                          2002             2001
                                          ----             ----
         Impairment of goodwill......     6,126   100.0%     -
         as a percent of net sales...      2.0%             0.0%

     Pursuant  to  SFAS  142,  the  Company  performed  a  goodwill   impairment
assessment  during the third quarter of 2002. As a result of this assessment,  a
non-cash  charge in the  amount of $6.1  million  was  recognized  in 2002 which
eliminated  the  Company's  goodwill  balance as of that date.


                                       21

<PAGE>

         Interest expense
                                             Twelve Months
                                           Ended December 31,
                                             Percent Change
                                       --------------------------
                                          2002             2001
                                          ----             ----
         Interest expense............      357   233.6%     107
         as a percent of net sales...      0.1%             0.0%

     Interest  expense  increased  from $0.1  million in 2001 to $0.4 million in
2002 primarily as a result of the Company becoming a net borrower in 2002 from a
net investor in 2001.

         Other income
                                             Twelve Months
                                           Ended December 31,
                                             Percent Change
                                       --------------------------
                                          2002             2001
                                          ----             ----
         Other income................     (472)  (21.1)%   (598)
         as a percent of net sales...     (0.2)%           (0.2)%

     Other income declined in 2002 by $0.1 million  primarily as a result of the
Company  becoming a net borrower in 2002 from a net investor in 2001,  partially
offset  by the  realization  in 2002 of a $0.3  million  gain on the sale of the
Company's airplane.

         Benefit for income taxes
                                             Twelve Months
                                           Ended December 31,
                                             Percent Change
                                       --------------------------
                                          2002             2001
                                          ----             ----
         Benefit for income taxes....    (9,489)  37.0%   (6,927)
         as a percent of net sales...     (3.2)%           (2.5)%

     Benefit  for  income  taxes  in  2002  was  $9.5  million;  reflecting  tax
recoveries  from the carryback of current year losses,  while benefit for income
taxes in 2001 was $6.9 million,  representing a $2.6 million increase. Excluding
the  impairment  of goodwill,  which is not  deductible  for tax  purposes,  the
effective tax rate in 2002 was 38.3% compared to 38.5% in 2001.

Liquidity and Capital Resources

     The Company's  consolidated financial statements have been presented on the
basis  that  it  will  continue  as  a  going-concern,  which  contemplates  the
realization of assets and the  satisfaction  of liabilities in the normal course
of business. The Company has suffered net losses of $8,340,000,  $21,422,000 and
$11,461,000 for the years ended December 31, 2003, 2002 and 2001,  respectively.
The Company has provided cash from  operations of $7,188,000  and used cash from
operating  activities of $4,444,000 and $12,630,000 for the years ended December
31, 2003, 2002 and 2001, respectively.

     The Company has funded its financial needs primarily through operations and
its existing line of credit. At December 31, 2003, the Company had cash and cash
investments  of  $2,059,000 (excluding  restricted  cash  totaling  $0.3 million
required to secure a letter of credit in  connection  with one of the  Company's
insurance  policies) and working  capital of  $49,669,000.  The Company  remains
dependent  upon its  ability to obtain  outside  financing  either  through  the
issuance of additional shares of its common stock or through borrowings until it
achieves  sustained  profitability  through a combination of increased sales and
improved product margins.

                                       22

<PAGE>

     During 2003,  the Company  financed its  operations  primarily  through its
existing working capital and a $15 million asset-backed revolving line-of-credit
with UPS Capital  Corporation  (UPSC).  On December  31,  2003,  the Company had
working capital of $49.7 million compared to $55.8 million at December 31, 2002.
This decrease of $6.1 million was  primarily due to a $20.9 million  decrease in
inventory  and a $7.0  million  decrease in income taxes  receivable,  partially
offset by a $11.1  million  increase in accounts  receivable,  the $4.9  million
elimination of the line of credit  borrowings,  a $2.0 million  increase in cash
and a $2.0 million  increase in current deferred income taxes. Net cash provided
by operating  activities  was $7.2 million for the year ended December 31, 2003,
compared to cash used in operations of $4.4 million in 2002.

     For the year ended December 31, 2003, net cash used in investing activities
was $1.8 million,  with $1.6 million of capital  expenditures.  Net cash used in
financing  activities  was $3.4  million,  mainly due to the $4.9  million  full
repayment  on the line of credit,  partially  offset by $1.6 million in proceeds
from issuance of common stock through the exercise of stock options.

     As of December 31, 2003, the Company had short-term debt of $19,000.

     In addition,  the Company has an asset-based  revolving  credit facility of
$15 million with UPS Capital  Corporation  (UPSC).  This credit facility expires
August 2005. The Company has reserved $0.3 million from the  line-of-credit  for
one month's rent on the CCI facility.  The remaining $14.7 million was available
for  general  corporate  working  capital  needs and capital  expenditures.  The
Company was able to provide alternative  security, in the form of state workers'
compensation  fund insurance,  for its NRV  self-insured  workers'  compensation
program   starting  in  July  2003.   This   allowed  for  the  removal  of  the
letter-of-credit that secured the self-insured workers' compensation program and
freed  up  $5.3  million  of the  line-of-credit.  Amounts  borrowed  under  the
revolving  credit  facility  bear  interest at the prime rate listed in the Wall
Street Journal plus 0.75 percentage points. The credit facility contains,  among
other provisions, certain financial covenants, including net worth requirements.
At  December  31,  2003,  the  Company  had  no  outstanding   loans  under  the
line-of-credit and the Company was not in default with any covenants of its loan
agreement with UPSC.

     Management  started a number of  initiatives  during  2003 to  improve  its
profitability  and its working capital  position.  The primary issues  addressed
were: i) excess inventories, ii) product development,  iii) improved quality and
iv) improved manufacturing  efficiencies.  The Company took concerted efforts in
2003 to reduce  inventories  and better  manage  production  to avoid  inventory
buildups.  The Company also focused on its product  development  efforts in 2003
which resulted in improved product turn rates and increased retail market share.
The Company was able to reduce  warranty  costs,  by $4.4  million  during 2003.
During each of the last two quarters of 2003, the Company  increased  production
at its Perris,  California facility by approximately 20%. This was achieved with
minimal  increase in  work-in-process  inventory.  At the Junction City,  Oregon
facility,  production increased by approximately 40% in the second half of 2003,
related primarily to the introduction of the Inspire.

     Management  is focused on  continuing  to improve upon certain  initiatives
including:  i) further  reduction  of warranty  costs,  ii)  increased  facility
utilization and iii) a reduction of workers'  compensation  costs at its Perris,
California facility.

     The Company believes the combination of internally generated funds, working
capital,  and  unused  borrowing  availability  will be  sufficient  to meet the
Company's planned capital and operational  requirements for at least the next 12
months.  Should the Company require further  capital  resources  during 2004, it
would most likely address such requirement through a combination of sales of its
products,  sales of equity  securities,  and/or  additional debt financings.  If
circumstances  changed,  and additional  capital was needed, no assurance can be
given  that  the  Company  would  be  able to  obtain  such  additional  capital
resources.

     If  unexpected  events  occur  requiring  the Company to obtain  additional
capital  and it is  unable to do so,  it then  might  attempt  to  preserve  its
available  resources  by  deferring  the  creation  or  satisfaction  of various
commitments,  deferring  the  introduction  of  various  products  or entry into
various markets,  or otherwise scaling back its operations.  If the Company were
unable to raise such  additional  capital or defer  certain  costs as  described
above,  such inability  would have an adverse effect on the financial  position,
results of operations, cash flows and prospects of the Company.

                                       23

<PAGE>

     The following is a schedule as of December 31, 2003 of the Company's  known
contractual obligations for the periods presented below.

(in thousands)
                                        Less than     1 - 3     4 - 5    After
Contractual Obligations         Total     1 Year      Years     Years   5 Years
-----------------------        -------------------------------------------------
Debt...........................$    19  $    19    $     -    $    -    $     -
Operating Leases...............  2,799    1,474      1,307        18          -
Letter of Credit (Wells Fargo).    250      250          -         -          -
                               -------------------------------------------------
                               $ 3,068  $ 1,743    $ 1,307    $   18    $     -
                               =================================================

     As further discussed in Note 10 to the accompanying  consolidated financial
statements, the Company generally agrees with its dealers' lenders to repurchase
any unsold  RVs in the event of various  circumstances.  The  Company's  maximum
potential  exposure under these agreements  approximated $93 million at December
31, 2003.

Effects of Inflation

     Management does not believe that inflation has had a significant  impact on
the Company's results of operations for the periods presented.

Recent Accounting Pronouncements

     In December 2003 the SEC issued Staff  Accounting  Bulletin  (SAB) No. 104,
Revenue Recognition.  SAB 104 codifies, revises and rescinds certain sections of
SAB No. 101 in order to make this interpretive  guidance consistent with current
authoritative accounting and auditing guidance and SEC regulations. Accordingly,
there is no impact to the Company's results of operations, financial position or
cash flows as a result of the issuance of SAB No. 104.

Factors that May Affect Future Operating Results

     Potential Fluctuations in Operating Results. The Company's net sales, gross
margin and operating results may fluctuate  significantly  from period to period
due to  factors  such as the mix of  products  sold,  the  level of  discounting
employed  on  the  Company's   products,   the  ability  to  utilize  or  expand
manufacturing  resources efficiently,  material shortages,  the introduction and
consumer acceptance of new models offered by the Company, competition,  warranty
expense, the addition or loss of dealers, the timing of trade shows and rallies,
and factors  affecting the  recreational  vehicle  industry as a whole,  such as
cyclicality and  seasonality.  In addition,  the Company's  overall gross margin
will be impacted by shifts in the Company's product.  Due to the relatively high
selling prices of many of the Company's  motorhome  models (in  particular,  its
Highline Class A motor coaches),  a relatively  small variation in the number of
recreational vehicles sold in any quarter can have a significant effect on sales
and operating results for that quarter.

     Continuation  of  Losses.  The  Company  has had net losses  totaling  $8.3
million and $21.4  million  for 2003 and 2002,  respectively.  Continued  losses
could  reduce  the  Company's  liquidity  and cause the  Company  to reduce  its
expenditures on capital improvements,  machinery and equipment, and research and
development.  This  could  have a negative  effect on the  Company's  ability to
maintain production schedules, manufacture products of high quality, and develop
and manufacture new products that will achieve market acceptance.  This could in
turn, have a negative impact on the Company's sales and earnings. If the Company
continues  to suffer  losses,  the  Company  could be unable  to  implement  its
business  and  financial  strategies  or meet  its  obligations  when  due.  The
Company's losses in 2002 and 2003 were mainly caused by (i) excess manufacturing
capacity and related fixed costs caused by continued low production levels, (ii)
continued  significant  discounting  to wholesale  distributors  in 2002 and the
first half of 2003,  (iii) the  recognition  of the complete  impairment  of the
Company's  goodwill in 2002, (iv) high warranty costs in 2002 and (v) a workers'
compensation  reserve increase in 2002 and continued high workers'  compensation
costs in 2003.  In spite of a profitable  fourth  quarter in 2003,  there are no
assurances  that the  conditions  that have resulted in the Company's  losses in
2003 and 2002 will not continue through 2004 and beyond.

                                       24

<PAGE>

     Cyclicality,  Seasonality and Economic Conditions. The RV industry has been
characterized by cycles of growth and contraction in consumer demand, reflecting
prevailing economic conditions,  which affect disposable income for leisure-time
activities.  Concerns about the availability and price of gasoline, decreases in
consumer  confidence,  increases in interest  rates and  reductions in available
financing  have had, and may in the future have, an adverse  impact on RV sales.
Seasonal factors,  over which the Company has no control, also have an effect on
the demand for the Company's  products.  Demand in the RV industry declines over
the winter  season,  while  sales are  generally  highest  during the spring and
summer months.

     Dependence  on  Certain  Dealers  and  Concentration  of Dealers in Certain
Regions.  For the year ended December 31, 2003, three dealers accounted for 17%,
11%,  and 10%  respectively,  of the  Company's  annual  net  sales.  Also,  the
Company's top ten dealers  accounted for  approximately  66%, 59% and 53% of the
Company's  annual net sales during the years ended  December 31, 2003,  2002 and
2001,  respectively.  The loss by the  Company  of one or more of these  dealers
could have a material  adverse effect on the Company's  financial  condition and
results of operations. In addition, a significant portion of the Company's sales
is from  dealers  located in states in the  western  part of the United  States.
Consequently, a general downturn in economic conditions or other material events
in such region could materially adversely affect the Company's sales.

     Dependence on Chassis  Suppliers.  One of the principal  components used in
the manufacture of motorhomes is the chassis,  which includes the engine,  drive
train  and other  operating  components.  Although  Country  Coach  manufactures
chassis used in its products,  the Company obtains the required  chassis for its
NRV Class A motorhomes from a limited number of manufacturers. As is standard in
the industry,  arrangements  with such suppliers  permit them to terminate their
relationship  with the  Company  at any time.  Lead  times for the  delivery  of
chassis  frequently  exceed  five weeks and the RV  industry as a whole has from
time to time experienced  temporary shortages of chassis.  The Company's outside
chassis suppliers accounted for approximately 50% of the total chassis purchased
or  manufactured  during  2003.  If any  of  the  Company's  suppliers  were  to
discontinue  the  manufacture  of  chassis   utilized  by  the  Company  in  the
manufacture of its Class A motorhomes,  materially reduce their  availability to
the RV  industry  in general or limit or  terminate  their  availability  to the
Company in particular, the business and financial condition of the Company could
be materially and adversely affected.

     Potential Liabilities Under Repurchase  Agreements.  As is customary in the
industry,  the Company  generally agrees with its dealers' lenders to repurchase
any unsold RVs in the event of various  circumstances.  Although  the  Company's
maximum  potential  exposure under these agreements  approximated $93 million at
December 31, 2003, as with accounts receivable, the risk of loss was spread over
numerous  dealers and lenders and was further reduced by the resale value of the
RVs which the  Company  would be  required  to  repurchase.  Losses  under these
agreements  have not been material in the past and  management  does not believe
that any future losses under such agreements will have a material adverse effect
on the Company's consolidated financial position or results of operations.

     Competition.  The Company  competes  with numerous  manufacturers,  many of
which  have  multiple   product  lines  of  RVs,   which  are  larger  and  have
substantially greater financial and other resources than the Company.  According
to Statistical  Surveys,  Inc., the three largest  motorhome  manufacturers  had
sales aggregating 55.7% of industry-wide retail unit sales of Class A motorhomes
for the year ended  December  31, 2003.  In addition,  sales of used RVs provide
competition to RV manufacturers.

     Government  Regulation.  The Company is subject to federal, state and local
regulations governing the manufacture and sale of their products,  including the
provisions  of the  National  Traffic and Motor  Vehicle  Safety Act (the "Motor
Vehicle  Act"),  the  Transportation  Recall  Enhancement,   Accountability  and
Documentation  Act  (the  "TREAD"  Act) and the  Federal  Motor  Vehicle  Safety
Standards  ("FMVSS").  Certain  states  require  approval  of coach  designs and
provide  certification  tags proving  compliance before coaches can be sold into
that state. The Motor Vehicle Act authorizes the National Highway Traffic Safety
Administration ("NHTSA") to require a manufacturer to recall and repair vehicles
that contain safety defects or fail to comply with the FMVSS.  In addition,  the
Company  has,  from  time to  time,  instituted  voluntary  recalls  of  certain
motorhome and towable units. Future recalls of the Company's  products,  if any,
could have a material adverse effect on the Company. The Company is also subject
to some federal and state consumer protection and unfair trade practice laws and
regulations  relating  to  the  sale,  transportation  and  marketing  of  motor
vehicles, including so-called "Lemon Laws."

                                       25

<PAGE>

     Federal and state laws and regulations  also impose upon vehicle  operators
various  restrictions  on the  weight,  length  and  width  of  motor  vehicles,
including trucks and motorhomes,  that may be operated in certain  jurisdictions
or on certain  roadways.  As a result of these  restrictions,  certain models of
motorhomes  manufactured  by the Company's  Country Coach  subsidiary may not be
legally  operated  in  certain  jurisdictions  or on certain  roadways.  Certain
jurisdictions also prohibit the sale of vehicles exceeding length  restrictions.
Enforcement  of these  laws and  related  customer  complaints  to date has been
limited.  The  Company  is  unable  to  predict  reliably  the  extent of future
enforcement of these laws, the extent future  enforcement might lead to customer
complaints,  or the extent to which  Country  Coach may choose or be required to
provide some customer remedy, such as repurchasing or exchanging motorhomes,  as
a  result  of such  complaints.  If  current  enforcement  efforts  and  related
complaints were to increase significantly from their current levels, the cost of
resolving  such  complaints,  particularly  should the  resolution of complaints
require repurchasing,  refurbishing,  and reselling of motorhomes,  could have a
material adverse financial effect on the Company.

     Amendments  and  changes  in  enforcement  with  respect  to these laws and
regulations  and  the   implementation   of  new  laws  and  regulations   could
significantly  increase  the costs of  manufacturing,  purchasing,  operating or
selling the Company's  products and could have a material  adverse effect on the
Company's business,  results of operations and financial condition.  The failure
of the Company to comply with these present or future laws or regulations  could
result in fines  imposed  on the  Company,  civil  and  criminal  liability,  or
suspension of operations,  any of which could have a material adverse  financial
effect on the Company.

     The Company's manufacturing  operations are subject to a variety of federal
and state environmental  regulations relating to the use,  generation,  storage,
treatment,  emissions,  and disposal of hazardous materials and wastes and noise
pollution.  Such laws and  regulations  are becoming more  stringent,  and it is
likely that future  amendments to these  environmental  statutes and  additional
regulations  promulgated  thereunder  will be  applicable  to the  Company,  its
manufacturing  operations  and its  products in the  future.  The failure of the
Company to comply with present or future regulations could result in fines being
imposed on the Company, civil and criminal liability,  suspension of operations,
alterations  to  the   manufacturing   process  or  costly  cleanup  or  capital
expenditures.

     Warranty Claims.  The Company is subject to warranty claims in the ordinary
course of its business. Although the Company maintains reserves for such claims,
which to date  have  been  adequate,  there can be no  assurance  that  warranty
expense levels will remain at current levels or that such reserves will continue
to be  adequate.  A large  number of warranty  claims  exceeding  the  Company's
current  warranty  expense  levels could have a material  adverse  effect on the
Company's results of operations and financial condition.

     Product Liability.  The Company maintains product liability  insurance with
coverage in amounts  which  management  believes  is  reasonable.  To date,  the
Company has been successful in obtaining  product  liability  insurance on terms
the Company considers  acceptable.  Given the nature of the Company's  business,
product liability in excess of the Company's  insurance  coverage,  if incurred,
could have a material adverse financial effect on the Company.

     Antitakeover Provisions. Certain provisions of the Company's Certificate of
Incorporation,  as well as Delaware corporate law and the Company's  Stockholder
Rights Plan (the "Rights Plan"), may be deemed to have anti-takeover effects and
may delay, defer or prevent a takeover attempt that a stockholder might consider
in its best  interest.  Such  provisions  also may adversely  affect  prevailing
market  prices  for the  Common  Stock.  Certain  of such  provisions  allow the
Company's Board of Directors to issue, without additional  stockholder approval,
preferred  stock having rights senior to those of the Common Stock. In addition,
the  Company is subject to the  anti-takeover  provisions  of Section 203 of the
Delaware General Corporation Law, which prohibits the Company from engaging in a
"business  combination"  with an "interested  stockholder" for a period of three
years after the date of the transaction in which the person became an interested
stockholder, unless the business combination is approved in a prescribed manner.
In August 1996, the Company  adopted the Rights Plan,  pursuant to which holders
of the Common Stock  received a  distribution  of rights to purchase  additional
shares of Common Stock,  which rights become  exercisable upon the occurrence of
certain events.

                                       26

<PAGE>

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

     The Company has no significant financial  instruments.  The Company has not
entered into any derivative financial instruments. The Company does not have any
significant  foreign currency  exposure because it does not transact business in
foreign currencies.  However,  the Company is exposed to market risk as a result
of interest  rate  changes  (Interest  Rate Risk).  Interest  rate risk  relates
primarily to cash investments in money market funds.  Cash balances  invested in
these funds are insignificant and consequently, interest rate risk is minimal.

Item 8.  Financial Statements and Supplementary Data

     The  information  required  by this  item  is  contained  in the  financial
statements  listed in Item  15(a)  under  the  caption  "Consolidated  Financial
Statements."

Item  9.  Changes  in and  Disagreements  With  Accountants  on  Accounting  and
Financial Disclosure

     There  have  been  no  changes  in or  disagreements  with  accountants  on
accounting or financial disclosure matters.

Item 9A. Controls and Procedures

     The Company maintains  disclosure controls and procedures that are designed
to ensure that  information  required to be disclosed in the  Company's  reports
under the  Securities  Exchange  Act of 1934 (the  "Exchange  Act") is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
SEC's rules and forms, and that such information is accumulated and communicated
to the Company's  management,  including its Chief  Executive  Officer and Chief
Financial Officer, as appropriate,  to allow timely decisions regarding required
disclosure  based  closely  on  the  definition  of  "disclosure   controls  and
procedures"  in Exchange Act Rule  13a-15(e)  and  15d-15(e).  In designing  and
evaluating the disclosure  controls and procedures,  management  recognized that
any controls and  procedures,  no matter how well  designed  and  operated,  can
provide only reasonable assurance of achieving the desired control objectives.

     As of the end of the  fiscal  year  covered  by this  Report,  the  Company
carried out an evaluation,  under the supervision and with the  participation of
the Company's  management,  including the Company's Chief Executive  Officer and
the Company's Chief Financial  Officer,  of the  effectiveness of the design and
operation of the  Company's  disclosure  controls and  procedures.

     As  discussed  in the  Company's  press  release  dated  February  17, 2004
announcing  financial results for the fourth quarter and year ended December 31,
2003 and  furnished  in the  Company's  Form 8-K of the same date,  the  Company
announced that it restated its financial statements for the first three quarters
of 2003. No other prior periods were affected. The restatements resulted from an
analysis of the  book-to-physical  adjustment  which led  management to conclude
that the standard costs used  throughout  the year at the NRV division  excluded
certain required costs.  Based on the aforementioned  analysis,  the Company has
determined that costs of goods sold, gross profit (loss), tax benefit,  net loss
and inventory,  as previously reported in the Company's financial statements for
the first three quarters of 2003,  required  restatement.  The Company  believes
that a material  weakness existed with respect to their standard  inventory cost
procedures  which was not  identified  until the fourth  quarter  of 2003.  As a
result,  the Company has  implemented  a number of policies  and  procedures  to
stregthen  controls  surrounding  the standard  costing  system  procedures  and
perpetual inventory system, and include, among other things, a physical count of
inventory each quarter.

     There  have been no other  significant  changes in the  Company's  internal
controls  over  financial  reporting  as of the date of this  report  that  have
materially  affected,  or  are  reasonably  likely  to  materially  affect,  the
Company's internal controls over financial reporting.


                                       27

<PAGE>
                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

     The  information  required for this Item will be set forth in the Company's
definitive  Proxy  Statement for its 2004 Annual Meeting of  Stockholders  to be
filed with the Securities and Exchange  Commission not later than 120 days after
December 31, 2003, which information is incorporated herein by reference.

     The Company has adopted a written  code of conduct and ethics (the  "Code")
which is applicable to all of the Company's  officers,  directors and employees,
including the Company's  Chief  Executive  Officer and Chief  Financial  Officer
(collectively,  the  "Senior  Officers").  In  accordance  with  the  rules  and
regulations of the  Securities and Exchange  Commission and the rules of the New
York Stock Exchange, a copy of the Code has been posted on the Company's website
at  http://www.nrvh.com.  The  Company  intends to  disclose  any  changes in or
waivers  from the Code  applicable  to any Senior  Officers on its website or by
filing a Form 8-K.

Item 11.  Executive Compensation

     The  information  required for this Item will be set forth in the Company's
definitive  Proxy  Statement for its 2004 Annual Meeting of  Stockholders  to be
filed with the Securities and Exchange  Commission not later than 120 days after
December 31, 2003, which information is incorporated herein by reference.

Item 12.  Security  Ownership of Certain  Beneficial  Owners and  Management and
Related Stockholder Matters

     The  information  required for this Item will be set forth in the Company's
definitive  Proxy  Statement for its 2004 Annual Meeting of  Stockholders  to be
filed with the Securities and Exchange  Commission not later than 120 days after
December 31, 2003, which information is incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions

     The  information  required for this Item will be set forth in the Company's
definitive  Proxy  Statement for its 2004 Annual Meeting of  Stockholders  to be
filed with the Securities and Exchange  Commission not later than 120 days after
December 31, 2003, which information is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services

     The  information  required for this Item will be set forth in the Company's
definitive  Proxy  Statement for its 2004 Annual Meeting of  Stockholders  to be
filed with the Securities and Exchange  Commission not later than 120 days after
December 31, 2003, which information is incorporated herein by reference.

                                       28

<PAGE>

                                     PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) List of Documents filed as part of this Report

1. Consolidated financial statements:
    REPORT OF INDEPENDENT AUDITORS............................................31
    CONSOLIDATED BALANCE SHEETS...............................................32
    CONSOLIDATED STATEMENTS OF OPERATIONS.....................................33
    CONSOLIDATED STATEMENTS OF CASH FLOWS.....................................34
    CONSOLIDATED STATEMENTS SHAREHOLDERS' EQUITY..............................35
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS................................36

2. Financial statement schedule

    SCHEDULE II - CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS..............48

          All other schedules are omitted because they are not applicable or the
     required information is shown in the financial statements or notes thereto.

3.  Exhibits and Exhibit Descriptions
      3.1  The Company's Restated Certificate of Incorporation. (2)
      3.2  The Company's By-laws. (2)
      4.1  Specimen-Certificate of Common Stock. (1)
     10.1  1993 Stock Option Plan. (1)
     10.2  1993 Stock Option Plan. (2)
     10.3  1995 Stock Option Plan. (3)
     10.4  Rights Plan Agreement with Continental Stock Transfer & Trust
           Company. (4)
     10.5  1996 Stock Option Plan. (5)
     10.6  1997 Stock Option Plan. (6)
     10.7  1999 Stock Option Plan. (7).
     10.8  Loan and Security Agreement dated as of August 28, 2002 between the
           Company,  NRV,  CCI and UPS Capital  Corporation,  as lender. (8)
     21.1  List of Subsidiaries. (6)

     23.1  Consent of Independent Accountants
     31.1  Certification of Principal Executive Officer
     31.2  Certification of Principal Financial Officer
     32.1  Certifications Pursuant to 18 U.S.C. Section 1350, As Adopted
           Pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002.
     ---------------
     (1)   Previously filed as an exhibit to the Company's Registration
           Statement on Form S-1 filed on August 16, 1993 (File No. 33-67414)as
           amended by Amendment No. 1 thereto filed on September 22, 1993 and
           Amendment No. 2 thereto filed on September 29, 1993.
     (2)   Previously filed as an exhibit to the Company's Registration
           Statement on Form S-1 filed on December 15, 1993 (File No. 33-72954).
     (3)   Previously  filed as an exhibit to the  Company's  Form 10-K for the
           seven months  ended  December 31, 1995 filed on March 27, 1996.
     (4)   Incorporated by reference from Form 8-A declared effective on
           August 26, 1996.
     (5)   Incorporated by reference from the Company's Form 10-K for the year
           ended December 31, 1996.
     (6)   Incorporated by reference from the Company's Form 10-K for the year
           ended December 31, 1997.
     (7)   Incorporated by reference from the Company's Form 10-K for the year
           ended December 31, 2001.
     (8)   Incorporated by reference from the Company's Form 8-K dated
           August 29, 2002.

  (b) Reports on Form 8-K:

          1.   On October 6, 2003, the Company filed a Form 8-K dated October 6,
               2003,  announcing the promotion of Jay Howard to President of the
               Company's CCI subsidiary.

          2.   On October 29, 2003,  the Company  filed a Form 8-K dated October
               29, 2003,  announcing the Company's results of operations for the
               fiscal quarter ended September 30, 2003.


                                       29

<PAGE>

SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                   NATIONAL R.V. HOLDINGS, INC.

Dated: March 29, 2004              By /s/ Mark D. Andersen
                                      --------------------------------
                                      Mark D. Andersen,
                                      Chief Financial Officer
                                      (Principal Accounting and Finance Officer)


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

Signature                      Capacity in Which Signed            Date

/s/ Doy B. Henley              Chairman of the Board
------------------------------
     Doy B. Henley                                             March 29, 2004

/s/ Bradley C. Albrechtsen     Chief Executive Officer and President
------------------------------ (Principal Executive Officer)
     Bradley C. Albrechtsen                                    March 29, 2004


/s/ Mark D. Andersen           Chief Financial Officer
------------------------------ (Principal Accounting and Financial Officer)
     Mark D. Andersen                                          March 29, 2004


/s/ Stephen M. Davis           Director and Secretary
------------------------------
     Stephen M. Davis                                          March 29, 2004


/s/ Robert B. Lee              Director
------------------------------
     Robert B. Lee                                             March 29, 2004

/s/ Greg McCaffery             Director
------------------------------                                 March 29, 2004
     Greg McCaffery

/s/ James B. Roszak            Director
------------------------------                                 March 29, 2004
     James B. Roszak



                                       30

<PAGE>

REPORT OF INDEPENDENT AUDITORS


To the Board of Directors
and Shareholders of
National R.V. Holdings, Inc.

     In our opinion,  the consolidated  financial statements listed in the index
appearing under Item 15(a)(1)  present  fairly,  in all material  respects,  the
financial  position of National  R.V.  Holdings,  Inc. and its  subsidiaries  at
December 31, 2003 and 2002,  and the results of their  operations and their cash
flows for each of the three years in the period  ended  December  31,  2003,  in
conformity with accounting principles generally accepted in the United States of
America. In addition, in our opinion, the financial statement schedule listed in
the index  appearing  under  Item  15(a)(2)  presents  fairly,  in all  material
respects,  the information  set forth therein when read in conjunction  with the
related  consolidated  financial  statements.  These  financial  statements  and
financial statement schedule are the responsibility of the Company's management;
our  responsibility  is to express an opinion on these financial  statements and
financial  statement  schedule  based on our audits.  We conducted our audits of
these statements in accordance with auditing standards generally accepted in the
United  States of America,  which  require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

     As  discussed  in  Note 5 to the  consolidated  financial  statements,  the
Company adopted Statement of Financial  Accounting  Standards No.142,  "Goodwill
and Other  Intangible  Assets," on January 1, 2002 and as a result,  changed its
method of accounting for goodwill.


/s/ PricewaterhouseCoopers LLP



Orange County, California
March 23, 2004

                                       31

<PAGE>

NATIONAL R.V. HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

                                                            December 31,
                                                        2003            2002
                                                 -------------------------------
                             ASSETS
Current assets:
    Cash and cash equivalents...................    $    2,059        $    14
    Restricted cash.............................           250              -
     Receivables, less allowance for doubtful
     accounts ($132 and $276, respectively).....        20,978          9,829
    Inventories.................................        51,659         72,532
    Deferred income taxes.......................         7,955          6,005
    Income taxes receivable.....................             -          7,015
    Prepaid expenses............................         1,658          2,134
                                                 -------------------------------
      Total current assets......................        84,559         97,529
Property, plant and equipment, net..............        40,833         43,230
Long-term deferred income taxes.................         3,805            367
Other...........................................         1,252          1,013
                                                 -------------------------------
                                                     $ 130,449      $ 142,139
                                                 ===============================

              LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Line of credit..............................     $      -       $   4,943
    Book overdraft..............................            -             943
    Current portion of long-term debt...........           19              22
    Accounts payable............................       14,101          13,483
    Accrued expenses............................       20,770          22,291
                                                 -------------------------------
      Total current liabilities.................       34,890          41,682
Long-term accrued expenses......................        7,569           6,273
Long-term debt..................................            -              19
                                                 -------------------------------
Total liabilities...............................       42,459          47,974
                                                 -------------------------------
Commitments and contingencies
Stockholders' equity:
  Preferred Stock, $.01 par value, 5,000 shares
   authorized, 4,000 issued and outstanding.....            -               -
  Common Stock, $.01 par value, 25,000,000
   shares authorized, 10,190,230 and 9,832,161
   issued and outstanding, respectively.........          102              98
    Additional paid-in capital..................       36,463          34,302
    Retained earnings...........................       51,425          59,765
                                                 -------------------------------
      Total stockholders' equity................       87,990          94,165
                                                 -------------------------------
                                                    $ 130,449       $ 142,139
                                                 ===============================


                 See Notes to Consolidated Financial Statements.

                                       32

<PAGE>

NATIONAL R.V. HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

                                                  Year Ended December 31,
                                        ----------------------------------------
                                           2003          2002           2001
                                        ----------    ----------     ----------
Net sales.............................. $ 341,972     $ 300,251      $ 280,015
Cost of goods sold.....................   334,547       302,483        275,648
                                        ----------    ----------     ----------
    Gross profit (loss)................     7,425        (2,232)         4,367
                                        ----------    ----------     ----------
Selling expenses.......................    12,482        14,492         14,068
General and administrative expenses....     7,801         8,176          8,765
Amortization of intangibles............         -             -            413
Impairment of goodwill.................         -         6,126              -
                                        ----------    ----------     ----------
    Total operating expenses...........    20,283        28,794         23,246
                                        ----------    ----------     ----------
    Operating loss.....................   (12,858)      (31,026)       (18,879)
Interest expense.......................       399           357            107
Other income...........................        (7)         (472)          (598)
                                        ----------    ----------     ----------
    Loss before income taxes...........   (13,250)      (30,911)       (18,388)
Benefit for income taxes...............    (4,910)       (9,489)        (6,927)
                                        ----------    ----------     ----------
      Net loss......................... $  (8,340)    $ (21,422)     $ (11,461)
                                        ==========    ==========     ==========
Loss per common share:
Basic:
      Net loss......................... $   (0.84)    $   (2.19)     $   (1.18)
                                        ==========    ==========     ==========
      Weighted average number of shares.    9,900         9,788          9,683
Diluted:
      Net loss......................... $   (0.84)    $   (2.19)     $   (1.18)
                                        ==========    ==========     ==========
      Weighted average number of shares.    9,900         9,788          9,683
                                        ==========    ==========     ==========




                 See Notes to Consolidated Financial Statements.

                                       33

<PAGE>

NATIONAL R.V. HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)
                                                            Year Ended
                                                            December 31,
                                                 -------------------------------
                                                   2003       2002        2001
                                                 -------------------------------

Cash flows from operating activities:
  Net loss...................................... $ (8,340) $ (21,422) $ (11,461)
  Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities:
    Depreciation................................    3,952      3,936      3,889
    Amortization of intangibles.................        -          -        413
    Impairment of goodwill......................        -      6,126          -
    Gain on asset disposal......................       (1)      (355)       (71)
    Tax benefit related to exercise of
     stock options..............................      550        105         73
  Changes in assets and liabilities:
      Increase in restricted cash...............     (250)         -          -
      (Increase) decrease in trade receivables..  (11,149)     6,549     (1,269)
      Decrease (increase) in inventories........   20,873     12,853    (21,746)
      Decrease (increase) in income taxes
       receivable...............................    7,015       (327)    (4,724)
      Decrease (increase) in prepaid expenses...      476       (487)       453
      (Decrease) increase in book overdraft.....     (943)       335        608
      Increase (decrease) in accounts payable...      618    (15,997)    16,930
      (Decrease) increase in accrued expenses...     (225)     6,814      4,839
      Increase in deferred income taxes.........   (5,388)    (2,574)      (564)
                                                 --------- ---------- ----------
     Net cash provided by (used in) operating
      activities................................    7,188     (4,444)   (12,630)
                                                 --------- ---------- ----------
Cash flows from investing activities:
  (Increase) decrease in other assets...........     (239)        (1)        84
  Proceeds from sale of assets..................       14      2,859          -
  Capital expenditures..........................   (1,568)    (4,414)    (4,615)
                                                 --------- ---------- ----------
     Net cash (used in) investing activities....   (1,793)    (1,556)    (4,531)
                                                 --------- ---------- ----------
Cash flows from financing activities:
  Net (payments on) advances under line of
   credit.......................................   (4,943)     4,943          -
  Principal payments on long-term debt..........      (22)       (21)       (21)
  Proceeds from issuance of common stock........    1,615      1,070        508
                                                 --------- ---------- ----------
     Net cash (used in) provided by financing
      activities................................   (3,350)     5,992        487
                                                 --------- ---------- ----------
  Net increase (decrease) in cash...............    2,045         (8)   (16,674)
  Cash, beginning of year.......................       14         22     16,696
                                                 --------- ---------- ----------
  Cash, end of year............................ $  2,059  $      14  $      22
                                                 ========= ========== ==========


     The Company  follows the indirect  method of reporting  net cash flows from
operating  activities.  The Company paid interest of $0.4 million,  $0.4 million
and $0.1  million  and the  Company  paid  income  taxes of $0.1  million,  $0.1
million, and $1.5 million in 2003, 2002, and 2001, respectively.

                 See Notes to Consolidated Financial Statements.

                                       34

<PAGE>

NATIONAL R.V. HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in thousands)

<TABLE>
<CAPTION>


                           Preferred      Common Stock        Paid-In      Retained       Treasury Stock
                                       ---------------------                           -----------------------
                              Stock      Shares    Amount      Capital      Earnings     Shares     Amount         Total
                           ----------- --------------------- ------------              ----------------------- --------------
                           ----------- --------------------- ------------ ------------ ----------------------- --------------
<S>                        <C>         <C>                  <C>          <C>          <C>         <C>         <C>

Balance, Dec. 31, 2000       $            10,596   $    106    $  47,800     $ 92,648      (933)      $(15,261)   $ 125,293

    Common stock issued
     under option plans                       55          1          507                                                508
    Cancellation of
     treasury stock                         (933)        (9)     (15,252)                   933         15,261
    Tax benefit related
     to exercise of
     stock options                                                    73                                                 73
    Net loss                                                                  (11,461)                              (11,461)
                           ----------- --------------------- ------------ ------------ ----------------------- --------------

 Balance, Dec. 31, 2001                    9,718         97       33,128       81,187                               114,412
    Common stock issued
     under option plans                      114          1        1,069                                              1,070
    Tax benefit related
     to exercise of
     stock options                                                   105                                                105
    Net loss                                                                  (21,422)                              (21,422)
                           ----------- --------------------- ------------ ------------ ----------------------- --------------
Balance, Dec. 31, 2002                     9,832         98       34,302       59,765                                94,165
    Common stock issued
     under option plans                      358          4        1,611                                             1,615
    Tax benefit related
     to exercise of
     stock options                                                   550                                               550
    Net loss                                                                   (8,340)                               (8,340)
                           ----------- --------------------- ------------ ------------ ----------------------- --------------
 Balance, Dec. 31, 2003       $           10,190   $    102    $  36,463     $ 51,425                 $           $  87,990
                           =========== ===================== ============ ============ ======================= ==============



</TABLE>

                 See Notes to Consolidated Financial Statements.

                                       35

<PAGE>

NATIONAL R.V. HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  Description of Business

     National R.V. Holdings, Inc. (the Company) operates in one business segment
that designs,  manufactures, and markets recreational vehicles (RVs) through its
wholly-owned  subsidiaries,  National R.V.,  Inc. (NRV) and Country Coach,  Inc.
(CCI).  The RVs are  marketed  primarily  in the United  States by NRV under the
Dolphin, Islander, Sea Breeze, Tradewinds, Tropi-Cal, Blaze'n, Rage'n and Splash
brand names and by CCI under brand names including  Affinity,  Allure,  Inspire,
Intrigue, Lexa, Magna and Prevost by Country Coach.


2.  Summary of Significant Accounting Policies

BASIS OF PRESENTATION

     The consolidated  financial  statements of the Company include the accounts
of National R.V.  Holdings,  Inc.,  NRV, and CCI. All  significant  intercompany
transactions have been eliminated in consolidation.

USE OF ESTIMATES

     The  preparation  of financial  statements  in accordance  with  accounting
principles  generally accepted in the United States requires  management to make
estimates and  assumptions  that affect the reported  amounts and disclosures in
the financial  statements.  Due to the inherent  uncertainty  involved in making
estimates, actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

     Cash  and  cash  equivalents  include  deposits  in  banks  and  short-term
investments  with original  maturities of three months or less.  Restricted cash
consists of a deposit  required to secure a letter of credit in connection  with
one of the Company's insurane policies.  The Company expects the deposit will no
longer be required in 2005.  Accordingly,  this  amount has been  classified  as
current.

FAIR VALUE OF FINANCIAL INSTRUMENTS

     The  Company's  financial  instruments  consist  primarily of cash and cash
equivalents,  receivables,  accounts payable, and accrued expenses. The carrying
amounts of cash and cash equivalents,  receivables, accounts payable and accrued
expenses  approximate their respective fair values due to their relatively short
maturities.  The Company also had an outstanding  letter of credit in the amount
of $0.3 million which secures one of the Company's surety bonds.

INVENTORIES

     Inventory  is valued at the lower of cost  (estimated  using the  first-in,
first-out  method) or market.  The Company  periodically  evaluates the carrying
value of inventories  and maintains an allowance for excess and  obsolescence to
adjust  the  carrying  value as  necessary  to the lower of cost or market or to
amounts on hand to meet expected demand in the near term.

PROPERTY, PLANT AND EQUIPMENT

     Property,  plant  and  equipment  are  stated  at  cost,  less  accumulated
depreciation.  Major renewals and improvements  are  capitalized,  while routine
maintenance and repairs are expensed as incurred.  The Company also  capitalizes
computer  software costs that meet both the definition of internal-use  software
and defined criteria for capitalization in accordance with Statement of Position
No. 98-1,  "Accounting for the Cost of Computer  Software  Developed or Obtained
for Internal Use." At the time properties are retired from service, the cost and
accumulated  depreciation  are  removed  from the  respective  accounts  and the
related gains or losses are reflected in income.

                                       36

<PAGE>

     Depreciation expense is computed  principally on the straight-line  method,
over estimated useful lives of the related assets.  The following table provides
the estimated useful lives used for each asset type:

               Computer software / hardware.............      3 - 5 years
               Furniture and fixtures...................          7 years
               Machinery and equipment..................          7 years
               Buildings and building improvements......         40 years

     The Company assesses property and equipment for impairment  whenever events
or changes in circumstances  indicate that an asset's carrying amount may not be
recoverable.

CONCENTRATIONS

     Financial  instruments,  which subject the Company to credit risk,  consist
primarily of trade receivables from dealerships.  The Company generally does not
require  collateral  from its  customers.  Such  credit  risk is  considered  by
management to be limited due to the Company's  broad  customer  base,  and terms
requiring  substantially all of the dealers' lenders to pay the Company directly
fifteen  business days or less after the dealers'  receipt of the unit.  For the
year ended  December 31, 2003,  three  dealers  accounted for 17%, 11%, and 10%,
respectively,  of the  Company's net sales.  In addition,  the Company's top ten
dealers accounted for approximately  66%, 59% and 53% of net sales for the years
ended December 31, 2003, 2002, and 2001, respectively. At December 31, 2003, two
dealers  accounted  for  21%  and  18%,  respectively,  of the  Company's  trade
receivables.

     The Company  currently  buys certain key  components  of its products  from
limited suppliers. Although there are a limited number of manufacturers of these
key components,  management  believes that other suppliers could provide similar
key components on comparable terms. A change in suppliers,  however, could cause
a delay in  manufacturing  and a possible  loss of sales which  would  adversely
affect operating results.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's  consolidated financial statements have been presented on the
basis  that  it  will  continue  as  a  going concern,  which  contemplates  the
realization of assets and the  satisfaction  of liabilities in the normal course
of business. The Company has suffered net losses of $8,340,000,  $21,422,000 and
$11,461,000 for the years ended December 31, 2003, 2002 and 2001,  respectively.
The Company has generated cash from operating  activities of $7,188,000 and used
cash from operating activities of $4,444,000 and $12,630,000 for the years ended
December 31, 2003, 2002 and 2001, respectively.

     The Company has funded its financial needs primarily through operations and
its existing line of credit. At December 31, 2003, the Company had cash and cash
investments  of  $2,059,000  and  working  capital of  $49,669,000.  The Company
expects to continue to be dependent upon its ability to obtain outside financing
either through the issuance of additional  shares of its common stock or through
borrowings until it achieves  sustained  profitability  through a combination of
increased sales and improved product margins.

     In addition,  the Company has an asset-based  revolving  credit facility of
$15 million with UPS Capital  Corporation  (UPSC).  This credit facility expires
August 2005. The Company has reserved $0.3 million from the  line-of-credit  for
one month's rent on the CCI facility.  The remaining  $14.7 million is available
for general corporate working capital needs and capital expenditures.  Effective
July 2003, the Company was able to provide alternative  security, in the form of
state workers'  compensation fund insurance,  for its NRV self-insured  workers'
compensation  program. This allowed for the removal of the letter-of-credit that
secured the self-insured workers' compensation program and freed up $5.3 million
of the line-of-credit. Amounts borrowed under the revolving credit facility bear
interest  at the  prime  rate  listed  in the  Wall  Street  Journal  plus  0.75
percentage points. The credit facility contains, among other provisions, certain
financial covenants, including net worth requirements. At December 31, 2003, the
Company had no outstanding  loans under the  line-of-credit  and the Company was
not in  default  with  any  covenants  of its loan  agreement  with  UPSC.

                                       37


<PAGE>

     A number of initiatives were commenced during 2003 to improve the Company's
profitability  and working capital  positions  including, but not limited to: i)
reducing  inventory levels ii) reducing warranty costs through improving product
quality, iii) improving  manufacturing  efficiencies,  and iv) reducing workers'
compensation   costs  through  various  safety  initiatives  and  better  claims
management.

     Management is focused on continuing to improve upon certain  initiatives in
2004 including:  i) further reduction of warranty costs, ii) increased  facility
utilization and iii) a reduction of workers'  compensation caosts at its Perris,
California facility.

     The Company believes the combination of internally generated funds, working
capital,  and  unused  borrowing  availability  will be  sufficient  to meet the
Company's planned capital and operational  requirements for at least the next 12
months.  Should the Company require further  capital  resources  during 2004, it
would most likely address such requirement through a combination of sales of its
products,  sales of  equity  securities,  sales  of  excess  properties,  and/or
additional debt financings. If circumstances changed, and additional capital was
needed,  no assurance can be given that the Company would be able to obtain such
additional capital resources.

     If  unexpected  events  occur  requiring  the Company to obtain  additional
capital  and it is  unable to do so,  it then  might  attempt  to  preserve  its
available  resources  by  deferring  the  creation  or  satisfaction  of various
commitments,  deferring  the  introduction  of  various  products  or entry into
various markets,  or otherwise scaling back its operations.  If the Company were
unable to raise such  additional  capital or defer  certain  costs as  described
above,  such inability  would have an adverse effect on the financial  position,
results of operations, cash flows and prospects of the Company.

REVENUE RECOGNITION

     The Company  recognizes  revenue in  accordance  with SEC Staff  Accounting
Bulletin No. 104, Revenue Recognition in Financial  Statements,  or SAB 104. SAB
104  requires  that  four  basic  criteria  must be met  before  revenue  can be
recognized:  i) persuasive  evidence of an arrangement  exists, ii) delivery has
occurred and title and the risks and rewards of ownership have been  transferred
to  the  customer,   iii)  the  price  is  fixed  and   determinable,   and  iv)
collectibility  is reasonably  assured.  Assuming that all of the above criteria
were  satisfied,  motorhome and towables  sales are recorded by the Company when
accepted by the dealer.

ADVERTISING AND SALES PROMOTION COSTS

     The Company  expenses  advertising  costs as incurred.  For the years ended
December 31, 2003,  2002, and 2001,  advertising  and sales promotion costs were
approximately $3.5 million, $5.4 million, and $3.5 million, respectively.

SHIPPING AND HANDLING COSTS

     The Company  records  shipping  and  handling  costs in costs of goods sold
expenses.  Shipping and handling costs recorded in costs of goods sold were $3.7
million, $3.3 million, and $2.9 million in 2003, 2002, and 2001, respectively.

LONG-LIVED ASSETS

     The Company evaluates its long-lived assets for impairment by comparing the
future  undiscounted  cash flows of the  underlying  assets to their  respective
carrying amounts.  If necessary,  an impairment loss will be recognized based on
the excess of the carrying amount over the fair value of the assets. The Company
performs these tests for impairment  annually,  or whenever events or changes in
circumstances indicate that an assets carrying amount may not be recoverable.

                                       38

<PAGE>

RESEARCH, DEVELOPMENT AND ENGINEERING EXPENSES

     Research, development and engineering expenses are expensed as incurred and
are included in cost of goods sold and consist of normal  improvements to models
and model year changes.  Total research,  development  and engineering  expenses
were $6.7  million,  $5.4 million and $6.2 million for the years ended  December
31,  2003,  2002 and  2001,  respectively,  of which  research  and  development
expenses alone were $2.1 million, $1.4 million, and $1.7 million, respectively.

INCOME TAXES

     The  Company  provides  for  income  taxes  using  an asset  and  liability
approach.  Under this method,  deferred tax assets and  liabilities are computed
using statutory  rates for the expected  future tax  consequences of events that
have been  recognized in the Company's  financial  statements or tax returns.  A
valuation  allowance  is  established  when it is more  likely than not that the
deferred tax assets are not realizable.

RECLASSIFICATIONS

     Certain  reclassifications,  none of which  affected net income or retained
earnings,  have been made to prior year  amounts to conform to the current  year
presentation.

RECENT ACCOUNTING PRONOUNCEMENTS

     In December 2003 the SEC issued Staff  Accounting  Bulletin  (SAB) No. 104,
Revenue Recognition.  SAB 104 codifies, revises and rescinds certain sections of
SAB No. 101 in order to make this interpretive  guidance consistent with current
authoritative accounting and auditing guidance and SEC regulations. Accordingly,
there is no impact to the Company's results of operations, financial position or
cash flows as a result of the issuance of SAB No. 104.

STOCK-BASED COMPENSATION

     The Company has adopted the provisions of Statement of Financial Accounting
Standards No. 148,  "Accounting  for Stock-Based  Compensation  - Transition and
Disclosure" (SFAS  148),  which  amends  SFAS  Statement  123,  "Accounting  for
Stock-Based  Compensation." As permitted  by SFAS 148, the Company  continues to
measure compensation cost in accordance with Accounting Principles Board Opinion
No.  25,  "Accounting  for  Stock  Issued  to  Employees"  (APB 25) and  related
interpretations,  but provides pro forma  disclosures of net income and earnings
per share as if the  fair-value  method had been applied.  The  following  table
illustrates the effect on net loss and loss per share if the Company had applied
the fair value recognition provisions to stock-based employee compensation:

                                       39

<PAGE>

All amounts in thousands except per share amounts
                                                   Twelve months
                                                 Ended December 31,
                                           -----------------------------
                                             2003       2002      2001
                                             ----       ----      ----
Net loss - as reported.................... $(8,340)  $(21,422)  $(11,461)
Total stock-based employee compensation
expense determined under fair value based
method for all awards, net of related
tax effects...............................     298        820      1,317
                                           -------   --------   --------
Pro forma net loss........................ $(8,638)  $(22,242)  $(12,778)
                                           =======   ========   ========
Basic loss per share - as reported........ $ (0.84)  $  (2.19)  $  (1.18)
Total stock-based employee compensation
expense determined under fair value based
method for all awards, net of related
tax effects...............................    0.03       0.08       0.14
                                           -------   --------   --------
Basic loss per share - pro forma.......... $ (0.87)  $  (2.27)  $  (1.32)
                                           =======   ========   ========

Diluted loss per share - as reported...... $ (0.84)  $  (2.19)  $  (1.18)
Total stock-based employee compensation
expense determined under fair value based
method for all awards, net of related
tax effects...............................    0.03       0.08       0.14
                                           -------   --------   --------
Diluted loss per share - pro forma........ $ (0.87)  $  (2.27)  $  (1.32)
                                           =======   ========   ========

     The pro forma amounts were estimated using the Black-Scholes option-pricing
model with the following assumptions:

      Dividend yield...............       0.0%
      Expected volatility..........      46.0%
      Risk-free interest rate......       4.6%
      Expected term (years)........       4

LOSS PER SHARE

     Basic  loss per share is  computed  by  dividing  net loss by the  weighted
average  number of common shares  outstanding  for the period.  Diluted loss per
share  reflects the  potential  dilution that could occur if securities to issue
common stock were exercised or converted into common stock.  Shares attributable
to the exercise of outstanding  options that are anti-dilutive are excluded from
the calculation of diluted loss per share. No adjustments  were made to reported
net loss in the computation of loss per share.

                                                   December 31, (in thousands)
                                              ----------------------------------
                                                    2003      2002       2001
                                              ------------ ----------- ---------
 Weighted average shares outstanding - basic...     9,900     9,788      9,683
 Weighted average shares outstanding - diluted.     9,900     9,788      9,683
 Outstanding options excluded as impact would
  be anti-dilutive.............................       130       353        298

                                       40

<PAGE>

3. Inventories

Inventories consist of the following:

                                                  December 31, (in thousands)
                                              ----------------------------------
                                                     2003             2002
                                                  --------           --------
                    Finished goods........         $ 8,957           $ 20,671
                    Work-in-process.......          22,142             25,391
                    Raw materials.........          13,902             16,309
                    Chassis...............           6,658             10,161
                                                  --------           --------
                                                  $ 51,659           $ 72,532
                                                  ========           ========

4. Property, Plant and Equipment

Major classes of property, plant and equipment consist of the following:

                                                  December 31, (in thousands)
                                              ---------------------------------
                                                    2003             2002
                                              --------------   ----------------
      Land..................................  $    10,400      $    10,389
      Buildings.............................       25,091           25,052
      Machinery and equipment...............       19,688           18,269
      Office equipment......................        7,512            7,792
                                              --------------   ----------------
                                                   62,691           61,502
      Less accumulated depreciation.........      (21,858)         (18,272)
                                              --------------   ----------------
        Property, plant and equipment, net..  $    40,833      $    43,230
                                              ==============   ================

5. Goodwill

     Effective the first quarter of 2002, the Company  adopted the provisions of
SFAS No. 142,  "Goodwill and Other  Intangible  Assets." SFAS 142 eliminated the
amortization  of goodwill.  Instead,  goodwill was reviewed for impairment  upon
adoption and will be reviewed at least annually thereafter. Continued losses and
a  significant  sustained  decline in the  Company's  stock  price  triggered  a
goodwill impairment review during the third quarter of 2002. As a result of this
impairment  test, the Company  recorded a non-cash charge of $6.1 million during
the quarter ended  September 30, 2002,  which  represented  the entire amount of
goodwill recorded as of that date.

     A reconciliation of reported net loss and basic and diluted loss per share,
assuming SFAS No. 142 was applied  retroactively,  is as follows (in  thousands,
except for loss per share):

                                                  Years Ended December 31,
                                              2003          2002         2001
                                            ------------------------------------
Net loss as reported..................      $ (8,340)   $ (21,422)   $ (11,461)
Add back goodwill amortization........            -            -           413
                                            --------    ---------    ---------
Adjusted net loss.....................      $ (8,340)   $ (21,422)   $ (11,048)
                                            ========    =========    =========

Basic loss per share..................      $  (0.84)   $   (2.19)   $   (1.18)
Goodwill amortization.................             -            -         0.04
                                            --------    ---------    ---------
Adjusted net loss.....................      $  (0.84)   $   (2.19)   $   (1.14)
                                            ========    =========    =========

Diluted loss per share................      $  (0.84)   $   (2.19)   $   (1.18)
Goodwill amortization.................             -            -         0.04
                                            --------    ---------    ---------
Adjusted net loss.....................      $  (0.84)   $   (2.19)   $   (1.14)
                                            ========    =========    =========

                                       41

<PAGE>

6. Accrued Expenses

Accrued expenses consist of the following:

                                                  December 31, (in thousands)
                                                   ---------------------------
 Current accrued expenses:                            2003            2002
                                                   -----------    ------------
 Workers' compensation self-insurance reserve...   $  3,561        $  2,375
 Warranty reserve...............................      8,312          10,986
 pAYROLL AND OTHER ACCRUED expenses.............      8,897           8,930
                                                   -----------     -----------
   Total current accrued expenses...............   $ 20,770        $ 22,291
                                                   ===========     ===========
 Long-term accrued expenses:

 Workers' compensation self-insurance reserve...   $  6,499        $  5,419
 Warranty reserve...............................        348             854
 Deferred compensation expense..................        722               -
                                                   -----------     -----------
   Total long-term accrued expenses.............   $  7,569        $  6,273
                                                   ===========     ===========

7. Product Warranties

     The Company's warranty reserve is established based on its best estimate of
the amounts  necessary to settle future and existing  claims on products sold as
of  the  balance  sheet  date.  The  Company  records  an  estimate  for  future
warranty-related  costs  based on  recent  actual  warranty  claims.  Also,  the
Company's  recall reserve is  established,  as necessary,  based on management's
estimate of the cost per unit to remedy the problem and the estimated  number of
units that will  ultimately  be brought in for the repair.  While the  Company's
warranty costs have historically been within its expectations and the provisions
established,  a significant  increase in dealer shop rates, the cost of parts or
the  frequency of claims could have a material  adverse  impact on the Company's
operating  results for the period or periods in which such claims or  additional
costs materialize.

     The changes in the carrying amount of the Company's total product  warranty
liability for the twelve months ended December 31, 2003,  2002, and 2001 were as
follows:

Product Warranty
(in thousands)

                           Beginning                                    Ending
                            Balance      Additions      Deductions      Balance
                       ---------------------------------------------------------
Warranty Reserve 2003... $  11,840      $ 10,053        $ 13,233     $   8,660
Warranty Reserve 2002...    13,016        14,485          15,661        11,840
Warranty Reserve 2001...     9,861        18,459          15,304        13,016

8.  Debt and Credit Agreements

Debt consists of the following:

                                                 December 31, (in thousands)
                                                      2003            2002
                                                  ------------   ------------
Note payable - City of Junction City, Oregon,
3% paid monthly through October 2004...........     $   19          $   41
Less payments due within one year..............        (19)            (22)
                                                  ------------   ------------
                                                    $    -          $   19
                                                  ============   ============

     Debt  maturities over the remaining year of the note payable are $19,000 in
2004.

                                       42

<PAGE>

     In addition,  the Company has an asset-based  revolving  credit facility of
$15 million with UPS Capital  Corporation  (UPSC).  This credit facility expires
August 2005. The Company has reserved $0.3 million from the  line-of-credit  for
one month's rent on the CCI facility.  The remaining $14.7 million was available
for  general  corporate  working  capital  needs and capital  expenditures.  The
Company was able to provide alternative  security, in the form of state workers'
compensation  fund insurance,  for its NRV  self-insured  workers'  compensation
program   starting  in  July  2003.   This   allowed  for  the  removal  of  the
letter-of-credit that secured the self-insured workers' compensation program and
freed  up  $5.3  million  of the  line-of-credit.  Amounts  borrowed  under  the
revolving  credit  facility  bear  interest at the prime rate listed in the Wall
Street Journal plus 0.75 percentage points. The credit facility contains,  among
other provisions, certain financial covenants, including net worth requirements.
At  December  31,  2003,  the  Company  had  no  outstanding   loans  under  the
line-of-credit and the Company was not in default with any covenants of its loan
agreement with UPSC.

9.  Income Taxes

The components of the benefit for income taxes were as follows:

                                           December 31, (in thousands)
                                -------------------------------------------
                                       2003          2002          2001
                                -------------------------------------------
Current (Refundable) Payable:
  Federal.......................   $  (167)      $  (7,167)   $  (5,263)
  State.........................        94             147       (1,100)
                                ------------  -------------  --------------
                                       (73)         (7,020)      (6,363)
                                ------------  -------------  --------------
Deferred:
  Federal.......................    (4,132)         (1,129)        (182)
  State.........................      (705)         (1,340)        (382)
                                ------------  -------------  --------------
                                    (4,837)         (2,469)        (564)
                                ------------  -------------  --------------
 Total benefit for income taxes.  $ (4,910)     $   (9,489)   $  (6,927)
                                ============  =============  ==============


     Deferred  income  taxes are  recorded  based upon  differences  between the
financial  statement  and  tax  basis  of  assets  and  liabilities.   Temporary
differences  that give rise to  deferred  income tax assets and  liabilities  at
December 31, 2003 and 2002 were as follows:


                                                December 31, (in thousands)
                                              --------------------------------
                                                      2003             2002
                                              --------------  ----------------
Accrued expenses..........................    $      5,221      $      6,005
NOL carryforward..........................           2,734                -
                                              --------------  ----------------
  Deferred income tax assets - current..      $      7,955      $      6,005
                                              ==============  ================

Accrued expenses..........................    $      2,242      $      1,787
Fixed assets..............................          (2,802)           (2,452)
NOL carryforward..........................           4,365             1,032
                                              --------------  ----------------
  Deferred income tax assets - long-term..    $      3,805      $        367
                                              ==============  ================

     The Company had net operating loss (NOL) carryforwards at December 31, 2003
of approximately $14.5 million for federal income tax purposes and approximately
$7.6 million for state income tax purposes. The Company's NOL carryforwards will
begin to expire in 2013, if not utilized.

                                       43

<PAGE>

     A  reconciliation  of the  statutory  U.S.  federal  income tax rate to the
Company's effective income tax rate is as follows:

                                                   December 31,
                                        -------------------------------------
                                           2003          2002         2001
                                        ----------     ---------    --------
Statutory rate.......................    (34.0) %       (35.0) %    (35.0) %
State taxes, net of federal benefit..     (4.2)          (4.7)       (4.6)
Amortization of intangibles not
 deductible for income tax purposes..      0.0            6.9         0.8
Disallowed state loss carryforwards..      0.8            0.9         1.1
Other................................      0.3            1.2           -
                                        ----------     ---------    --------
                                         (37.1) %       (30.7) %    (37.7) %
                                        ==========     =========    ========

10.  Recourse on Dealer Financing

     As is  customary in the  industry,  the Company  generally  agrees with its
dealers'  lenders  to  repurchase  any  unsold  RVs  in  the  event  of  various
circumstances.  Although the maximum potential repurchase obligation under these
agreements  approximates  $93 million at December  31,  2003,  as with  accounts
receivable,  the risk of loss is spread over numerous dealers and lenders and is
further  reduced  by the  resale  value of the RVs  which the  Company  would be
required to repurchase.  Losses under these  agreements  have been negligible in
the past and  management  believes that any future losses under such  agreements
will not have a significant  effect on the  consolidated  financial  position or
results of operations of the Company.

11. Commitments and Contingencies

     From time to time,  the  Company is  involved  in  warranty  or "lemon law"
litigation arising out of its operations in the normal course of business. While
insurance coverage is not available for such matters, the number of such matters
as a  percentage  of sales is low. To date,  aggregate  costs to the Company for
these actions have not been material.

The Company has commitments under certain non-cancelable operating leases as
follows (in thousands):

          2004....................         $  1,474
          2005....................            1,264
          2006....................               43
          2007....................               18
          2008 and thereafter.....                -
                                           --------
                                           $  2,799
                                           ========

     Rent expense for the years ended  December 31, 2003,  2002,  and 2001,  was
approximately $1.4 million, $1.4 million, and $1.3 million, respectively.

12. Stockholders' Equity

Preferred Stock

     The Board of  Directors  has  authority  to issue 5,000 shares of $0.01 par
value Preferred  Stock.  Currently  there are 4,000 Preferred  Shares issued and
outstanding  with the following  terms: i) the Preferred Shares are not entitled
to receive any dividends,  ii) the Preferred  Stock has no voting  rights,  iii)
upon liquidation,  either voluntary or involuntary,  the preferred  stockholders
are entitled to receive out of the assets of the corporation  that are available
for distribution,  $0.01 per share, and iv) the Preferred Stock is redeemable at
the sole discretion of the Company.

Common Stock Options

     The  Company  has  stock  option  plans  that  enable  it to  offer  equity
participation  to  employees,   officers,  and  directors  as  well  as  certain
non-employees.  Stock  options  may be  granted  as  incentive  or  nonqualified
options.

                                       44


<PAGE>

     The Company has six fixed option plans that reserve  shares of common stock
for issuance to executives,  key  employees,  consultants,  and  directors.  The
Company  has also  issued  fixed  options  outside  of such  plans  pursuant  to
individual stock option agreements. Options granted to non-employee and employee
directors generally vest immediately upon grant and generally expire five to ten
years from the date of grant.  Options  granted to employees vest in three equal
annual  installments  and expire five years from the date of grant. The price of
the options granted pursuant to these plans will not be less than 100 percent of
the market value of the shares on the date of grant.  The exercise of certain of
these stock  options  represents  a tax  benefit for the Company  which has been
reflected as a reduction of income taxes  payable and an increase to  additional
paid-in-capital  amounting  to $0.6 million in 2003,  $0.1 million in 2002,  and
$0.1 million in 2001.

     Information  regarding  these option plans and option  agreements for 2003,
2002 and 2001 is as follows:

                                                            Weighted
                                                             Average
                                            Shares        Exercise Price
                                         (in thousands)     Per Share
      --------------------------------------------------------------------------

      Outstanding at December 31, 2000...     2,342         $  11.17
         Granted.........................       325         $  12.83
         Expired or canceled.............      (291)        $  11.65
         Exercised.......................       (75)        $   9.67
                                           ---------        ---------
      Outstanding at December 31, 2001...     2,301         $  11.40
         Granted.........................         -         $      -
         Expired or canceled.............      (153)        $  15.11
         Exercised.......................      (132)        $   9.84
                                           ---------        ---------
      Outstanding at December 31, 2002...     2,016         $  11.22
         Granted.........................         -         $      -
         Expired or canceled.............      (332)        $  13.62
         Exercised.......................      (397)        $   4.79
                                           ---------        ---------
      Outstanding at December 31, 2003...     1,287         $  12.58
                                           =========        =========

     The  following  table  summarizes  information  for those  options that are
outstanding and exercisable as of December 31, 2003:

                                 Options Outstanding      Options Exercisable
                            --------------------------  ------------------------
                       Number of    Remaining              Number of
Range  of              Shares (in   Contractual  Exercise  Shares (in  Exercise
Exercise Prices        thousands)      Life      Price     thousands)  Price
--------------------------------------------------------------------------------
$3.33 - $3.33             91          1.00        3.33         91        3.33
$3.75 - $3.75             50          1.74        3.75         50        3.75
$8.50 - $8.50            170          1.82        8.50        170        8.50
$9.33 - $9.33            180          2.75        9.33        180        9.33
$10.08 - $10.08          319          3.42       10.08        319       10.08
$12.83 - $12.83          212          2.76       12.83        144       12.83
$24.94 - $24.94          253          0.41       24.94        253       24.94
$26.81 - $26.81           12          5.39       26.81         12       26.81
                      ------        ------      ------     ------      ------
                       1,287          2.20      $12.58      1,219      $12.57
                      ======        ======      ======     ======      ======

     There  were no options  granted in 2003 or 2002.  The fair value of options
granted during 2001 was $12.83.

                                       45

<PAGE>

13.  Defined Contribution Plans

     The  Company   maintains   two  401(K)  plans   serving  the  NRV  and  CCI
subsidiaries. Substantially all of the Company's full-time employees are covered
under the  plans  which  allow  for  contributions  by the  employee  as well as
contributions by the Company. The Company contributes a match of between 20% and
50% of the  first 4% to 5% of an  employee's  wages,  plus  other  discretionary
amounts as approved by the Board of Directors  and may be in the form of cash or
the Company's  common stock.  All Company  contributions in 2003, 2002, and 2001
were  immaterial.  Administrative  costs of these  plans  are not  deemed  to be
material for these years.

14.  Related Party Transactions

     Mr.  Robert B. Lee,  a  director  of the  Company,  is a partner in a joint
venture that is a party to a lease  agreement with the Company.  Pursuant to the
agreement,  the  Company  leases  from the joint  venture  a parcel of  property
constituting  a majority  of CCI's  manufacturing  facilities.  During the years
ended December 31, 2003,  2002 and 2001,  the Company paid $1.32 million,  $1.31
million and $1.27 million,  respectively,  under the lease agreement.  The lease
agreement calls for future payments totaling  approximately $2.5 million through
October 31, 2005.  The  escalations  are based on the Consumer  Price Index.  In
addition, there is a five year renewal option on this lease agreement.

     Heller  Ehrman  White & McAuliffe  LLP, a law firm in which Mr.  Stephen M.
Davis,  the  Secretary  and a director of the Company,  is a partner,  performed
legal services for the Company.  Fees paid the law firm were $279,000,  $316,000
and  $199,000  during  the  years  ended  December  31,  2003,  2002  and  2001,
respectively.

                                       46

<PAGE>

15.  Quarterly Consolidated Financial Data (unaudited)

     As disclosed in the Company's press release of February 17, 2004 announcing
financial  results for the fourth  quarter and year ended  December 31, 2003 and
furnished in the Company's 8-K of the same date,  the Company  announced that it
restated its  financial  statements  for the first three  quarters of 2003.  The
restatements reflect the Company's  reconciliation of raw materials inventory to
a year-end  physical  inventory  count. The Company has determined that standard
cost  estimates  were too low  during  these  periods  by an  aggregate  of $2.7
million.  The impact of these restatements is to increase the Company's loss per
diluted  share for the first  quarter  2003 by $0.06,  from $0.42 to $0.48.  The
second  quarter 2003 diluted  loss per share  increases by $0.07,  from $0.28 to
$0.35.  The third quarter diluted loss per share increases by $0.04,  from $0.03
to $0.07. No other prior periods were affected.

     The  following  tables  summarize  the  quarterly  data for fiscal 2003 (as
previously reported and restated) and fiscal 2002:

                                   2003 Quarter ended
                            (in thousands except share data)
                    March 31           June 30          Sept. 30       Dec. 31
                   As                As                As
                reported Restated reported Restated reported Restated
                ----------------- ----------------- ------------------  -------
Net sales....... $78,101  $78,101  $73,471  $73,471  $91,314  $91,314    $99,086
Gross (loss)
  profit........  (1,080)  (2,087)     666     (436)   4,372    3,777      6,168
Net (loss) income.(4,089)  (4,726)  (2,707)  (3,402)    (304)    (687)       475
(Loss) earnings per
 common share -
 basic.......... $ (0.42) $ (0.48) $ (0.28) $ (0.35) $ (0.03) $ (0.07)   $  0.05
(Loss) earnings per
common share -
 diluted........ $ (0.42) $ (0.48) $ (0.28) $ (0.35) $ (0.03) $ (0.07)   $  0.05
Weighted average number of shares:
  Basic..........  9,832    9,832    9,832    9,832    9,835    9,835     10,095
  Diluted........  9,832    9,832    9,832    9,832    9,835    9,835     10,201


                                                    2002 Quarter ended
                                            (in thousands except share data)
                                         March 31  June 30  Sept. 30   Dec. 31
                                         -------- --------  --------  --------
Net sales................................ $79,320  $87,466   $72,417   $61,047
Gross (loss) profit......................    (254)   3,863       (44)   (5,797)
Net (loss)...............................  (3,316)  (1,396)   (9,811)   (6,899)
Loss earnings per common share - basic... $ (0.34) $ (0.14)  $ (1.00)  $ (0.70)
Loss earnings per common share - diluted. $ (0.34) $ (0.14)  $ (1.00)  $ (0.70)
Weighted average number of shares:
  Basic..................................   9,719    9,776     9,825     9,832
  Diluted................................   9,719    9,776     9,825     9,832


                                       47

<PAGE>

SCHEDULE II - CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS


                         For the years ended December 31, 2003, 2002 and 2001

                                             Additions                Balance
                                  Balance at charged to               at end
                                  beginning  costs                      of
                                  of period  and expenses Deductions  period
                                 ----------- ----------- ----------- -----------
Twelve months ended December 31, 2003
 Allowance for doubtful accounts.$   276,000 $    63,000 $   207,000 $   132,000
 Inventory reserve................         0     673,000           0     673,000
 Workers' compensation
  self-insurance reserve.......... 7,794,000   5,892,000   3,626,000  10,060,000
 Warranty reserve.................11,840,000  10,053,000  13,233,000   8,660,000
                                 ----------- ----------- ----------- -----------
                                 $19,910,000 $16,681,000 $17,066,000 $19,525,000
                                 =========== =========== =========== ===========

Twelve months ended December 31, 2002
 Allowance for doubtful accounts.$   224,000 $   121,000 $    69,000 $   276,000
 Workers' compensation
  self-insurance reserve.........  3,428,000   7,189,000   2,823,000   7,794,000
 Warranty reserve................ 13,016,000  14,485,000  15,661,000  11,840,000
                                 ----------- ----------- ----------- -----------
                                 $16,668,000 $21,795,000 $18,553,000 $19,910,000
                                 =========== =========== =========== ===========
Twelve months ended December 31, 2001
 Allowance for doubtful accounts.$   321,000 $    28,000 $   125,000 $   224,000
 Workers' compensation
  self-insurance reserve.........  3,128,000   2,970,000   2,670,000   3,428,000
 Warranty reserve................  9,861,000  18,459,000  15,304,000  13,016,000
                                 ----------- ----------- ----------- -----------
                                 $13,310,000 $21,457,000 $18,099,000 $16,668,000
                                 =========== =========== =========== ===========

                                       48

<PAGE>

Exhibit 23.1 - CONSENT OF INDEPENDENT ACCOUNTANTS


     We hereby  consent to the  incorporation  by reference in the  Registration
Statements on Form S-8 (No.  333-41905 and 333-68636) of National R.V. Holdings,
Inc. of our report dated March 23, 2004 relating to the  consolidated  financial
statements and financial statement schedule, which appears in this Form 10-K.


/s/ PricewaterhouseCoopers LLP



Orange County, California
March 29, 2004


                                       49