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, 2001
                                       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 Section 12(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  1,  2002 was
approximately $89,840,000.

The number of shares  outstanding of the Registrant's  common stock, as of March
1, 2002, was 9,718,605.

Documents Incorporated by Reference: Part III incorporates by reference portions
of the National R.V. Holdings,  Inc. Proxy Statement for the 2002 Annual Meeting
of Stockholders to be filed within 120 days of December 31, 2001.

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                                TABLE OF CONTENTS


PART I........................................................................3
  Item 1.  Business...........................................................3
  Item 2.  Properties........................................................14
  Item 3.  Legal Proceedings.................................................15
  Item 4.  Submission of Matters to a Vote of Security Holders...............15

PART II......................................................................16
  Item 5.  Market for Registrant's Common Equity and Related Stockholder
           Matters...........................................................16
  Item 6.  Selected Financial Data...........................................16
  Item 7.  Management's Discussion and Analysis of Financial Condition and
           Results of Operations.............................................18
  Item 7A. Quantitative and Qualitative Disclosures About Market Risk........27
  Item 8.  Financial Statements and Supplementary Data.......................28
  Item 9.  Changes in and Disagreements With Accountants on Accounting and
           Financial Disclosure..............................................28

PART III.....................................................................29
  Item 10. Directors and Officers of the Registrant..........................29
  Item 11. Executive Compensation............................................29
  Item 12. Security Ownership of Certain Beneficial Owners and Management and
           Related Stockholder Matters.......................................29
  Item 13. Certain Relationships and Related Transactions....................29

PART IV......................................................................30
  Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K...30
  SIGNATURES.................................................................31



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                                     PART I

Item 1.  Business

General

     National R.V. Holdings, Inc. (the "Company") is one of the nation's leading
manufacturers of Class A motorhomes.  From its Perris,  California facility, the
Company designs,  manufactures and markets National R.V., Inc. ("NRV") Class "A"
motorhomes  under brand names including  Tradewinds,  Dolphin,  Sea Breeze,  and
Islander, and travel trailers under brand names including Sea Breeze, Palisades,
Splash,  Rage'n,  and Blaze'n.  From its Junction  City,  Oregon  facility,  the
Company designs,  manufactures and markets Country Coach,  Inc. ("CCI") high-end
(Highline)  Class  "A"  motorhomes  under the brand  names  including  Affinity,
Allure,  Intrigue,  Lexa and Magna, and bus conversions  under the Country Coach
Prevost  brand,  though the bus  conversion  will be  discontinued  in 2002. The
Company, which began manufacturing recreational vehicles ("RVs") in 1964, is the
fifth  largest  domestic  manufacturer  of  Class A  motorhomes  and  sells  its
motorhomes and travel  trailers  through a network of  approximately  172 dealer
locations in 40 states and Canada.

     The Company was  incorporated  in Delaware in 1988.  NRV's  predecessor was
organized in 1963. CCI's predecessor was organized in 1973. 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.

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 truck chassis, which includes the engine, drive
train and other  operating  components.  Retail  prices  for Class A  motorhomes
generally  range from  $40,000 to  $200,000.  Highline  motorhomes,  which are a
subset of Class A motorhomes,  generally  range in retail price from $200,000 to
$1,000,000.  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 $15,000 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 by van
upfitters  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 2001  decreased  14.4% to 256,800  from  300,100  in 2000.  The
aggregate  wholesale  value of  these  2001  shipments  was  approximately  $6.9
billion, with Class A motorhomes comprising $3.5 billion or 51% of the total and
travel trailers  comprising $2.4 billion or 35% of the total.  Unit shipments of
Class A motorhomes in 2001  decreased  18.5% to 33,400 from 41,000 in 2000.  The
average  wholesale  price  of  Class A  motorhomes  increased  11.0%  in 2001 to
$104,386 from $94,003 in 2000. Unit shipments of travel trailers decreased 11.3%
in 2001 to  156,900  from  176,800  in  2000.  The  average  wholesale  price of
conventional  travel trailers  increased 4.3% in 2001 to $12,269 from $11,763 in
2000, while the average wholesale price of fifth-wheel travel trailers increased
8.6% to $20,670 in 2001 from $19,032 in 2000.

     While overall unit shipments  have increased over the past five years,  the
RV industry's manufacturing base has undergone a consolidation. Between 1992 and
2001, the number of Class A motorhome  manufacturers  declined from 45 to 28. In
addition,  during this  period,  the  aggregate  retail  market share of the ten
largest Class A motorhome manufacturers increased from 82.5% to 91.7%.

     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 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.

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<PAGE>

    Ownership of RVs reaches its highest level among those Americans aged 55 to
64,  with  13.7% of  households  in this  category  owning  RVs.  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,
they represent the potential for a secular uptrend in the RV industry.

     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.

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 exploiting
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) expanding its manufacturing  capacity and continuing to utilize vertically
integrated  manufacturing  processes;  and (iv)  capitalizing  on the  Company's
reputation to expand its presence in the Highline market.

     Building upon and Exploiting  Recognition of the Company's Brand Names. The
Company believes that its brand names and reputation for  manufacturing  quality
products with excellent  value have fostered  strong  consumer  awareness of the
Company's  products  and have  contributed  to the  growth  of its net sales and
market share. 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  fifteen  distinct
lines of RVs,  which are  available in a variety of lengths,  floorplans,  color
schemes and interior designs and range in suggested retail price from $12,000 to
$1,200,000.  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.

                                       5
<PAGE>

     Expanded  Manufacturing  Capacity and Vertically  Integrated  Manufacturing
Processes.  The Company has expanded certain of its manufacturing  facilities in
order to increase its production  flexibility and substantially increase overall
production volume to meet demand and anticipated growth. 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
Highline Market. The Company's Country Coach product offerings focus exclusively
on the  Highline  segment of the Class A  motorhome  market.  The  Company has a
strong  market  share in the  Highline  segment.  For the  twelve  months  ended
December 31, 2001,  the Company was the third largest  manufacturer  of Highline
motorhomes,  with approximately 16.8% of this market, up from 16.4% in 2000. The
Company is actively  seeking to expand its share of this market by  capitalizing
on its  established  reputation,  continuing to offer  superior  products  while
reducing its costs, and expanding its production capacity in order to target the
market's growing  population and satisfy 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 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  Tradewinds,  Dolphin,  Sea Breeze,  and  Islander  brand names and travel
trailers  under the Sea Breeze,  Palisades,  Splash,  Rage'n,  and Blaze'n brand
names. Country Coach currently  manufactures Highline Class "A" motorhomes under
the brand names including Affinity,  Allure,  Intrigue,  Lexa and Magna, and bus
conversions  under the Country Coach Prevost  brand,  though the bus  conversion
will be discontinued in 2002.

     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  devices,
furniture, climate control systems and storage spaces.

     Lexa. To a significant extent custom, inside and out, the Lexa is available
in 42' and 45' lengths  with double or triple  slide-outs.  Built on the 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.  Along with numerous  choices,  the Lexa offers the newest
technologies,  like a 42" plasma color matrix  television screen which folds out
of sight with an electronic TV lift when not in use; a vacuum  formed,  sculpted
dash with  "Soft  Touch"  covering;  optional  CompuDigital  dash;  and new On-Q
positioning  adjustable gauge panel for individual viewing comfort. The driver's
panel  also  features  a fully  interactive  Coach  Command  monitoring  system.
Suggested  retail  pricing for the Lexa starts at $682,000.  The Lexa debuted in
2001.

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     Affinity.  The 40' and 42' Affinity is powered by the Caterpillar  C-12 505
HP engine teamed with Allison's 4000MH transmission.  This engine has 1550 lb-ft
of torque at 1200 RPM. Built on the DynoMax  chassis,  the all fiberglass  coach
features  independent front suspension,  ABS brakes, front disc brakes, IPD sway
bar and liftable tag axle. Among the chassis'  attributes are a longer wheelbase
(for  enhanced  driveability),  shorter  front and rear  overhang  and  V-weight
distribution  (the  distribution of the weight of the house and the storage bays
down toward the center of the coach).  An interducted  triple roof air system, a
12.5 kw diesel  generator  on  electric  rollout  tray,  and  over-the-road  air
conditioning  are  among the many  special  features.  Six  designer-coordinated
interior  packages  (or  option  to  customize)  and  dual  slide-out  floorplan
combinations  offer  significant   opportunities  for  personalization.   Custom
exterior  graphics  ensure a unique and attractive  exterior.  Suggested  retail
prices for the Affinity start at $526,000. The Affinity was introduced in 1991.

     Magna.  Available in 40' and 42' lengths with dual  slide-outs  floorplans,
this  motorcoach  is  built  on  the  DynoMax  chassis  with  independent  front
suspension  driveability.  The Caterpillar C-12 505 HP diesel engine teamed with
Allison's  4000MH  transmission  powers it. Six  designer  coordinated  interior
packages (buyers may also modify a standard scheme or  significantly  customize)
complement the fiberglass exterior with 4 exterior paint graphic packages. A 42"
swing down TV with plasma display,  vacuum formed cab overhead and burlwood dash
panels,  concealable color back-up monitor,  over-the-road air conditioning with
individual  controls,  an  interducted  roof air  system,  and a 12.5 kw  diesel
generator on a convenient electric roll-out tray are among the special features.
Suggested  retail  prices  for the  Magna  start  at  $424,000.  The  Magna  was
introduced in 1991.

     Intrigue.  Built on the DynoMax chassis,  the Intrigue features independent
front suspension,  ABS brakes,  and an IPD sway bar for an enviable drive. It is
available  in 32',  36' and 40'  lengths.  This diesel  pusher is powered by the
Cummins ISL 370 HP engine,  or optional 400 HP diesel engine which delivers 1200
lb-ft torque at 1300 RPM. The  fiberglass  exterior  features  painted  exterior
graphics including full body paint with complete clear coat protection.  Special
features include a concealable  color back-up  monitor,  burlwood dash panels, a
digital power package,  8.0 kw "quiet" diesel generator,  automatic  low-voltage
generator  start,  and hydronic  heating  system.  Custom  crafted  cabinetry is
standard in each of the single,  dual, Grand Opening dual living room slide-outs
and triple slide-out floorplans.  Suggested retail prices for the Intrigue start
at $278,000. The Intrigue was introduced in 1994.

     Allure.  Available  in  32',  36'  and  40'  lengths,  this  diesel  pusher
motorcoach  is  built on the  DynoMax  chassis.  It is  powered  by the  Cummins
Interact  System  (ISC)  350 HP  diesel  engine  teamed  with  Allison's  3000MH
transmission (or opt for the ISC 370 HP engine). 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.  Among the Allure's  special  features  are:  burlwood  dash
panels,  automatic low-voltage generator start, 8.0 kw "quiet" diesel generator,
and a full awning patio package.  Single,  dual,  Grand Opening dual living room
slides and triple  slide-out  floorplan  arrangements  are available.  Suggested
retail  prices for the Allure start at $244,000.  The Allure was  introduced  in
1995.

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     Country Coach Prevost XLII  Conversion.  This  completely  customized  bus,
billed  as the  ultimate  in  mobile  livability,  is  built  on the 40' and 45'
LeMirage XLII Prevost chassis. Fully custom interiors are equaled by multi-color
custom exterior graphics with clear coat. The coach offers custom modifications,
CompuDigital  dash,  optional GPS navigation  system,  concealable color back-up
monitor, computerized touch pad switching,  computerized air leveling, and a 42"
plasma  display that folds  neatly away into the ceiling when not in use.  Slide
room floorplans  expand the interior living space.  Suggested  retail prices for
the XLII start at $967,000.  The Country Coach Prevost Conversion was introduced
in 1979. However,  the Company has announced that it intends to discontinue this
product in 2002 in order to focus additional Junction City facility resources on
the manufacturing of entry-level luxury motorcoaches.

     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 Ultraleather and upgraded electronics. Suggested retail prices
for the Islander start at $255,000. The Islander debuted in 1999.

     Tradewinds.   The   Tradewinds   nameplate   is  found  on  two   motorhome
incarnations,  each with a  different  offering  of features  and  options.  The
Tradewinds  LTC is available in 37' to 39'  floorplans and will soon be built on
the Country Coach  Dynomax 8TDX  chassis.  The  Tradewinds  LTC (Luxury  Touring
Class) features an extensively  upgraded diesel chassis from its sister product,
the  Tradewinds  LE. These  upgrades  include a more  powerful  engine,  greater
storage  space  and  independent   front   suspension.   Featuring  many  luxury
appointments in addition to full body paint,  the Tradewinds LTC is both upscale
and  affordable.  The  more  economical  Tradewinds  LE  is  available  in  four
floorplans on a  diesel-powered  chassis.  The Tradewinds LE features a superior
diesel chassis when compared with other "entry diesel"  products.  These chassis
features include a raised rail chassis design and independent  front suspension.
Each Tradewinds  model is a  full-basement,  bus-style  motorhome with automatic
double  slide-out  features  that expand the  interior of the  motorhome  to add
additional living space.  Depending on the model,  Tradewinds are produced in 35
to 39 foot lengths and are  available  with a choice of cherry,  walnut or maple
interiors. Suggested retail prices for the Tradewinds start at $170,000.

     Dolphin.  The  Dolphin  is  available  in  three  floorplans,  and is built
exclusively on Workhorse's W-22 gas-powered  chassis.  The first RV manufacturer
to bring this  chassis to market,  National RV debuted  this chassis in the 2002
Dolphin. These models are full-basement,  bus-style motorhomes.  All models have
automatic double  slide-out  features that expand the interior of the motorhomes
and add additional living space. The Dolphin LX is an upgraded Dolphin, offering
certain  distinct  features,  exterior  styling and  floorplans.  Many  optional
Dolphin  features  become  standard on the Dolphin LX, and the LX features  many
items not available on the standard Dolphin.  Many items found on the Dolphin LX
are usually reserved for higher-priced  diesel motorhomes.  The Dolphin products
are produced in 34 to 35 foot lengths.  Suggested  retail prices for the Dolphin
start at $114,000. The Class A Dolphin motorhome was introduced in 1985.

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     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 is 30 feet in length. Also offered under the
Sea Breeze  name is the Sea Breeze  LX.  The Sea  Breeze LX  includes  automatic
double slide-out  features that expand the interior of the motorhomes and create
additional  living  space,  in addition to many  upgrades  not  available in the
standard  Sea  Breeze.  The Sea Breeze LX models are  produced  in 31 to 34 foot
lengths.  Suggested retail prices for the Sea Breeze start at $83,000. The Class
A Sea Breeze product was introduced in 1992.

     Palisades  Fifth-Wheel  Travel Trailer.  The Palisades  fifth-wheel  travel
trailer  comes in four,  triple-slide  floorplans  ranging from 33 to 36 feet in
length.  All  floorplans  feature a choice of oak or maple  interiors,  and many
other  amenities.  Suggested  retail prices start at $60,000.  The Palisades was
introduced in 1999.

     Sea Breeze  Fifth-Wheel  Travel Trailer.  The Sea Breeze fifth-wheel travel
trailer comes in three floorplans  equipped  similar to a Sea Breeze  motorhome.
All floorplans  feature standard living room and bedroom slide-out  sections and
are produced in 33 to 36 foot lengths. Suggested retail prices start at $52,000.
The Sea Breeze fifth-wheel trailer was introduced in 1995.

     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 $26,000. This product was introduced in 2001.

     Rage'n  Travel  Trailer.  The  Rage'n is a ramp  travel  trailer  with both
conventional and fifth-wheel  floorplans and contains cargo capacity for hauling
ATVs or small  watercraft.  Suggested  retail  prices  for the  Rage'n  start at
$16,000. This product was introduced in 2000.

     Splash Travel  Trailer.  The Splash is an  entry-level  travel trailer with
both  conventional and fifth-wheel  floorplans.  Suggested retail prices for the
Splash start at $12,000. This product line debuted in 2000.

Planned Product Introductions and Discontinuations

     During 2002,  the Company  plans to  introduce  new  floorplans  and lounge
slides in its existing  products to target  certain market niches not previously
represented. Also, the Company plans to increase its paint capacity, to increase
its offering of NRV painted diesel products, as well as to expand its production
and use of DynoMax chassis for certain NRV products. In addition, the Company is
discontinuing  its luxury  Prevost  bus  conversion  business  in order to focus
additional  Junction City facility resources on the manufacturing of entry-level
luxury motorcoaches.  The limited  profitability and declining volume of the bus
conversions,  and the need to maximize limited manufacturing capacity to fulfill
the stronger demand for CCI's more profitable  luxury coaches all contributed to
this decision.

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Distribution and Marketing

     The Company  markets NRV products  through a network of  approximately  110
class A and 78 towable dealer  locations in 39 states and Canada.  These dealers
generally carry all or a portion of NRV's product lines along with  competitors'
products.  The Company  markets CCI products  through 21 dealer  locations in 14
states.  Overall, the Company markets its NRV and CCI products through a network
of  approximately  172 distinct  dealer  locations in 40 states and Canada.  CCI
utilizes a limited dealer network for its Highline motorhomes due to the selling
expertise   required   and  the   tendency   of  Highline   customers   to  make
destination-type  purchases,  meaning  show,  rally and RV park  purchases.  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  visits to dealers,
attendance at industry shows,  direct mail  promotions,  corporate  newsletters,
press releases,  trade and consumer magazine advertising,  RV owner rallies, 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 monthly or  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.

     Substantially  all of the  Company's  motorhome  sales  are  made on  terms
requiring  payment  within 15 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  provide that the Company is required to
repurchase  a unit after the unit is financed and if the "floor plan" lender has
repossessed the 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, 2001,
the Company's  contingent  liability  under these  agreements was  approximately
$98.5  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.

                                       10
<PAGE>

     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 deferral 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.  In January  2001,  NRV  completed the
acquisition  of a 10-bay  service  and parts  distribution  center in  Lakeland,
Florida.  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  409,000 square feet
located on approximately 69 acres in Junction City.

     The Company's vehicles are built by integrating  manufacturing and assembly
line  processes.  The Company has  designed  and built its own  fabricating  and
assembly  equipment  and molds for a  substantial  portion of its  manufacturing
processes.  The Company  believes that its vertically  integrated  manufacturing
systems and processes, which it has developed,  enable it to efficiently 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  generally  operates  one  production  shift for most  assembly
activities. However, certain support activities operate multiple shifts.

     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.

                                       11
<PAGE>

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 $6,195,000, $5,973,000, and $4,087,000
for the years ended  December 31, 2001,  2000 and 1999,  respectively,  of which
research  and  development  expenses  alone  were  $1,721,000,  $2,161,000,  and
$1,603,000, respectively.

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 from the 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.  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. In the event of such  termination,  the Company may incur
certain  financing  and other costs in order to  maintain an adequate  supply of
chassis. The Company generally maintains a one to two month production supply of
a 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 adversely affected.  The industry,
as a whole, from time to time experiences short-term shortages of chassis.

Backlog

     The  Company's  backlog of orders was $80.1 million as of March 1, 2002 and
$62.3  million  as  of  March  1,  2001.  All  backlog  orders  are  subject  to
cancellation  or  postponement.  To the extent not  canceled or  postponed,  the
Company expects that its backlog as of March 1, 2002 will be filled within 45 to
90 days.

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  55.9%  and  52.7%  of  total  retail  units  sold in the  Class A
motorhome market during 2001 and 2000, 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 sales increased from 1.9% in 1992 to 3.4% in 1993, 4.0% in 1994, 4.2% in
1995,  6.1% in 1996,  7.8% in 1997, 8.2% in 1998, 8.2% in 1999, and decreased to
7.4% in 2000 and 6.7% in 2001.

                                       12
<PAGE>

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") and the
safety standards for RVs and components that have been promulgated thereunder by
the  Department of  Transportation.  Certain  states  require  approval of coach
designs and provide tags proving compliance before coaches can be sold into that
state. The Company  complies with these reviews where needed.  The Motor Vehicle
Act authorizes the National Highway Traffic Safety  Administration  ("NHTSA") to
require a  manufacturer  to recall  and repair  vehicles  that  contain  certain
hazards or  defects.  The  Company  has from time to time  instituted  voluntary
recalls of certain  motorhome units.  Future recalls of the Company's  vehicles,
voluntary or involuntary,  could have a material  adverse effect on the Company.
The Company is also subject to federal and numerous  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.

                                       13
<PAGE>

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 certain other
specified  components  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  facility  or any of its dealers or other  authorized  service
centers. The warranty terms are as follows:
        o CCI motorhomes - One year
        o NRV motorhomes - One year or 18,000 miles
        o DynoMax chassis - Two years
        o Travel trailers - Two years
        o Fifth wheels - Limited one-year/five-year
        o CCI Structural welding - Five years or 50,000 miles

     The  Company's  warranty  reserve was $13.0  million at December  31, 2001,
which the Company believes is sufficient to cover warranty claims.

Intellectual Property

     NRV's Dolphin, DuraFrame, Islander, Marlin, Palisades, Sea Breeze, Sea View
National R.V. (Logo), Sea View, Surf Side, Tradewinds, and Tropi-Cal trademarks,
and CCI's Affinity,  Allure,  Concept,  Country Camper,  Country Coach,  Country
Coach Destinations, DynoMax, Great Room, Intrigue, Magna, and Max trademarks are
registered  with the United States Patent and Trademark  Office and are material
to the  Company's  business.  In  addition,  the  Company has two patents for RV
subfloors and exterior doors.

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.  To date,  aggregate  costs to the  Company  for  product  liability
actions have not been material.

Employees

     As of February 25, 2002, the Company  employed a total of 1,854 people,  of
which  1,647  were  involved  in  manufacturing,  54  in  administration,  81 in
research,  development and engineering,  and 72 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.  In January  2001,  NRV  completed the
acquisition  of a 10-bay  service  and parts  distribution  center in  Lakeland,
Florida.  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  409,000 square feet
located  on  approximately  69  acres  in  Junction  City.  A  portion  of CCI's
facilities  representing  298,000 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).

                                       14
<PAGE>

     The Company  believes that present  facilities  are well  maintained and in
good  condition.  The  plants  are  currently  operating  at  approximately  60%
capacity.

Item 3.  Legal Proceedings

     In addition to routine  litigation  and claims  incidental to the Company's
business,  on August 24, 1999, four former sales representatives of NRV sued NRV
in Riverside County,  California Superior Court asserting age discrimination and
related claims  arising out of their  employment  with NRV. The four  plaintiffs
seek unspecified amounts for wages from the date of separation to an unspecified
future date,  punitive  damages and  attorney's  fees. On November 9, 1999,  the
Company  filed  an  answer  denying  the  allegations   and  asserting   various
affirmative  defenses  thereto.  The Company  intends to continue to defend this
matter vigorously. An ultimate adverse decision against the Company could have a
material adverse impact on the Company's financial condition.

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

     None.



                                       15
<PAGE>


                                     PART II

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

     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.  From  September  30, 1993 to December  13, 1998,  the stock
traded on the Nasdaq National Market under the symbol NRVH.  Prior to that time,
there was no public market for the Common Stock.

                2001                                 High          Low
                ----                                 ----          ---
         First Quarter                             $ 13.78      $  8.42
         Second Quarter                              15.10         7.94
         Third Quarter                               15.10         8.50
         Fourth Quarter                              10.14         7.80

                2000                                 High          Low
                ----                                 ----          ---
         First Quarter                             $ 19.63      $ 12.63
         Second Quarter                              16.31         8.13
         Third Quarter                               10.75         8.00
         Fourth Quarter                              11.69         7.75

     On March 1, 2002, the last reported sales price for the Common Stock quoted
on the New York Stock Exchange was $10.00 per share. As of March 1, 2002,  there
were  approximately  82 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  agreement with Bank of America,  N.A. does
not  restrict  the  declaration  and  payment of  dividends.  See  "Management's
Discussion  and  Analysis of  Financial  Condition  and Results of  Operations -
Liquidity and Capital Resources." However,  future credit facilities,  which the
Company may enter into,  may  restrict  the  Company  for  declaring  and paying
dividends.

Item 6.  Selected Financial Data

     The  following  selected  consolidated  financial  data  are  qualified  by
reference to, and 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.  The selected  income  statement  data for the years ended  December 31,
2001, 2000 and 1999 and the selected  balance sheet data as of December 31, 2001
and  2000  are  derived  from  the  Company's  audited  consolidated   financial
statements that are included  elsewhere  herein.  The selected income  statement
data for the years ended December 31, 1998 and 1997 along with the balance sheet
data as of  December  31,  1999,  1998  and 1997 are  derived  from the  audited
consolidated financial statements of the Company which are not included herein.

                                       16
<PAGE>

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

                                         Years Ended December 31,
                           -----------------------------------------------------
                            2001        2000       1999       1998       1997
                           ------      ------     ------     ------     ------
Operations Data:
Net sales .............  $ 280,015   $ 348,846   $419,421  $ 360,326  $ 285,951
Cost of sales .........    275,648     308,216    348,592    302,098    245,763
  Gross profit ........      4,367      40,630     70,829     58,228     40,188
Selling expenses ......     14,068      14,111     11,437     11,154      9,518
General and admin-
  istrative expenses ..      8,765       9,138      7,214      6,586      5,649
Amortization of
  intangibles .........        413         413        413        413        413
  Operating (loss)
    income ............    (18,879)     16,968     51,765     40,075     24,608
Interest (income)
  expense, net ........       (420)     (1,200)    (1,379)      (280)       222
Other financing
  related costs .......         -           -          -         213        113
Loss (gain) on
  disposal of land
  and equipment .......        (71)        135       (432)        -          -
  (Loss) income before
    income taxes and
    cumulative effect
    of change in
    accounting
    principle .........    (18,388)     18,033     53,576     40,142     24,273
(Benefit) provision
  for income taxes ....     (6,927)      6,864     20,625     16,033      9,767
  (Loss) income before
    cumulative effect
    of accounting
    change ............    (11,461)     11,169     32,951     24,109     14,506
Cumulative effect of
  change in accounting
  principle,
  net of tax ..........         -       (1,213)        -          -          -
  Net (loss) income ...  $ (11,461)   $  9,956   $ 32,951   $ 24,109   $ 14,506

Basic (loss) earnings
  per common share:
  (Loss) income before
    cumulative effect
    of accounting
    change ............   $  (1.18)   $   1.14    $  3.16    $  2.35    $  1.55
  Cumulative effect of
    accounting change .         -        (0.12)        -          -          -
    Net (loss) income .   $  (1.18)   $   1.02    $  3.16    $  2.35    $  1.55
Diluted (loss) earnings
  per common share:
  (Loss) income before
    cumulative effect
    of accounting
    change ............   $  (1.18)   $   1.11    $  2.95    $  2.11    $  1.40
  Cumulative effect of
    accounting change .         -        (0.12)        -          -          -
    Net (loss) income .   $  (1.18)   $   0.99    $  2.95    $  2.11    $  1.40

Weighted average number
  of common shares
  outstanding:
  Basic ...............      9,683       9,743     10,430     10,263      9,365
  Diluted .............      9,683      10,086     11,178     11,423     10,390

Other Data:
Class A units sold ....      1,957       2,852      3,951      3,652      3,039
Travel Trailers sold ..      1,400         553        431        410        258

                                                December 31,
                            2001        2000       1999       1998       1997
                           ------      ------     ------     ------     ------
Balance Sheet Data:
Total assets ..........  $ 163,094   $ 155,674   $159,214  $ 117,739  $  87,204
Working capital .......     65,529      76,063     91,916     63,480     39,271
Long-term debt ........         43          64         84      1,700      6,703
Stockholders' equity ..    114,412     125,293    130,566     94,489     60,958

                                       17
<PAGE>

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

     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.

Critical Accounting Policies

Financial  Reporting  Release  No.  60,  which  was  recently  released  by  the
Securities  and  Exchange  Commission,  requires  all  companies  to  include  a
discussion of critical accounting policies or methods used in the preparation of
financial  statements.  Note  1 of  the  Notes  to  the  Consolidated  Financial
Statements includes a summary of the significant accounting policies and methods
used in the preparation of the Company's Consolidated Financial Statements.  The
following is a brief  discussion  of the more critical  accounting  policies and
methods used by the Company.

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  and  intangibles,
including  goodwill,  in relation to estimates of future undiscounted cash flows
of the underlying business, which are based on judgment and assumptions.

Warranty.  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.  Beginning with the year 2000, motorhome and towables sales
are recorded by the Company when  accepted by the dealer rather than at the time
of shipment as in prior years.  This change in accounting  principle was made to
implement SEC Staff Accounting  Bulletin No. 101 (SAB 101), as amended.  SAB 101
requires that four basic  criteria must be met before revenue can be recognized:
(1) persuasive  evidence of an arrangement  exists; (2) delivery has occurred or
services rendered; (3) the fee is fixed and determinable; and (4) collectibility
is  reasonably  assured.  Should  changes  in  conditions  cause  management  to
determine  these criteria are not met for certain future  transactions,  revenue
recognized for any reporting period could be adversely affected.

                                       18
<PAGE>

Legal   Proceedings.   The  Company  is  currently  involved  in  certain  legal
proceedings  and  has  accrued  its  estimate  of the  probable  costs  for  the
resolution of these claims.  This  estimate has been  developed in  consultation
with outside  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.  In addition to routine  litigation and
claims  incidental to the Company's  business,  on August 24, 1999,  four former
sales  representatives of NRV sued NRV in Riverside County,  California Superior
Court  asserting  age  discrimination  and related  claims  arising out of their
employment with NRV. The four plaintiffs seek unspecified amounts for wages from
the date of  separation  to an  unspecified  future date,  punitive  damages and
attorney's  fees. On November 9, 1999,  the Company filed an answer  denying the
allegations and asserting  various  affirmative  defenses  thereto.  The Company
intends to  continue  to defend this  matter  vigorously.  An  ultimate  adverse
decision  against  the  Company  could  have a  material  adverse  impact on the
Company's financial condition.

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
Statement of Income:

                                                 Percentage of Net Sales
                                                 Years Ended December 31,
                                               ----------------------------
                                                 2001      2000      1999
                                               --------  --------  --------
Net sales ..................................     100.0%    100.0%    100.0%
Cost of sales ..............................      98.5      88.4      83.1
                                                 -----     -----     -----
Gross profit ...............................       1.5      11.6      16.9
Selling ....................................       5.0       4.0       2.8
General and administrative .................       3.1       2.6       1.7
Amortization of intangibles ................       0.1       0.1       0.1
                                                 -----     -----     -----
Operating (loss) income ....................      (6.7)      4.9      12.3
Interest (income) ..........................      (0.2)     (0.3)     (0.3)
Other ......................................       0.0       0.0      (0.2)
                                                 -----     -----     -----
(Loss) income before income taxes and
  cumulative effect of change in accounting
  method ...................................      (6.5)      5.2      12.8
(Benefit) provision for income taxes .......      (2.4)      2.0       4.9
                                                 -----     -----     -----
(Loss) income before cumulative effect of
  change in accounting method ..............      (4.1)      3.2       7.9
Cumulative effect of change in accounting
  method ...................................        -       (0.3)       -
                                                 -----     -----     -----
Net (loss) income ..........................      (4.1)      2.9       7.9
                                                 -----     -----     -----

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

     Net sales in 2001 decreased by $68.8 million to $280.0  million,  or 19.7%,
from  $348.8  million in 2000.  The decline in sales  reflects an  industry-wide
slowdown in consumer demand for  recreational  vehicles.  NRV's sales of Class A
motorhomes  decreased 792 units,  or 34.7%,  in 2001 to 1,489 units  compared to
2,281 units in 2000,  while the average sales price  increased 4.0%. The decline
in unit sales during 2001 was partially  due to the Company's  inability to meet
demand for its painted diesel coaches due to restraints on paint capacity. CCI's
unit sales  decreased 103 units,  or 18.0%, in 2001 to 468 units compared to 571
units in 2000,  while the average price of these units increased 5.5%.  Sales of
travel trailers  increased 847 units, or 153.2%, in 2001 to 1,400 units compared
to 553 units in 2000,  while the average  sales price of these  travel  trailers
decreased  33.9%.  The  increase  in unit sales and  decrease  in average  price
reflects NRV's offering of additional entry-level towable products in 2001.

                                       19
<PAGE>

     Cost of goods sold in 2001 decreased by $32.6 million to $275.6 million, or
10.6%, from $308.2 million in 2000 resulting primarily from decreased net sales.
Gross profit margin was 1.6% in 2001 compared to 11.6% in 2000. The decrease was
due to: i)  manufacturing  inefficiencies  attributable  to operating at reduced
production  levels and NRV's  switch to paint on all diesel  products,  ii) high
discounts and rebates as manufacturers and dealers continued to adjust inventory
levels to lower sales levels,  and iii)  increased  warranty  expense  including
expanded warranty reserves and recalls.

     Selling expenses in 2001 and 2000 were relatively flat at $14.1 million. As
a percentage of net sales,  selling expenses increased to 5.0% in 2001 from 4.0%
in 2000 due to lower sales over which to spread the fixed selling expenses.

     General and  administrative  expenses in 2001  decreased by $0.3 million to
$8.8 million,  or 3.3%, from $9.1 million in 2000. As a percentage of net sales,
general and administrative  expenses increased to 3.1% in 2001 from 2.6% in 2000
due to lower  sales over which to spread the fixed  general  and  administrative
expenses.

     Amortization of intangibles was $0.4 million in 2001 and 2000.

     As a result of the  foregoing,  2001 resulted in an operating loss of $18.9
million,  compared to operating income of $17.0 million in 2000. As a percentage
of net sales,  operating  loss was (6.7)% in 2001 compared  with 2000  operating
income, which represented 4.9% of 2000 net sales.

     Other income, which includes net interest income, decreased by $0.6 million
to $0.5 million in 2001 from $1.1 million in 2000.

     Benefit  for  income  taxes  in  2001  was  $6.9  million,  reflecting  tax
recoveries from the carryback of current year losses, while provision for income
taxes in 2000 was $6.9  million,  representing  a $13.8  million  decrease.  The
effective tax rate in 2001 was 37.7% compared to 38.1% in 2000.

     In 2000,  the Company  recorded a one-time  adjustment  for the  cumulative
effect of change in accounting  method on prior years'  earnings  related to the
timing of revenue  recognition.  The impact of this  adjustment on 2000 earnings
was $1.2 million.

     Based  on the  above,  2001  resulted  in a net  loss of  $(11.5)  million,
compared to net income of $10.0 million in 2000, a decrease of $21.5 million. As
a percentage of net sales,  net loss was (4.1)% in 2001,  compared with 2000 net
income, which represented 2.9% of 2000 net sales.

                                       20
<PAGE>

Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

     Net sales in 2000 decreased by $70.6 million to $348.8  million,  or 16.8%,
from  $419.4  million in 1999.  The decline in sales  reflects an  industry-wide
slowdown in consumer demand for  recreational  vehicles.  NRV's sales of Class A
motorhomes  decreased  1,052 units,  or 32%, in 2000 to 2,281 units  compared to
3,333 units in 1999, and the average sales price increased 7% reflecting a shift
in  demand  to   higher-priced   motorhomes   with  slide-out   rooms  and  more
diesel-pusher  motorhome  sales.  CCI's unit sales decreased 47 units, or 8%, in
2000 to 571 units  compared  to 618 units in 1999,  while the  average  price of
these units increased just 1%. Sales of travel trailers  increased 122 units, or
28%, in 2000 to 553 units compared to 431 units in 1999, while the average sales
price of these  travel  trailers  decreased  20%. The increase in unit sales and
decrease in average  price  reflects  NRV's entry into the  entry-level  towable
market in 2000.

     Cost of goods sold in 2000 decreased by $40.4 million to $308.2 million, or
11.6%, from $348.6 million in 1999 resulting primarily from decreased net sales.
Gross profit  margin was 11.6% in 2000  compared to 16.9% in 1999.  The decrease
was primarily due to a high discounts and rebates as  manufacturers  and dealers
endeavored  to  adjust  inventory  levels  to  lower  levels  of  sales,  and to
manufacturing  inefficiencies  attributable  to operating at reduced  production
levels.

     Selling  expenses in 2000  increased by $2.7 million to $14.1  million,  or
24%,  from $11.4  million in 1999  primarily  due to the  increased  promotional
costs. As a percentage of net sales,  selling expenses increased to 4.0% in 2000
from 2.8% in 1999.

     General and  administrative  expenses in 2000  increased by $1.9 million to
$9.1 million,  or 27%, from $7.2 million in 1999. The increase was primarily due
to an increase in  administrative  and technology  costs. As a percentage of net
sales,  general and administrative  expenses increased to 2.6% in 2000 from 1.7%
in 1999.

     Amortization of intangibles was $0.4 million in 2000 and 1999.

     As a result of the foregoing,  operating  income in 2000 decreased by $34.8
million,  or 67.2%, to $17.0 million from $51.8 million in 1999. As a percentage
of net sales, operating income decreased to 4.9% in 2000 from 12.3% in 1999.

     Other income, which includes net interest income, decreased by $0.7 million
to $1.1 million in 2000 from $1.8 million in 1999.

     Provision  for  income  taxes in 2000 and 1999 was $6.9  million  and $20.6
million, respectively,  representing a $13.7 million decrease. The effective tax
rate in 2000 was 38.1% compared to 38.5% in 1999.

     The Company  recorded a one-time  adjustment for the  cumulative  effect of
change in accounting  method on prior years'  earnings  related to the timing of
revenue  recognition.  The impact of this  adjustment  on 2000 earnings was $1.2
million.

                                       21
<PAGE>

     Based on the above, net income decreased $23.0 million,  or 69.7%, to $10.0
million from $33.0  million in 1999.  As a percentage  of net sales,  net income
decreased to 2.9% from 7.9% in 1999.

Liquidity and Capital Resources

     During 2001,  the Company  financed its  operations  primarily  through its
existing working capital.  At December 31, 2001, the Company had working capital
of $65.5 million  compared to $76.1 million at December 31, 2000.  This decrease
of $10.6 million was primarily  due to a $16.7 million  decrease in cash,  and a
$16.9 million increase in accounts payable,  partially offset by a $21.7 million
increase in inventory.  Net cash used in operating  activities was $12.6 million
for the year ended December 31, 2001.

     During  the year  ended  December  31,  2001,  net cash  used in  investing
activities  was $4.5 million  related almost  entirely to capital  expenditures,
with approximately $2.1 million of the total relating to the purchase of the new
service facility in Lakeland, Florida.

     During the twelve  months ended  December 31,  2001,  net cash  provided by
financing activities was $0.5 million,  mainly due to the proceeds from issuance
of common stock.

     As of December 31,  2001,  the Company had  short-term  debt of $20,000 and
long-term debt of $43,000.

     For the year ended  December 31, 2001,  the Company  incurred a net loss of
$(11.5)  million  resulting in negative cash flows from operating  activities of
$(12.6) million and a reduction to working capital of $(10.5)  million.  The net
loss was mainly  attributable to: i) restraints on paint capacity (which limited
the sales of National RV brand diesel motorhomes),  ii) significant  discounting
to  wholesale  distributors,  iii)  increased  warranty  costs  and  iv)  excess
manufacturing capacity and related fixed costs caused by decreased volumes.

     The Company  has a revolving  credit  facility of  $9,977,356  with Bank of
America,  N.A. (BofA),  of which $4,977,356 is reserved for a  letter-of-credit,
required by the State of California,  serving as security for NRV's self-insured
workers' compensation program. The remaining $5,000,000 is available for general
corporate and working capital needs and capital  expenditures.  Amounts borrowed
under the revolving  credit facility bear interest at the bank's prime rate plus
4.0 percentage  points.  The credit facility  contains,  among other provisions,
certain financial covenants, including net worth and profitability.  At December
31, 2001, no amounts were outstanding under this facility;  however, the Company
was in default  with  certain  covenants of its loan  agreement  with BofA.  The
Company  obtained a waiver of default  from BofA as of  December  31, 2001 which
cures all defaults as of such date.  However,  the Company  expects that it will
not be in compliance with certain  financial  covenants  contained in the credit
facility as of the next measurement date, March 31, 2002. As a result,  BofA may
thereafter  restrict the Company from  borrowing any funds  available  under the
facility, and there can be no assurance that the Company will be able to utilize
the facility any longer. The Company is currently  investigating  other banks to
replace this revolving credit facility which expires on August 1, 2002.

                                       22
<PAGE>

     Losses in the third quarter of 2001 caused the above  referenced  revolving
credit  facility to be reduced from  $15,000,000.  The combination of restricted
credit availability, increases in certain categories of inventory and additional
losses in the fourth quarter of 2001 led to significant  cash  reductions in the
fourth  quarter of 2001 and the first quarter of 2002. The Company has addressed
the  liquidity  issue by  stretching  accounts  payable,  aggressively  pursuing
accounts  receivable  and reducing  inventories.  The Company has worked closely
with its vendors  during this time and expects to normalize  the age of accounts
payable  within  the  second  quarter.  The  Company is  currently  pursuing  an
alternative credit facility in the amount of $15,000,000.  However,  the Company
expects to minimize its borrowing against any such new credit facility.

     In  2002,  in order to  achieve  its  goals of  positive  cash  flows  from
operating activities, and a return to profitability,  the Company intends to: i)
complete the installation of additional paint booths within the first six months
of  2002,  ii)  significantly  reduce  future  price  discounting,  iii)  ensure
heightened  quality  assurance  procedures,  now in place, are being followed to
lessen  warranty  costs  and iv)  normalize  inventory  levels.  Even  with  the
Company's  current cash situation,  the Company believes that the combination of
internally  generated  funds and working  capital will be sufficient to meet the
Company's planned capital and operational  requirements for at least the next 12
months.

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 July 2001,  the Financial  Accounting  Standards  Board issued SFAS 142,
"Goodwill and Other  Intangible  Assets." SFAS 142, which changes the accounting
for goodwill from an amortization method to an impairment-only approach, will be
effective for fiscal years  beginning  after  December 15, 2001. The Company has
not  determined  the full impact that adoption of this Standard will have on its
consolidated  financial  statements.  However,  the Company does anticipate that
operating expenses will be reduced by approximately $413,000 per year due to the
discontinuance of goodwill amortization as required by the Standard.

     In June 2001,  the Financial  Accounting  Standards  Board issued SFAS 143,
"Accounting for Asset  Obligations."  SFAS 143 requires that the fair value of a
liability  for an asset  retirement  obligation  be  recognized in the period in
which  it is  incurred  and that  the  associated  asset  retirement  costs  are
capitalized  as  part  of the  carrying  amount  of the  long-lived  asset.  The
Statement  is  effective  for fiscal years  beginning  after June 15, 2001.  The
Company has not  determined  the impact that adoption of this standard will have
on its consolidated financial statements.

                                       23
<PAGE>

     In August 2001, the Financial  Accounting  Standards Board issued SFAS 144,
"Accounting  for the Impairment of Long-Lived  Assets." SFAS 144 supercedes SFAS
121, "Accounting for the Impairment of Long-Lived Assets to be Disposed of", and
APB Opinion 30,  "Reporting  Extraordinary,  Unusual and Infrequently  Occurring
Events and  Transactions"  and amends APB  Opinion 51,  "Consolidated  Financial
Statements."  This  Statement was issued to address the accounting for a segment
of a business accounted for as a discontinued operation under APB Opinion 30 and
to establish a single  accounting  model based on the framework  established  in
SFAS 121,  for  long-lived  assets to be disposed of by sale.  The  Statement is
effective  for  financial  statements  issued for fiscal years  beginning  after
December 15, 2001.  The Company has not  determined  the impact that adoption of
this standard will have on its consolidated financial statements.

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, factors set forth below. Additional
information  concerning risks and  uncertainties  may be identified from time to
time in the Company's filings with the Securities and Exchange  Commission (SEC)
and the Company's public  announcements,  copies of which are available from the
SEC or from the Company upon request.

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  and  expand
manufacturing  resources efficiently,  material shortages,  the introduction and
consumer  acceptance  of new models  offered by the  Company,  competition,  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 on its products may
decline in future periods to the extent the Company increases its sales of lower
gross  margin  towable  products or if the mix of motor  coaches  sold shifts to
lower gross margin  units.  Due to the  relatively  high  selling  prices of the
Company's  products (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.

     Cyclicality  and  Seasonality.  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.

                                       24
<PAGE>

     Dependence  on  Certain  Dealers  and  Concentration  of Dealers in Certain
Regions. For the year ended December 31, 2001, two dealers accounted for 13% and
11%,  respectively,  of the Company's annual net sales.  Also, the Company's top
ten dealers accounted for approximately 53%, 44% and 43% of the Company's annual
net sales during the years ended December 31, 2001, 2000 and 1999, 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 most
of 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. 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 common in the
industry,  the Company  enters into  repurchase  agreements  with the  financing
institutions  used by its dealers to finance their  purchases.  These agreements
obligate   the  Company  to  purchase  a  dealer's   inventory   under   certain
circumstances in the event of a default by the dealer to its lender. The risk of
loss,  however, is spread over many dealers and is further reduced by the resale
value of the RVs that the  Company  would be required  to  repurchase.  Although
losses under these  agreements  have not been  significant  in the past,  if the
Company were obligated to repurchase a significant  number of RVs in the future,
it could  result in  losses  and a  reduction  in new RV  sales.  The  Company's
contingent  obligations  under repurchase  agreements vary from period to period
and totaled approximately $98.5 million as of December 31, 2001.

     Competition.  The Company  competes  with numerous  manufacturers,  many of
which have  multiple  product  lines of RVs,  are larger and have  substantially
greater financial and other resources than the Company. According to Statistical
Surveys,  Inc., the two largest  motorhome  manufacturers  had sales aggregating
39.2% of  industry-wide  retail  unit sales of Class A  motorhomes  for the year
ended December 31, 2001. In addition,  sales of used RVs provide  competition to
RV manufacturers.

                                       25
<PAGE>

     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") and the safety  standards for RVs and  components  that have been
promulgated  thereunder by the Department of  Transportation.  The Motor Vehicle
Act authorizes the National Highway Traffic Safety  Administration  ("NHTSA") to
require a  manufacturer  to recall  and repair  vehicles  that  contain  certain
hazards or  defects.  The  Company  has from time to time  instituted  voluntary
recalls of certain  motorhome units.  Future recalls of the Company's  vehicles,
voluntary or involuntary,  could have a material  adverse effect on the Company.
The Company is also subject to federal and numerous  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.  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 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 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.

                                       26
<PAGE>

     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 effect on the Company.

     The California Energy Crisis. NRV's manufacturing facilities are located in
Southern California.  California has been experiencing an energy crisis that has
resulted  in  disruptions  in power  supply and  increases  in utility  costs to
consumers  and  businesses  throughout  the  State.  Should  the  energy  crisis
continue, NRV may experience power interruptions and shortages and be subject to
costs and manufacturing inefficiencies associated with temporarily shutting down
production.  Although NRV has not  experienced  any material  disruption  to its
business to date, if the energy  crisis  continues  and power  interruptions  or
shortages occur in the future, they may adversely affect the Company's business.

     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 matter.
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.

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.

                                       27
<PAGE>

Item 8.  Financial Statements and Supplementary Data

     The  information  required  by this  item  is  contained  in the  financial
statements  listed in Item  14(a)  under  the  caption  "Consolidated  Financial
Statements" and commencing on page F-1 of this Report.

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

     Not applicable.




                                       28
<PAGE>


                                    PART III

Item 10.  Directors and Officers of the Registrant

     The  information  required for this Item will be set forth in the Company's
definitive  Proxy  Statement for its 2002 Annual Meeting of  Stockholders  to be
filed with the Securities and Exchange  Commission not later than 120 days after
December 31, 2001, which information is incorporated herein by reference.

Item 11.  Executive Compensation

     The  information  required for this Item will be set forth in the Company's
definitive  Proxy  Statement for its 2002 Annual Meeting of  Stockholders  to be
filed with the Securities and Exchange  Commission not later than 120 days after
December 31, 2001, 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 2002 Annual Meeting of  Stockholders  to be
filed with the Securities and Exchange  Commission not later than 120 days after
December 31, 2001, 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 2002 Annual Meeting of  Stockholders  to be
filed with the Securities and Exchange  Commission not later than 120 days after
December 31, 2001, which information is incorporated herein by reference.



                                       29
<PAGE>


                                     PART IV

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

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

         1. Financial statements:
            Report of Independent Accountants................................32
            Consolidated Balance Sheets......................................33
            Consolidated Statements of Operations............................34
            Consolidated Statements of Cash Flows............................35
            Consolidated Statements of Stockholders' Equity..................36
            Notes to Consolidated Financial Statements.......................37

         2. Financial statement schedule
            Schedule II - Valuation and Qualifying Accounts................. 46
            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, as amended and restated.
            21.1 List of Subsidiaries. (6)
            23.1 Consent of PricewaterhouseCoopers LLP
            ---------------
            (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.

    (b)  Reports on Form 8-K:  None

                                       30
<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 22, 2002                     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             March 25, 2002
---------------------------
     Doy B. Henley

/s/ Bradley C. Albrechtsen      Chief Executive Officer           March 25, 2002
---------------------------       and President (Principal
     Bradley C. Albrechtsen       Executive Officer)

/s/ Mark D. Andersen            Chief Financial Officer           March 22, 2002
---------------------------       (Principal Accounting
     Mark D. Andersen             and Financial Officer)

/s/ Stephen M. Davis            Director and Secretary            March 26, 2002
---------------------------
     Stephen M. Davis

/s/ Neil H. Koffler             Director                          March 22, 2002
---------------------------
     Neil H. Koffler

/s/ Robert B. Lee               Director                          March 22, 2002
---------------------------
     Robert B. Lee

/s/ Greg McCaffery              Director                          March 25, 2002
---------------------------
     Greg McCaffery

/s/ Wayne M. Mertes             Director                          March 23, 2002
---------------------------
     Wayne M. Mertes


                                       31
<PAGE>


REPORT OF INDEPENDENT ACCOUNTANTS




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  14(a)(1)  on page 30  present  fairly,  in all  material
respects,  the  financial  position  of National  R.V.  Holdings,  Inc.  and its
subsidiaries at December 31, 2001 and 2000, and the results of their  operations
and their cash flows for each of the three  years in the period  ended  December
31, 2001, 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 14(a)(2) on page 30 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.


/s/ PricewaterhouseCoopers LLP


Irvine, California
February 1, 2002, except for Note 5,
as to which the date is March 26, 2002.


                                       32
<PAGE>

NATIONAL R.V. HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)

                                                              December 31,
                                                           2001          2000
                                                        ---------     ---------
                                 ASSETS
Current assets:
  Cash and cash equivalents ..........................  $      22     $  16,696
  Receivables, less allowance for doubtful
    accounts ($224 and $321, respectively) ...........     16,378        15,109
  Inventories ........................................     85,385        63,639
  Deferred income taxes ..............................      7,267         6,035
  Income taxes receivable ............................      6,688         1,964
  Prepaid expenses ...................................      1,647         2,100
                                                        ---------     ---------
    Total current assets .............................    117,387       105,543

Goodwill, net ........................................      6,126         6,539
Property, plant and equipment, net ...................     45,257        44,460
Other ................................................      1,012         1,096
                                                        ---------     ---------
                                                        $ 169,782     $ 157,638
                                                        =========     =========
                  LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Book overdraft .....................................  $     608     $      -
  Current portion of long-term debt ..................         20            20
  Accounts payable ...................................     29,480        12,550
  Accrued expenses ...................................     21,750        16,910
                                                        ---------     ---------
    Total current liabilities ........................     51,858        29,480

Deferred income taxes ................................      3,469         2,801
Long-term debt .......................................         43            64
                                                        ---------     ---------
Total liabilities ....................................     55,370        32,345
                                                        ---------     ---------
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, 9,718,025 and 10,595,536 issued
    and outstanding, respectively ....................         97           106
    Additional paid-in capital .......................     33,128        47,800
    Retained earnings ................................     81,187        92,648
    Less cost of treasury stock - 932,900 shares .....         -        (15,261)
                                                        ---------     ---------
      Total stockholders' equity .....................    114,412       125,293
                                                        ---------     ---------
                                                        $ 169,782     $ 157,638
                                                        =========     =========


                 See Notes to Consolidated Financial Statements

                                       33
<PAGE>

NATIONAL R.V. HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)

                                                  Year Ended December 31,
                                            -----------------------------------
                                               2001         2000         1999
                                            ---------    ---------    ---------
Net sales ................................  $ 280,015    $ 348,846    $ 419,421
Cost of goods sold .......................    275,648      308,216      348,592
                                            ---------    ---------    ---------
  Gross profit ...........................      4,367       40,630       70,829
                                            ---------    ---------    ---------
Selling expenses .........................     14,068       14,111       11,437
General and administrative expenses ......      8,765        9,138        7,214
Amortization of intangibles ..............        413          413          413
                                            ---------    ---------    ---------
  Total operating expenses ...............     23,246       23,662       19,064
                                            ---------    ---------    ---------
  Operating (loss) income ................    (18,879)      16,968       51,765

Interest income and other expense, net ...       (491)      (1,065)      (1,811)
                                            ---------    ---------    ---------
  (Loss) income before income taxes and
    cumulative effect of change in
    accounting principle .................    (18,388)      18,033       53,576
(Benefit) provision for income taxes .....     (6,927)       6,864       20,625
                                            ---------    ---------    ---------
  (Loss) income before cumulative effect
    of accounting change .................    (11,461)      11,169       32,951
  Cumulative effect of change in
    accounting principle, net of tax .....         -        (1,213)          -
                                            ---------    ---------    ---------
    Net (loss) income ....................  $ (11,461)   $   9,956    $  32,951
                                            =========    =========    =========
Earnings per common share:
Basic:
  (Loss) income before cumulative effect
    of accounting change .................  $   (1.18)   $    1.14    $    3.16
  Cumulative effect of accounting change .         -         (0.12)          -
                                            ---------    ---------    ---------
  Net (loss) income ......................  $   (1.18)   $    1.02    $    3.16
                                            =========    =========    =========
  Weighted average number of shares ......      9,683        9,743       10,430
                                            =========    =========    =========
Diluted:
  (Loss) income before cumulative effect
    of accounting change .................  $   (1.18)   $    1.11    $    2.95
  Cumulative effect of accounting change .         -         (0.12)          -
                                            ---------    ---------    ---------
  Net (loss) income ......................  $   (1.18)   $    0.99    $    2.95
                                            =========    =========    =========
  Weighted average number of shares ......      9,683       10,086       11,178
                                            =========    =========    =========




                 See Notes to Consolidated Financial Statements

                                       34
<PAGE>

NATIONAL R.V. HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

                                                  Year Ended December 31,
                                            -----------------------------------
                                               2001         2000         1999
                                            ---------    ---------    ---------

Cash flows from operating activities:
  Net (loss) income ......................  $ (11,461)   $   9,956    $  32,951
  Adjustments to reconcile net (loss)
    income to net cash (used in)
    provided by operating activities:
    Depreciation .........................      3,889        3,247        2,463
    Amortization of intangibles ..........        413          413          413
    (Gain) loss on asset disposal ........        (71)         136         (463)
    Tax benefit related to exercise of
      stock options ......................         73           -         1,263
    Changes in assets and liabilities:
      (Increase) decrease in trade
        receivables ......................     (1,269)       7,364       (1,754)
      (Increase) decrease in inventories .    (21,746)       4,548      (21,355)
      Increase in income taxes receivable      (4,724)      (1,964)          -
      Decrease (increase) in prepaid
        expenses .........................        453         (661)        (630)
      Increase in book overdraft .........        608           -            -
      Increase in accounts payable .......     16,930        1,383        2,395
      Increase in accrued expenses .......      4,839        2,002        4,636
      Increase in net deferred income
        taxes ............................       (564)         (94)      (1,598)
                                            ---------    ---------    ---------
    Net cash (used in) provided by
      operating activities ...............    (12,630)      26,330       18,321
                                            ---------    ---------    ---------
Cash flows from investing activities:
  Decrease (increase) in other assets ....         84          (11)        (292)
  Capital expenditures ...................     (4,615)     (14,675)     (11,260)
  Return of investment in Dune Jet
    Services, LLP ........................         -            -         2,985
                                            ---------    ---------    ---------
    Net cash used in investing activities      (4,531)     (14,686)      (8,567)
                                            ---------    ---------    ---------
Cash flows from financing activities:
  Principal payments on long-term debt ...        (21)         (20)      (1,762)
  Proceeds from issuance of common stock .        508           32        1,863
  Purchase of treasury stock .............         -       (15,261)          -
                                            ---------    ---------    ---------
    Net cash provided by (used in)
      financing activities ...............        487      (15,249)         101
                                            ---------    ---------    ---------
  Net (decrease) increase in cash ........    (16,674)      (3,605)       9,855
  Cash, beginning of year ................     16,696       20,301       10,446
                                            ---------    ---------    ---------
  Cash, end of year ......................  $      22    $  16,696    $  20,301
                                            =========    =========    =========



                 See Notes to Consolidated Financial Statements

                                       35

<PAGE>

NATIONAL R.V. HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)

<TABLE>
<CAPTION>

                                              Common Stock                                       Treasury Stock
                           Preferred    -----------------------    Paid-In      Retained    -----------------------
                             Stock        Shares       Amount      Capital      Earnings      Shares       Amount        Total
                           ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------
<S>                        <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>
Balance, Dec. 31, 1998      $     -        10,323     $    103     $ 44,645     $ 49,741           -      $     -      $ 94,489
  Common stock issued
    under option plan ..                      266            3        1,857                                               1,860
  Common stock issued
    upon exercise of
    warrants ...........                       -            -             3                                                   3
  Tax benefit related
    to exercise of
    stock options ......                                              1,263                                               1,263
  Net income ...........                                                          32,951                                 32,951
                           ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------
Balance, Dec. 31, 1999            -        10,589          106       47,768       82,692           -            -       130,566
  Common stock issued
    under option plan ..                        7           -            32                                                  32
  Purchase of treasury
    stock ..............                                                 -                       (933)     (15,261)     (15,261)
  Net income ...........                                                           9,956                                  9,956
                           ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------
Balance, Dec. 31, 2000            -        10,596          106       47,800       92,648         (933)     (15,261)     125,293
  Common stock issued
    under option plan ..                       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
                           ==========   ==========   ==========   ==========   ==========   ==========   ==========   ==========

</TABLE>


                 See Notes to Consolidated Financial Statements

                                       36

<PAGE>

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

1. Summary of Significant Accounting Policies
National R.V. Holdings,  Inc. (the Company)  manufactures 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  Tradewinds, Dolphin, Sea Breeze, Islander, Palisades, Splash,
Rage'n and Blaze'n brand names and by CCI under brand  names including Affinity,
Allure, Intrigue, Lexa, Magna and Prevost by Country Coach.

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.   Actual  results  could  differ  from  those  estimates.
Management believes that the estimates included in the financial  statements are
reasonable  based on the  facts and  circumstances  known to them at the time of
preparation.

CONSOLIDATION
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.

CASH AND CASH EQUIVALENTS
Cash and  cash equivalents include deposits in banks and  short-term investments
with original maturities of three months or less.

INVENTORIES
Inventories  are  stated  at the  lower of cost  or market, with  cost generally
determined by the first-in, first-out (FIFO) method.

PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost, less accumulated depreciation.
Depreciation  is computed  using the  straight-line  method  over the  estimated
useful lives  of the assets ranging from 31 to 39 years for buildings and 5 to 7
years for machinery and equipment.

CONCENTRATION OF CREDIT RISK
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. For the year
ended December 31, 2001, two dealers accounted for 13% and 11%, respectively, of
the Company's  net sales. In addition, the Company's  top ten dealers  accounted
for approximately 53%, 44% and 43% of net sales for the years ended December 31,
2001, 2000 and 1999, respectively.  At December 31, 2001, two dealers  accounted
for 19% and 12%, respectively, of the Company's trade receivables.

LIQUIDITY AND CAPITAL RESOURCES
For the year ended December 31, 2001, the Company incurred a net loss of $(11.5)
million  resulting in negative  cash flows from operating  activities of $(12.6)
million and a  reduction to working capital of $(10.5) million. The net loss was
mainly attributable to: i) restraints on paint capacity (which limited the sales
of  National  RV  brand  diesel  motorhomes),  ii)  significant  discounting  to
wholesales  distributors,   iii)  increased  warranty  costs   and   iv)  excess
manufacturing capacity and related fixed costs caused by decreased volumes.

                                       37
<PAGE>

The  combination  of  restricted  credit  availability,   increases  in  certain
categories of inventory and additional  losses in the fourth quarter of 2001 led
to  significant  cash  reductions  in the  fourth  quarter of 2001 and the first
quarter of 2002.  The Company has addressed  the  liquidity  issue by stretching
accounts  payable,   aggressively  pursuing  accounts  receivable  and  reducing
inventories.  The Company has worked  closely with its vendors  during this time
and expects to normalize the age of accounts  payable within the second quarter.
In addition, the Company is currently pursuing an alternative credit facility in
the amount of $15,000,000 (see Note 5). However, the Company expects to minimize
its borrowing against that credit facility.

In 2002,  in order to achieve  its goals of positive  cash flows from  operating
activities,  and a return to profitability,  the Company intends to: i) complete
the installation of additional paint booths within the first six months of 2002,
ii)  significantly  reduce  future  price  discounting,  iii) ensure  heightened
quality  assurance  procedures,  now in  place,  are  being  followed  to lessen
warranty  costs and iv)  normalize  inventory  levels.  Even with the  Company's
current cash situation,  the Company believes that the combination of internally
generated  funds and working  capital will be  sufficient  to meet the Company's
planned capital and operational requirements for at least the next 12 months.

REVENUE RECOGNITION
Beginning  with the  year 2000,  sales are  recognized  by the  Company upon the
delivery and acceptance by dealers, provided the Company has received a purchase
order,  the price  is fixed  or determinable,  collectibility  of the  resulting
receivable  is  reasonably  assured  and  not  contingent on  subsequent resale,
returns are reasonably estimable and there are no remaining obligations.

AMORTIZATION OF INTANGIBLE ASSETS
Goodwill related to the acquisition of CCI during 1996 is being amortized on the
straight-line basis over a twenty-year period.

LONG-LIVED ASSETS
The Company  accounts for  the impairment  and disposition of long-lived assets,
such as goodwill, in accordance with Statement of Financial Accounting Standards
(SFAS)  No. 121,  "Accounting  for  the  Impairment  of  Long-Lived  Assets  and
Long-Lived  Assets  to  Be  Disposed  Of".  In  accordance  with  SFAS  No. 121,
long-lived assets to be held are reviewed for events or changes in circumstances
that indicate  that their  carrying value  may not be  recoverable. There was no
impairment of the value of such assets for the year ended December 31, 2001.

RESEARCH, DEVELOPMENT AND ENGINEERING EXPENSES
Research,  development  and  engineering  expenses are  charged to operations as
incurred and are included in cost of goods sold. Total research, development and
engineering expenses  were $6,195,000, $5,973,000, and $4,087,000 for  the years
ended  December 31, 2001, 2000 and 1999, respectively,  of  which  research  and
development   expenses   alone  were  $1,721,000,  $2,161,000,  and  $1,603,000,
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.

SEGMENTS
The Company operates in one reportable  segment:  the  manufacturing,  wholesale
distribution,  and service of recreational  vehicles.  The Company does not have
operations outside the United States.

                                       38
<PAGE>

RECENT  ACCOUNTING   PRONOUNCEMENTS  In  July  2001,  the  Financial  Accounting
Standards Board issued SFAS 142,  "Goodwill and Other  Intangible  Assets." SFAS
142, which changes the accounting for goodwill from an amortization method to an
impairment-only  approach,  will be effective for fiscal years  beginning  after
December 15, 2001.  The Company has not determined the full impact that adoption
of this Standard will have on its consolidated  financial  statements.  However,
the  Company  does  anticipate  that  operating  expenses  will  be  reduced  by
approximately   $413,000  per  year  due  to  the   discontinuance  of  goodwill
amortization as required by the Standard.

In June  2001,  the  Financial  Accounting  Standards  Board  issued  SFAS  143,
"Accounting for Asset  Obligations."  SFAS 143 requires that the fair value of a
liability  for an asset  retirement  obligation  be  recognized in the period in
which  it is  incurred  and that  the  associated  asset  retirement  costs  are
capitalized  as  part  of the  carrying  amount  of the  long-lived  asset.  The
Statement  is  effective  for fiscal years  beginning  after June 15, 2001.  The
Company has not  determined  the impact that adoption of this standard will have
on its consolidated financial statements.

In August  2001,  the  Financial  Accounting  Standards  Board  issued SFAS 144,
"Accounting  for the Impairment of Long-Lived  Assets." SFAS 144 supercedes SFAS
121, "Accounting for the Impairment of Long-Lived Assets to be Disposed of", and
APB Opinion 30,  "Reporting  Extraordinary,  Unusual and Infrequently  Occurring
Events and  Transactions"  and amends APB  Opinion 51,  "Consolidated  Financial
Statements."  This  Statement was issued to address the accounting for a segment
of a business accounted for as a discontinued operation under APB Opinion 30 and
to establish a single  accounting  model based on the framework  established  in
SFAS 121,  for  long-lived  assets to be disposed of by sale.  The  Statement is
effective  for  financial  statements  issued for fiscal years  beginning  after
December 15, 2001.  The Company has not  determined  the impact that adoption of
this standard will have on its consolidated financial statements.

INCOME (LOSS) PER SHARE
Basic  earnings per share  is based upon  the weighted average  number of common
shares outstanding during a period. Diluted earnings per share is based upon the
weighted average number of common shares plus the incremental dilutive effect of
the securities convertible to Common Stock.

The  difference  in the shares  used to  determine  basic and  diluted EPS is as
follows:

                                        December 31, (in thousands)
                                      ------------------------------
                                        2001       2000       1999
                                      --------   --------   --------
      Shares used for basic .......      9,683      9,743     10,430
      Dilutive effect of:
        Stock options .............         -         342        743
        Warrants ..................         -           1          5
                                      --------   --------   --------
      Shares used for diluted .....      9,683     10,086     11,178
                                      ========   ========   ========

Stock options and warrants to purchase  297,851 common shares for the year ended
December 31, 2001 are not included in the  computation of diluted loss per share
for the year because the Company  reported a loss, and therefore,  the effect of
exercise would have been anti-dilutive.

                                       39
<PAGE>

2. Inventories
Inventories consist of the following:

                                               December 31,
                                              (in thousands)
                                          ----------------------
                                             2001        2000
                                          ----------  ----------
      Finished goods ..............        $ 21,525    $ 15,989
      Work-in-process .............          32,415      19,233
      Raw materials ...............          18,353      12,927
      Chassis .....................          13,092      15,490
                                          ----------  ----------
                                           $ 85,385    $ 63,639
                                          ==========  ==========

3.  Property, Plant and Equipment
Major classes of property, plant and equipment consist of the following:

                                               December 31,
                                              (in thousands)
                                          ----------------------
                                             2001        2000
                                          ----------  ----------
      Land ........................        $ 10,447    $  6,885
      Buildings ...................          25,409      26,593
      Machinery and equipment .....          17,264      15,529
      Office equipment ............           7,589       7,144
                                          ----------  ----------
                                             60,709      56,151
      Less accumulated depreciation         (15,452)    (11,691)
                                          ----------  ----------
        Property, plant and
          equipment, net ..........        $ 45,257    $ 44,460
                                          ==========  ==========

4.  Accrued Expenses
Accrued expenses consist of the following:

                                               December 31,
                                              (in thousands)
                                          ----------------------
                                             2001        2000
                                          ----------  ----------
      Workers' compensation
        self-insurance reserve ....        $  3,428    $  3,128
      Motorhome warranty reserve ..          13,016       9,861
      Payroll and other accrued
        expenses ..................           5,306       3,921
                                          ----------  ----------
                                           $ 21,750    $ 16,910
                                          ==========  ==========

5.  Debt and Credit Agreements
Debt consists of the following:

                                               December 31,
                                              (in thousands)
                                          ----------------------
                                             2001        2000
                                          ----------  ----------
      Note payable - City of
        Junction City, Oregon, 3%
        paid monthly through
        October 2004 ..............        $     63    $     83
      Less payments due within
        one year ..................             (20)        (20)
                                          ----------  ----------
                                           $     43    $     63
                                          ==========  ==========

Debt maturities over the remaining term of the note payable are $20,000 in 2002,
$22,000 in 2003 and $21,000 in 2004.

The Company has a revolving  credit facility of $9,977,356 with Bank of America,
N.A. (BofA), of which $4,977,356 is reserved for a letter-of-credit, required by
the State of California,  serving as security for NRV's  self-insured  workman's
compensation   program.  The  remaining  $5,000,000  is  available  for  general
corporate and working capital needs and capital  expenditures.  Amounts borrowed
under the revolving  credit facility bear interest at the bank's prime rate plus
4.0 percentage  points.  The credit facility  contains,  among other provisions,
certain financial covenants, including net worth and profitability.  At December
31, 2001, no amounts were outstanding under this facility;  however, the Company
was in default with certain  covenants of its loan agreement with BofA. On March
26, 2002, the Company  obtained a waiver of default from BofA as of December 31,
2001 which cures all defaults as of such date. However, the Company expects that
it will not be in compliance with certain financial  covenants  contained in the
credit facility as of the next  measurement  date,  March 31, 2002. As a result,
BofA may  thereafter  restrict the Company from  borrowing  any funds  available
under the facility,  and there can be no assurance that the Company will be able
to utilize the facility any longer. The Company is currently investigating other
banks to replace this revolving credit facility which expires on August 1, 2002.

                                       40
<PAGE>

6.  Income Taxes
The components of the (benefit) provision for income taxes were as follows:

                                           December 31, (in thousands)
                                         ------------------------------
                                           2001       2000       1999
                                         --------   --------   --------
      Currently (Refundable) Payable:
        Federal ......................   $ (5,263)  $  5,155   $ 18,942
        State ........................     (1,100)     1,803      3,281
                                         --------   --------   --------
                                           (6,363)     6,958     22,223
      Deferred:
        Federal ......................       (182)      (216)    (1,456)
        State ........................       (382)       122       (142)
                                         --------   --------   --------
                                             (564)       (94)    (1,598)
                                         --------   --------   --------
      Total (benefit) provision
        for income taxes .............   $ (6,927)  $  6,864   $ 20,625
                                         ========   ========   ========

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, 2001 and
2000 were as follows:

                                               December 31,
                                              (in thousands)
                                          ----------------------
                                             2001        2000
                                          ----------  ----------
      Accrued expenses ............        $  6,755    $  5,583
      State income taxes ..........             512         452
                                          ----------  ----------
        Deferred income
          tax assets ..............        $  7,267    $  6,035
                                          ==========  ==========

      Fixed assets ................        $  2,455    $  2,272
      Other .......................           1,014         529
                                          ----------  ----------
        Deferred income
          tax liabilities .........        $  3,469    $  2,801
                                          ==========  ==========

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

                                           December 31, (in thousands)
                                         ------------------------------
                                           2001       2000       1999
                                         --------   --------   --------
      Statutory rate .................     (35.0)%    35.0%       35.0%
      State taxes, net of federal
        benefit ......................      (4.6)      2.3         3.8
      Amortization of intangibles
        not deductible for
        income tax purposes ..........       0.8       2.3         0.7
      Disallowed state loss
        carryforwards ................       1.1        -           -
      Other ..........................        -       (1.5)       (1.0)
                                         --------   --------   --------
                                           (37.7)%    38.1%       38.5%
                                         ========   ========   ========

                                       41
<PAGE>

7.  Consolidated Statements of Cash Flows
The Company  follows  the  indirect method  of reporting  net  cash  flows  from
operating activities.  The Company  paid interest of $0.1 million in 2001 and no
interest in 2000 and 1999.  The Company  paid income taxes of $1.5 million, $8.9
million and $20.1 million in 2001, 2000 and 1999, respectively.


8.  Recourse on Dealer Financing
As is customary in the industry, the Company generally  agrees with its dealers'
lenders to  repurchase any unsold RVs if the dealers become insolvent within one
year of the purchase of such RVs.  Although the total contingent liability under
these  agreements  approximates  $98.5 million  at  December 31, 2001,  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.


9.  Commitments and Contingencies
In  addition  to routine  litigation  and claims  incidental  to  the  Company's
business, on August 24, 1999, four former  sales representatives of NRV sued NRV
in Riverside County, California Superior Court asserting  age discrimination and
related claims  arising out  of their  employment with NRV.  The four plaintiffs
seek unspecified amounts for wages from the date of separation to an unspecified
future date,  punitive damages  and  attorney's fees.  On November 9, 1999,  the
Company  filed  an  answer  denying  the  allegations  and   asserting   various
affirmative defenses thereto.  The Company  intends to  continue to  defend this
matter vigorously. An ultimate adverse decision against the Company could have a
material adverse impact on the Company's financial condition.

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

         2002 ...................      $  1,448
         2003 ...................         1,440
         2004 ...................         1,454
         2005 ...................         1,256
         2006 and thereafter ....            16
                                       --------
                                       $  5,614
                                       ========

10.  Stock Options and Warrants
The Company  has six fixed  option plans that reserve shares of common stock for
issuance to executives, key employees 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 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 $0.1
million in 2001 and $1.3 million in 1999.

                                       42
<PAGE>

No  compensation  cost  has been  recognized  for  these  fixed  options  in the
financial statements. Had compensation cost for the Company's stock option plans
and individual  option agreements been determined based on the fair value rather
than market value at the grant date for awards under those plans and agreements,
the  Company's  net (loss) and earnings per share would have been reduced to the
pro forma amounts indicated below:

                                             Year Ended December 31,
                                        (in thousands, except per share)
                                        --------------------------------
                                          2001        2000        1999
                                        --------    --------    --------
      Net (loss) income
        As reported .................   $(11,461)   $  9,956    $ 32,951
        Pro forma ...................    (12,984)      8,597      32,309

      Basic earnings per share
        As reported .................      (1.18)       1.02        3.16
        Pro forma ...................      (1.34)       0.88        3.10

      Diluted earnings per share
        As reported .................      (1.18)       0.99        2.95
        Pro forma ...................      (1.34)       0.85        2.89

The fair value of options  granted  during 2001 and 2000 were  estimated  on the
date of grant  using  Black-Scholes  option-pricing  model  with  the  following
weighted-average assumptions used for grants:

                                             Year Ended December 31,
                                        --------------------------------
                                          2001        2000        1999
                                        --------    --------    --------
      Dividend yield ................         0%          0%          0%
      Expected volatility ...........      46.0%       44.3%       44.3%
      Risk-free interest rate .......       4.6%        6.1%        5.6%
      Expected lives ................    4 years     4 years     5 years

Information  regarding  these option plans and option  agreements for 2001, 2000
and 1999 is as follows:

                                              Options        Weighted
                                            Outstanding       Average
                                           (in thousands)  Exercise Price
                                           --------------  --------------
      Outstanding at December 31, 1998           1,837        $   8.16
        Granted ......................             442           24.94
        Expired or canceled ..........             (26)           9.33
        Exercised ....................            (266)           8.61
                                           --------------  --------------
      Outstanding at December 31, 1999           1,987           11.85
        Granted ......................             403            8.50
        Expired or canceled ..........             (26)          21.11
        Exercised ....................              (7)           4.67
                                           --------------  --------------
      Outstanding at December 31, 2000           2,357           11.17
        Granted ......................             325           12.83
        Expired or canceled ..........            (272)          11.70
        Exercised ....................             (55)           9.67
                                           --------------  --------------
      Outstanding at December 31, 2001           2,355        $  11.39
                                           ==============  ==============

                                       43
<PAGE>

The  following  table   summarizes   information   concerning   outstanding  and
exercisable stock options as of December 31, 2001:

                              Options Outstanding           Options Exercisable
                      ------------------------------------ ---------------------
                                    Weighted
                         Number      Average    Weighted     Number    Weighted
                      Outstanding   Remaining    Average   Exercisable  Average
      Range of             (in     Contractual  Exercise      (in      Exercise
      Exercise Prices   thousands)    Life       Price     thousands)   Price
      --------------------------------------------------------------------------
      $ 2.67 - $ 4.61      446        2.47      $  3.47       446      $  3.47
      $ 8.50 - $ 9.33      593        4.16         8.86       365         9.08
      $10.08 - $10.08      608        4.22        10.08       608        10.08
      $12.83 - $12.83      314        4.70        12.83         8        12.83
      $24.94 - $26.81      394        2.56        24.99       267        25.02
                        ------                             ------
                         2,355        3.66      $ 11.39     1,694      $ 10.49
                        ======                             ======

The weighted  average fair value of options granted during 2001,  2000, and 1999
was $12.83, $3.57, and $10.04, respectively.

11.  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, 2001, 2000, and 1999, the Company  paid $1.27 million, $1.20
million, and $1.16 million, respectively, under  the lease agreement.  The lease
agreement calls for future payments  totaling approximately $5.0 million through
October 31, 2005.

In  September  1998,  the  Company  acquired,   for  $2.75  million,  a  limited
partnership interest in Dune Jet Services, L.P. (the "Partnership"),  a Delaware
limited  partnership  formed for the  purposes of  acquiring  and  operating  an
airplane for the partners'  business uses and for  third-party  charter  flights
(the "Aircraft").  The general partner of the Partnership was Dune Jet Services,
Inc. ("DJ Services"),  a Delaware corporation,  the sole stockholder of which is
the Company's former Chairman,  Mr. Gary Siegler. DJ Services  contributed $1.55
million for its general partnership interest and an additional $3.25 million for
a separate limited partnership  interest.  During 1999 the Aircraft was sold and
the Partnership was liquidated. The Company received $2,985,000 in the aggregate
from the Partnership  representing a return of its capital plus its share of the
gain  on the  sale of the  Aircraft,  after  expenses  of the  Partnership  were
allocated.

Heller Ehrman White & McAuliffe,  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 $199,000,  $112,000,  and $127,000
during the years ended December 31, 2001, 2000, and 1999, respectively.

                                       44
<PAGE>

12.  Cancellation of Treasury Stock
On  October 11, 2001,  the Company cancelled  all 932,900 shares  of its  common
stock held  as treasury stock.  The cancellation of the treasury stock, totaling
$15,261,050, reduced common stock and  additional paid-in capital, by $9,329 and
$15,251,721, respectively.

13.  Quarterly Consolidated Financial Data (unaudited)

                                                 2001 Quarter ended
                                         --------------------------------------
                                            (in thousands except share data)
                                         --------------------------------------
                                         March 31   June 30  Sept. 30   Dec. 31
                                         --------  --------  --------  --------
Net sales .........................      $ 62,380  $ 81,021  $ 66,901  $ 69,713
Gross profit (loss) ...............         2,193     5,548    (3,494)      120
Net (loss) income .................        (1,895)      126    (6,104)   (3,589)
(Loss) earnings per common share
  - basic .........................      $  (0.20) $   0.01  $  (0.63) $  (0.37)
(Loss) earnings per common share
  - diluted .......................      $  (0.20) $   0.01  $  (0.63) $  (0.37)
Weighted average number of shares:
  Basic ...........................         9,663     9,663     9,688     9,718
  Diluted .........................         9,663     9,948     9,688     9,718


                                                 2000 Quarter ended
                                         --------------------------------------
                                            (in thousands except share data)
                                         --------------------------------------
                                         March 31   June 30  Sept. 30   Dec. 31
                                         --------  --------  --------  --------
Net sales .........................      $106,840  $ 77,726  $ 83,962  $ 80,318
Gross profit ......................        16,267     8,236     9,764     6,363
Income before cumulative effect
  of accounting change ............         6,682     1,663     2,473       351
Cumulative effect of accounting
  change ..........................        (1,213)       -         -         -
                                         --------  --------  --------  --------
Net income ........................      $  5,469  $  1,663  $  2,473  $    351
                                         ========  ========  ========  ========

Earnings per common share - basic:
Income before cumulative effect
  of accounting change ............      $   0.67  $   0.17  $   0.26  $   0.04
Cumulative effect of accounting
  change ..........................         (0.12)       -         -         -
                                         --------  --------  --------  --------
Net income ........................      $   0.55  $   0.17  $   0.26  $   0.04
                                         ========  ========  ========  ========

Earnings per common share - diluted:
Income before cumulative effect
  of accounting change ............      $   0.63  $   0.17  $   0.25  $   0.04
Cumulative effect of accounting
  change ..........................         (0.11)       -         -         -
                                         --------  --------  --------  --------
Net income ........................      $   0.52  $   0.17  $   0.25  $   0.04
                                         ========  ========  ========  ========

Weighted average number of shares:
  Basic ...........................        10,034     9,657     9,585     9,663
  Diluted .........................        10,544    10,044     9,847     9,859


                                       45
<PAGE>

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

             For the years ended December 31, 2001, 2000 and 1999

                                            Additions
                               Balance at   charged to                Balance at
                               beginning      costs                     end of
                               of period   and expenses  Deductions     period
                              -----------  -----------  -----------  -----------
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
  Motorhome warranty
    reserve ...............     9,861,000   18,459,000   15,304,000   13,016,000
                              -----------  -----------  -----------  -----------
                              $13,310,000  $21,457,000  $18,849,000  $15,918,000
                              ===========  ===========  ===========  ===========

Twelve months ended December 31, 2000
  Allowance for
    doubtful accounts .....   $   199,000  $   265,000  $   143,000  $   321,000
  Workers' compensation
    self-insurance reserve      2,428,000    3,259,000    2,559,000    3,128,000
  Motorhome warranty
    reserve ...............     7,754,000   17,521,000   15,414,000    9,861,000
                              -----------  -----------  -----------  -----------
                              $10,381,000  $21,045,000  $18,116,000  $13,310,000
                              ===========  ===========  ===========  ===========

Twelve months ended December 31, 1999
  Allowance for
    doubtful accounts .....   $   188,000  $    24,689  $    13,689  $   199,000
  Workers' compensation
    self-insurance reserve      1,494,000    3,394,969    2,460,969    2,428,000
  Motorhome warranty
    reserve ...............     5,824,000   13,325,525   11,395,525    7,754,000
                              -----------  -----------  -----------  -----------
                              $ 7,506,000  $16,745,183  $13,870,183  $10,381,000
                              ===========  ===========  ===========  ===========


                                     46