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 (FEE REQUIRED) OR [ ]TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
                      For the year ended December 31, 1998
                         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. [ ]

 Aggregate  market value (based upon the closing sale price) of the voting stock
held by  nonaffiliated  stockholders  of  Registrant  as of March  23,  1999 was
approximately $202,223,415.

 The number of shares outstanding of the Registrant's  common stock, as of March
23, 1999, was 10,356,972.

Documents Incorporated by Reference: Part III incorporates by reference portions
of the National R.V. Holdings,  Inc. Proxy Statement for the 1999 Annual Meeting
of Stockholders. 

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                                     PART I

Item 1.  Business of the Registrant

General

          National R.V.  Holdings,  Inc. (the  "Company") is one of the nation's
leading  manufacturers  of Class A motorhomes.  Through its National  R.V.,  Inc
("NRV")  subsidiary,  the Company  designs,  manufactures  and  markets  Class A
motorhomes and fifth-wheel  travel trailers under brand names including Dolphin,
Sea Breeze, Tropi-Cal, Tradewinds, and Sea View. Through its Country Coach, Inc.
("CCI")  subsidiary,  the Company  designs,  manufactures  and markets  high-end
(Highline)  Class A motorhomes and bus  conversions  under brand names including
Concept,  Affinity,  Magna,  Intrigue  and  Allure.  The  Company,  which  began
manufacturing  recreational  vehicles  ("RVs")  in 1964,  is the  fifth  largest
domestic  manufacturer of Class A motorhomes and sells its motorhomes  through a
network of 208 dealer locations in 38 states, Canada and Europe.

          The Company was incorporated in Delaware in 1988. NRV was incorporated
in California in 1970 and its predecessor was organized in 1964. 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

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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  $150,000.  Highline  motorhomes,  which  are a  subset  of  Class A
motorhomes, generally range in retail price from $160,000 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.

         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 which 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 1998 increased  15.0% to 292,700 from 254,500 in 1997. The
aggregate wholesale value of these 1998 shipments was $6.7 billion, with Class A
motorhomes  comprising $3.3 billion or 48.7% of the total and fifth-wheel travel
trailers  comprising $1.1 billion or 17.0% of the total. Unit shipments of Class
A motorhomes in 1998 increased  14.1% to 42,900 from 37,600 in 1997. The average
wholesale price of Class A motorhomes  increased in 1998 to $75,754 from $69,925
in 1997. Unit shipments of fifth-wheel travel trailers increased 7.0% in 1998 to
56,500 from 52,800 in 1997. The average  wholesale  price of fifth-wheel  travel
trailers increased in 1998 8.4% to $20,119 from $18,558 in 1997.

         While overall unit  shipments  have increased over the past five years,
the RV industry's manufacturing base has undergone a consolidation. Between 1992
and 1998, the number of Class A motorhome  manufacturers declined from 45 to 25.

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In addition,  during this period,  the aggregate  retail market share of the ten
largest Class A motorhome manufacturers increased from 82.5% to 92.5%.

         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  8.6 million  households (or 9.8% of all households) in the United
States owned RVs in 1997,  up from 8.2 million in 1993,  7.7 million in 1988 and
5.8 million in 1980. In addition, the study indicated that 67% of all current RV
owners  and 25% of all  former  RV owners  plan to  purchase  another  RV in the
future.  This study further  indicated  that 65% of RVs purchased are used (RVIA
and market share  statistics  reflect new product sales only) with more than 34%
of these used RVs older than 15 years.  The  eventual  scrappage  of these older
units is expected to result in an  increasing  proportion  of new product  sales
over the next ten years.

         Ownership of RVs reaches its highest level among those  Americans  aged
55 to 64, with 16.4% 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 8.0  million  households,  or 63% from 1997 to 2010 as
compared to total growth of 14.9 million households,  or 14.9%. 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;   (iv)  capitalizing  on  the  Company's

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<PAGE>

reputation to expand its presence in the Highline  market;  and (v)  identifying
and acquiring related businesses serving niche markets.

         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 twelve 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 $42,000 to
$1,000,000.  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.

         Expanded Manufacturing Capacity and Vertically Integrated Manufacturing
Processes.  The Company has expanded 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. In addition, 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, 1998,  the Company was the third largest  manufacturer  of Highline
motorhomes,  with approximately 14.8% of this market, up from 12.1% in 1997. The
Company is actively  seeking to expand its share of this market by  capitalizing
on its  established  reputation,  continuing  to  offer  superior  products  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.

                                       4
<PAGE>

         Identifying and Acquiring Related Businesses Serving Niche Markets.  As
illustrated  by the Company's 1996  acquisition  of Country  Coach,  the Company
plans to expand its  business  through  the  strategic  acquisition  of targeted
businesses  in the RV  industry  and  related  areas.  The  Company  will target
acquisitions which it believes will result in expansion of the Company's product
lines and/or enhancement of operating efficiencies.

Business

     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.  The  Company's  National  RV  subsidiary  currently
manufactures  Class A  motorhomes  under its  Dolphin,  Sea  Breeze,  Tropi-Cal,
Tradewinds,  Sea View and Surf Side brand names and a line of fifth-wheel travel
trailers under the Sea Breeze brand name. The Company's Country Coach subsidiary
currently manufactures Highline motorhomes under the Concept,  Affinity,  Magna,
Intrigue  and Allure  brand names and bus  conversions  under the Country  Coach
Prevost Conversion brand name.

         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.

         Country Coach Prevost Conversion.  Built on the 40' and 45' LeMirage XL
or the H3-45 VIP chassis, the Country Coach Prevost Conversion combines creative
floor plans with fully custom  interiors and stunning  one-of-a kind  exteriors.
Among its many features are computerized  touch pad switching,  computerized air
leveling,  and a voice  synthesized  monitoring  system.  Slide-out  floor plans
provide expanded living space in a conversion with every  imaginable  comfort or
amenity.  Suggested  retail prices start at $659,000.  The Country Coach Prevost
Conversion was introduced in 1979.

         Concept. Completely custom and all-electric,  the 40' and 45' wide-body
bus-style  Concept  is built from the ground up on the  DynoMax  chassis  and is
powered by a 500  horsepower  Detroit  Diesel  Series 60 engine.  The  Concept's
Pentium computer-driven digital dash features a Global Positioning System (GPS).
Alpha and  Omega  floorplans  incorporate  fully  custom  interior  schemes  and
Euro-styled  Vitricor or laminate  cabinetry.  Suggested  retail prices start at
$525,910. The Concept was introduced in 1988.

                                       5
<PAGE>

         Affinity. Built on the DynoMax chassis, the 38', 40' and new 42' models
feature the CAT 455 horsepower C-12 engine.  The wide-body,  bus-style  Affinity
offers 12 exterior  color  combinations  (or choose  custom  colors)  with seven
custom graphic  schemes.  Galley slide floor plans are  available.  Six designer
coordinated  interior  schemes (or  customize)  are  offered  with 13 floor plan
combinations.  The 42' Affinity  with a liftable tag axle and  dual-slide  floor
plan,  the Bed &  Breakfast,  debuted in the 1999 model year.  Suggested  retail
prices start at $361,200. The Affinity was introduced in 1991.

         Magna. In 36', 38' and 40' lengths,  the wide-body,  bus-style Magna is
built on the DynoMax diesel-powered chassis featuring the Cummins 350 horsepower
engine or CAT C-10 385 horsepower  engine.  Over 15 floor plan  combinations and
six designer  coordinated  interior  packages  (modify or completely  customize)
complement  the 12  exterior  color  combinations  (or  choose  custom  exterior
graphics).  Full size living room slides and new galley slides maximize interior
living.  Suggested retail prices start at $272,450.  The Magna was introduced in
1991.

         Intrigue.  The  wide-body,  bus-style  Intrigue,  in  32",  36' and 40'
lengths,  is built on the  DynoMax  chassis and is powered by the Cummins 330 or
350 horsepower  engine.  It features  custom crafted  cabinetry with three color
coordinated  interior packages and 23 floor plan arrangements.  Full size living
room slides and new galley slides are available.  Suggested  retail prices start
at $191,100. The Intrigue was introduced in 1994.

         Allure. This entry level wide-body Highline motorcoach, in 32', 36' and
40'  lengths,  is built on the  DynoMax  chassis.  The  Allure is powered by the
Cummins 275 or 330 horsepower engine and features painted  graphics,  clear coat
and  bus-style  aerodynamics.   Offering  three  designer  coordinated  interior
packages and 17 floor plan combinations,  the Allure is available with full size
living room slides and galley slides. Suggested retail prices start at $161,950.
The Allure was introduced in 1995.

         Tradewinds. The Tradewinds is available in three floorplans on a diesel
powered chassis. These models are full-basement wide-body, bus-style motorhomes.
All models have  automatic  slide-out  features  that expand the interior of the
motorhome and add  approximately 36 square feet of additional  living space. All
models are produced in 36 foot lengths and are available with a choice of oak or
walnut interiors. Suggested retail prices range from $145,000 to $147,000.

         Dolphin.  The Dolphin is available in seven floorplans on a gas-powered
chassis.  These models are full-basement  wide-body,  bus-style motorhomes.  All
models  have  automatic  slide-out  features  that  expand the  interior  of the
motorhome and add  approximately 36 square feet of additional  living space. The

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Dolphin models are produced in 33 to 37 foot lengths and have  suggested  retail
prices that range from $90,000 to $100,000.

         Tropi-Cal.  The Tropi-Cal is a wide-body  bus-style motorhome outfitted
similar to the Dolphin  with certain  distinct  features,  exterior  styling and
floorplans.  The  Tropi-Cal is available in seven  floorplans  on a  gas-powered
chassis and  produced  in 33 to 37 foot  lengths.  All models have an  automatic
slide-out   feature  that  expands  the  interior  of  the  motorhome  and  adds
approximately 36 square feet of additional living space.
Suggested retail prices range from approximately $93,000 to $104,000.

         Sea Breeze. The Sea Breeze is a moderately-priced, bus-style motorhome,
built on a  gas-powered  chassis.  The Sea  Breeze  has lower  exterior  height,
offering  partial  basement  storage.  A  premium  model is  produced  under the
"Limited" name and has as standard  features  Corian  countertops,  power heated
side-view mirrors, deluxe trim and heated water and waste holding tanks. The Sea
Breeze is produced in 29, 31 and 33 foot lengths.  Suggested retail prices range
from  approximately  $66,000 to $75,000.  The Sea Breeze was  introduced  in May
1992.

         Sea View. The Sea View is available in four floorplans on a gas-powered
chassis.  These models are full-basement  wide-body,  bus-style motorhomes.  All
models  have  automatic  slide-out  features  that  expand the  interior  of the
motorhome and add  approximately 36 square feet of additional  living space. The
Sea View models are produced in 31 to 34 foot lengths and have suggested  retail
prices that range from $82,000 to $87,000.

          Surf Side.  The Surf Side is  available in one  floorplan on a  
gas-powered  chassis.  This full-basement  wide-body,  bus-style motorhome is 31
feet long and has a suggested  retail price of $65,000.  

          Sea Breeze  Fifth-Wheel  Travel Trailer.  The Sea Breeze fifth-wheel 
travel  trailer  comes in eight  floorplans  equipped  similar  to a Sea  Breeze
motorhome.  All floorplans  feature  standard living room and bedroom  slide-out
sections  and are produced in 29 to 37 foot  lengths.  Suggested  retail  prices
range from $42,000 to $51,000.

     Planned Product Introductions

         During 1999, NRV will develop a 40 foot Highline galley slide motorhome
built on a Country  Coach DynoMax  chassis with a retail price of  approximately
$200,000.  A new  Tradewinds  model will be  developed on a Spartan  chassis.  A
slide-out floorplan will be developed in the narrow-body Sea Breeze line.

         During 1999, CCI will develop a new  generation  Prevost bus conversion
with a "double-slide" floorplan.

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     Distribution and Marketing

         The  Company  markets  NRV  products  through a network  of 188  dealer
locations in 38 states,  Canada and Europe. These dealers generally carry all or
a portion of NRV's product lines along with competitors'  products.  The Company
markets CCI products through 20 dealer locations.  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.  The
Company  believes that each of the CCI dealers has  significant  experience with
top-of-the-line products and has demonstrated high standards for service.

         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 and RV owner rallies.
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  Dolphin  and  Country  Coach  International  clubs  for  owners of the
Company's products.  The clubs publish newsletters and magazines 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, 1998,
the Company's  contingent  liability  under these  agreements was  approximately
$88.3  million.  The risk of loss under such  agreements is spread over numerous
dealers and lenders and is further reduced by the resale value of the motorhomes
the Company would be required to  repurchase.  The Company's  losses under these
agreements have not been material in the past.

          Many  finance   companies  and  banks  provide  retail   financing  to
purchasers of RVs. Certain  provisions of the U.S. tax laws applicable to second
residences, including the deductibility of mortgage interest and the deferral of

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gain on a qualifying  sale,  currently  apply to motorhomes and travel  trailers
used as qualifying residences.


 Manufacturing Facilities and Production

         NRV owns and  operates a 400,000  square  foot  manufacturing  facility
located on  approximately  30 acres in Perris,  California.  NRV owns another 19
acres of land in Perris to be used for future expansion. CCI leases and operates
manufacturing  facilities  totaling 386,000 square feet located on approximately
40 acres in Junction City, Oregon.

         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 and rear-end  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,  plumbing  fixtures,  floor  coverings,  hardware  and  appliances  are
purchased  in  finished   form  from  various   suppliers.   Due  to  California
environmental emission restrictions on the amount of fiberglass that the Company
can fabricate,  third parties  manufacture  certain  fiberglass  parts using the
Company's molds.

          The  Company  currently   operates  one  production  shift.   Capacity
increases can be achieved by adding a second shift.

          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,  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.

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Product Development

         The Company  utilizes a combined  research and development  staff of 93
employees who concentrate 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 and storage doors,  are produced and tested.  Upon  completion
and acceptance of the prototypes,  the new products or components are integrated
into the production  process.  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.  Research  and  development
expenses were $3,050,000,  $2,711000 and $1,077,000 for the years ended December
31, 1998, 1997 and 1996, respectively.


Arrangements with Chassis Suppliers

         NRV purchases  chassis which are manufactured by Ford Motor Company and
the  Chevrolet  Motor  Division  of  General  Motors  Corporation   pursuant  to
agreements with finance  companies  affiliated  with such  suppliers.  NRV has a
finance agreement with Freightliner  Custom Chassis Corporation for the purchase
of diesel pusher chassis.  The chassis  supplied by Freightliner  Custom Chassis
Corporation  is the only rear engine  diesel-powered  chassis used by NRV in its
motorhomes,  although other manufacturers of rear engine diesel-powered  chassis
exist. CCI manufactures its own chassis, the DynoMax,  which is used as the base
upon which all  motorhomes  are  built.  The  Company  takes  advantage  of cash
discounts,  for payment upon  delivery,  that are generally  provided for in the
agreements.  Such financing  agreements  generally provide that the Company must
pay for a chassis in full prior to making any  alterations  or  additions to the
chassis.  The  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.

                                       10

<PAGE>

Backlog

          The Company's  backlog of orders was $168.8 million as of February 28,
1999 and $98.4 million as of February 28, 1998.  All backlog  orders are subject
to  cancellation.  To the extent not  canceled,  the  Company  expects  that its
backlog as of  February  28,  1999 will be filled  within 60 days at NRV and one
year at CCI of such date.

Competition

          The motorhome market is intensely competitive,  with a number of other
manufacturers  selling  products  which  compete  with  those  of  the  Company.
According to Statistical Surveys, Inc., the two leading manufacturers  accounted
for  approximately  42.1% and 45.0% of total  retail  units  sold in the Class A
motorhome market during 1998 and 1997, 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 has  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, and 8.2% in 1998.

Regulation

          The Company is subject to the  provisions of the National  Traffic and
Motor Vehicle Safety Act (the "Motor Vehicle Act") and the safety  standards for
RVs and components which have been  promulgated  thereunder by the Department of
Transportation.  The  regulations  that  have been  promulgated  under the Motor
Vehicle Act permit the  National  Highway  Traffic  Safety  Administration  (the
"NHTSA") to require a manufacturer to remedy vehicles containing defects related
to motor  vehicle  safety or  vehicles  which fail to conform to all  applicable
federal motor vehicle safety standards.  The Motor Vehicle Act also provides for
the recall and repair of vehicles which contain certain  hazards or defects.  In
addition,  the Company  has from time to time  instituted  voluntary  recalls of
certain motorhome units, none of which have had a material adverse effect on the
Company.

          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, noise pollution and hazardous waste generation

                                       11
<PAGE>

and disposal which affect the business and operations of the Company. California
environmental  emission  regulations  limit the amount of  fiberglass  which the
Company may  fabricate.  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  regulates
workplace  health and safety.  The Company's plant is periodically  inspected by
representatives of OSHA and the RVIA.

Product Warranty

          The  Company  provides  retail  purchasers  of its  motorhomes  with a
limited  warranty  against defects in materials and  workmanship,  excluding the
chassis and certain specified  components which are separately  warranted by the
Company's suppliers. 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  period  covers the lesser of one year or 18,000
miles.  The  Company's  warranty  reserve was $5.8 million at December 31, 1998,
which the Company believes sufficient to cover warranty claims.

Trademarks

          NRV's  Dolphin,  Tropi-Cal,  Sea Breeze,  Tradewinds,  Sea View,  Dura
Frame, and CCI's Affinity,  Magna,  Intrigue,  Allure, and Great Room trademarks
are  registered  with the  United  States  Patent and  Trademark  Office and are
material to the Company's business.  The Company does not rely upon any material
patents or licenses in the conduct of its business.

Legal Proceedings 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. The Company believes that there are no
claims or litigation pending, the outcome of which could have a material adverse
effect on the financial position of the Company.

Employees

          As of February 28, 1999, the Company employed a total of 1,903 people,
of which  1,678 were  involved in  manufacturing,  66 in  administration,  93 in
research and  development  and 66 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.

                                       12

<PAGE>

Item 2.  Properties

         The  Company  owns and  operates a 400,000  square  foot  manufacturing
facility  located on approximately  30 acres in Perris,  California  utilized by
NRV.  The Company  owns another 19 acres of land in Perris that will be used for
future  expansion.  During  1998,  the Company  purchased 10 acres of land and a
110,000 sq. ft.  production  facility in Junction City,  Oregon  previously held
under  lease  by  CCI.  The  Company  also  leases  and  operates  manufacturing
facilities  totaling  276,000 square feet located on  approximately  30 acres in
Junction  City,  Oregon  utilized by CCI.  The  Company  believes  that  present
facilities are well maintained and in good  condition.  The plants are currently
operating at approximately 70% capacity.

Item 3.  Legal Proceedings

         There are no  material  legal  proceedings  to which the  Company  is a
party.

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

         None.

                                       13

<PAGE>

                                     PART II

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

         On December 14, 1998,  the Company's  Common Stock,  par value $.01 per
share (the "Common  Stock"),  began trading on the New York Stock Exchange under
the symbol  NVH,  and prior to such date  traded on the Nasdaq  National  Market
under the symbol NRVH since September 30, 1993. Prior to that time, there was no
public market for the Common Stock. In July 1998, the Company declared a 3-for-2
stock split paid on July 24,  1998.  The  following  table sets  forth,  for the
calendar quarters  indicated,  the high and low sale prices for the Common Stock
as furnished by the Nasdaq  National Market after giving  retroactive  effect to
such 3-for-2 stock dividend.

                                  1998         High              Low
First Quarter                                $ 29.69           $ 16.94
Second Quarter                                 30.81             21.38
Third Quarter                                  33.67             17.56
Fourth Quarter                                 28.00             13.13
                                  1997         High              Low
First Quarter                                $ 10.00           $  8.31
Second Quarter                                 10.75              7.69
Third Quarter                                  14.56             10.06
Fourth Quarter                                 22.75             12.69

         On March 22, 1999,  the last reported  sales price for the Common Stock
quoted on the New York Stock  Exchange  was  $22.94  per share.  As of March 22,
1999, there were 83 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 ability of the Company to declare and
pay dividends is restricted by the Revolving Credit Agreement,  dated as of July
28,  1997,  between  the  Company  and Union  Bank of  California,  N.A.,  which
prohibits  the  payment of  dividends  in cash or  property  unless the  Company
satisfies  certain   financial  tests  set  forth  therein.   See  "Management's
Discussion  and  Analysis  of  Financial  Condition  and  Results of  Operations
Liquidity and Capital Resources."

                                       14
<PAGE>

Item 6.  Selected Financial Data
         SELECTED CONSOLIDATED FINANCIAL INFORMATION
         (In thousands, except per share and unit amounts)
<TABLE>
<CAPTION>
                                                                                             Seven Months
                                                            Years Ended                        Ended        Fiscal Years Ended
                                                            December 31,                     December 31,         May 31,
                                                ------------------------------------------- ------------ ----------------------
                                                  1998      1997       1996       1995         1995        1995       1994
                                                --------- ---------- --------- ------------ ------------ --------- ------------
                                                                             (Unaudited) (5)
Operations Data:
<S>                                             <C>       <C>        <C>          <C>          <C>       <C>          <C>     
Net sales                                       $360,326  $ 285,951  $137,101     $ 89,397     $ 53,062  $ 81,379     $ 71,749
Cost of sales                                    302,098    245,763   118,643       78,089       46,864    70,459       62,115
                                                --------- ---------- --------- ------------ ------------ --------- ------------
  Gross profit                                    58,228     40,188    18,458       11,308        6,198    10,920        9,634
Selling expenses                                  11,154      9,518     4,209        2,643        1,586     2,399        2,019
General and administrative expenses                6,586      5,649     2,899        2,455        1,233     2,243        1,706
Amortization of intangibles (1)                      413        413        80            -            -         -          278
                                                --------- ---------- --------- ------------ ------------ --------- ------------
Operating income                                  40,075     24,608    11,270        6,210        3,379     6,278        5,631
Interest (income) expense, net                      (280)       222       111            3          (15)       (8)         281
Other financing related costs                        213        113       149          178          136       132          233
Gain on early extinguishment of debt                   -          -         -            -            -         -         (226)
Gain on sale of land and equipment                     -          -         -            -            -       (23)          (1)
                                                --------- ---------- --------- ------------ ------------ --------- ------------
Income before income taxes and extraordinary item 40,142     24,273    11,010        6,029        3,258     6,177        5,344
Provision for income taxes                        16,033      9,767     4,405        2,387        1,324     2,443        2,212
                                                --------- ---------- --------- ------------ ------------ --------- ------------
Net income before extraordinary items             24,109     14,506     6,605        3,642        1,934     3,734        3,132
Loss on investment in marketable equity securities     -          -         -         (958)           -      (958)           -
Gain on early extinguishment of debt                   -          -         -          342          342         -            -
                                                --------- ---------- --------- ------------ ------------ --------- ------------
Net income                                      $ 24,109   $ 14,506   $ 6,605      $ 3,026      $ 2,276   $ 2,776      $ 3,132
 
Basic earnings per common share:
  Income before extraordinary items               $ 2.35     $ 1.55    $ 0.92       $ 0.51       $ 0.28    $ 0.51       $ 0.52
  Extraordinary items                                  -          -         -        (0.09)        0.05     (0.13)           -
                                                --------- ---------- --------- ------------ ------------ --------- ------------
    Net income                                    $ 2.35     $ 1.55    $ 0.92       $ 0.42       $ 0.33    $ 0.38       $ 0.52
Diluted earnings per common share:
  Income before extraordinary items               $ 2.11     $ 1.40    $ 0.84       $ 0.50       $ 0.27    $ 0.49       $ 0.51
  Extraordinary items                                  -          -         -        (0.09)        0.04     (0.12)           -
                                                --------- ---------- --------- ------------ ------------ --------- ------------
    Net income                                    $ 2.11     $ 1.40    $ 0.84       $ 0.41       $ 0.31    $ 0.37       $ 0.51
Weighted average number of common shares outstanding:
  Basic                                           10,263      9,365     7,190        7,070        6,915     7,290        6,006
  Diluted                                         11,423     10,390     7,887        7,268        7,301     7,544        6,078
Other Data:
Class A units sold                                 3,652      3,039     2,042        1,504          905     1,476        1,413
Class C units sold (2)                                 -          -         -            -            -         -          143
Fifth-Wheel Travel Trailers sold                     410        258       210          299          132       217            -
Balance Sheet Data:
Total assets (3)                               $ 117,739   $ 87,204  $ 68,050     $ 34,308     $ 34,308  $ 41,592     $ 45,972
Working capital                                   63,480     39,271    29,553       15,080       15,080    15,482       17,695
Long-term debt (4)                                 1,700      6,703     7,272        7,034        7,034    16,282       16,629
Stockholders' equity                              94,489     60,958    45,532       18,625       18,625    18,389       19,585
</TABLE>

                                       15
<PAGE>

 (1)     Reflects the  amortization  of the costs relating to the acquisition of
         NRV by the Company,  on May 26, 1989 (the  "Acquisition")  and goodwill
         related to the  acquisition  of CCI on November 6, 1996,  over five and
         twenty years,  respectively,  from May 26, 1989.  The  Acquisition  was
         accounted for as a purchase transaction.
(2)      The Company ceased manufacturing Class C motorhomes in January 1994
(3)      Includes a $13.8 million  restricted cash account funded by the Company
         at the time of the  Acquisition,  which was reduced to $13.5 million at
         the time of a  restructuring  effected in 1991, to secure $13.5 million
         of notes (the "Secured  Sellers'  Notes")  issued by the Company to the
         sellers of NRV. The  restricted  cash was used to pay the notes in full
         on September 1, 1995.
(4)      Includes the Secured Sellers' Notes.
(5)      In 1995, the Company changed its fiscal year end from May 31 to 
         December 31.

                                       16

<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  viewed  in  conjunction  with  the  accompanying  financial
statements including the notes thereto.

General

         On November 6, 1996,  the Company  acquired all shares of capital stock
of CCI through the  issuance of 543,806  shares of Common  Stock  valued at $9.0
million.  Net assets acquired  included the assumption of $10.1 million of debt.
The purchase price exceeded the fair value of net assets acquired by $8,191,000,
recorded as goodwill and is being amortized over 20 years.

         In December  1996,  the Company  completed a private  placement  of 
     900,000  shares of Common Stock  resulting in $10.9 million of net proceeds
to the Company.

         In  1995,  the  Company  changed  its  fiscal  year  end from May 31 to
December 31.

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,
                                              -----------------------------
                                                1998       1997       1996
                                              --------   --------   -------

Net sales                                      100.0 %    100.0 %   100.0 %
Cost of sales                                   83.8       86.0      86.5
                                              --------   --------   -------
Gross profit                                    16.2       14.0      13.5
Selling                                          3.1        3.3       3.1
General and administrative                       1.9        2.0       2.1
Amortization of intangibles                      0.1        0.1       0.1
                                              --------   --------   -------
Operating income                                11.1        8.6       8.2
Interest (income) expense, net                  (0.1)       0.1       0.1
Other financing related costs                    0.1        0.0       0.1
                                              --------   --------   -------
Income before income taxes                      11.1        8.5       8.0
Provision for income taxes                       4.4        3.4       3.2
                                              --------   --------   -------
Net income                                       6.7        5.1       4.8

                                       17

<PAGE>

Year Ended December 31, 1998 Compared to Year Ended December 31, 1997

         Net sales in 1998  increased  by $74.4  million,  or 26.0%,  from 1997.
NRV's sales of Class A  motorhomes  increased  558 units,  or 22.0%,  in 1998 to
3,097  units  compared  to 2,539  units in 1997,  and the  average  sales  price
increased  5.3%  reflecting  strong  demand for  higher-priced  motorhomes  with
slide-out rooms.  Sales of fifth-wheel  travel trailers  increased 152 units, or
58.9%,  in 1998 to 410 units  compared  to 258 units in 1997.  CCI's  unit sales
increased  55 units,  or 11.0%,  in 1998 to 555 units  compared  to 500 units in
1997.

         Cost of goods sold in 1998 increased by $56.3 million,  or 22.9%,  from
1997 resulting primarily from increased net sales. Gross profit margin was 16.2%
in 1998  compared  to  14.0% in  1997.  The  increase  resulted  primarily  from
manufacturing efficiencies realized from operating at a higher production level.

         Selling expenses in 1998 increased by $1.6 million, or 17.2%, from 1997
primarily  due to the  increase  in net  sales.  As a  percentage  of net sales,
selling expenses decreased to 3.1% in 1998 from 3.3% in 1997.

         General and administrative  expenses in 1998 increased by $0.9 million,
or 16.6%.  As a percentage  of net sales,  general and  administrative  expenses
decreased to 1.9% in 1998 from 2.0% in 1997.

         Amortization of intangibles were $0.4 million in 1998 and 1997.

         As a result of the  foregoing,  operating  income in 1998  increased by
$15.5  million,  or 62.9%,  to $40.0  million.  As a  percentage  of net  sales,
operating income increased to 11.1% in 1998 from 8.6% in 1997.

         Other expenses (income),  which includes net interest expense and other
financing related costs, decreased by $402,000 to $67,000 of income in 1998 from
$335,000 of expense in 1997. The change was primarily due to a $321,000 increase
in interest income resulting from increased cash balances.

         As a  result  of the  foregoing,  income  before  income  taxes in 1998
increased $15.9 million,  or 65.4%, from 1997 to $40.1 million.  As a percentage
of net sales, income before income taxes increased to 11.1% from 8.5% in 1997.

         Provision  for income taxes in 1998 and 1997 was $16.0 million and $9.8
million,  respectively,  representing a $6.2 million increase. The effective tax
rate in 1998 was 39.9% compared to 40.2% in 1997.

                                       18
<PAGE>

         As a result of the foregoing,  net income  increased  $9.6 million,  or
66.2%,  to $24.1  million from $14.5  million in 1997.  As a  percentage  of net
sales, net income increased to 6.7% from 5.1% in 1997.

Year Ended December 31, 1997 Compared to Year Ended December 31, 1996

         Net sales in 1997 increased by $148.9  million,  or 108.6%,  from 1996.
This increase resulted primarily from a 431 unit sales increase at CCI, acquired
in  November  1996,  from 69 units in 1996 to 500 units in 1997.  NRV's sales of
Class A motorhomes  increased 565 units in 1997 to 2,539 units compared to 1,974
units in 1996, and the average sales price  increased  17.7%  reflecting  strong
demand for higher-priced  motorhomes with slide-out rooms.  Sales of fifth-wheel
travel trailers increased 48 units in 1997 to 258 units compared to 210 units in
1996.

         Cost of goods sold in 1997 increased by $127.1 million, or 107.1%, from
1996 resulting primarily from increased net sales. Gross profit margin was 14.0%
in 1997  compared  to  13.5% in  1996.  The  increase  resulted  primarily  from
manufacturing efficiencies realized from operating at a higher production level.

         Selling  expenses in 1997  increased by $5.3 million,  or 126.1%,  from
1996  primarily  due to including a full year of expense at CCI compared to only
two months in 1996. Increases at NRV were due to commissions  resulting from the
increase in net sales and increased  promotional  costs.  As a percentage of net
sales,  selling expenses increased to 3.3% in 1997 from 3.1% in 1996. CCI incurs
higher selling costs which is typical in the highline motorhome market.

         General and administrative  expenses in 1997 increased by $2.8 million,
or 94.9%,  due to  including a full year of expense at CCI  compared to only two
months  in 1996.  As a  percentage  of net  sales,  general  and  administrative
expenses decreased to 2.0% in 1997 from 2.1% in 1996.

         Amortization  of  intangibles  increased  $0.3  million in 1997 to $0.4
million from $0.1 million in 1996, with a full year of amortization expense from
the CCI acquisition compared to only two months in 1996.

         As a result of the  foregoing,  operating  income in 1997  increased by
$13.3  million,  or 118.4%,  to $24.6  million.  As a  percentage  of net sales,
operating income increased to 8.6% in 1997 from 8.2% in 1996.

         Other expenses (income),  which includes net interest expense and other
financing  related costs,  increased by $75,000,  or 28.8%,  to $335,000 in 1997
from $260,000 in 1996.

                                       19
<PAGE>

         As a  result  of the  foregoing,  income  before  income  taxes in 1997
increased $13.3 million,  or 120.5%, from 1996 to $24.3 million. As a percentage
of net sales, income before income taxes increased to 8.5% from 8.0% in 1996.

         Provision  for income  taxes in 1997 and 1996 was $9.8 million and $4.4
million,  respectively,  representing a $5.4 million increase. The effective tax
rate in 1997 was 40.2% compared to 40.0% in 1996.

         As a result of the foregoing,  net income  increased  $7.9 million,  or
119.6%,  to $14.5  million  from $6.6 million in 1996.  As a  percentage  of net
sales, net income increased to 5.1% from 4.8% in 1996.

Liquidity and Capital Resources

         During 1998, the Company financed its operations  primarily through its
existing cash and income from operations.  At December 31, 1998, the Company had
working capital of $63.5 million compared to $39.3 million at December 31, 1997.
This increase of $24.2  million was primarily due to a $6.9 million  increase in
cash, $9.3 million increase in accounts receivable,  and a $9.3 million increase
in inventory,  partially offset by a $2.5 million increase in accrued  expenses.
The increase in accrued expenses was due primarily to a $1.8 million increase in
warranty reserve and a $1.1 million increase in workers'  compensation  reserve.
Net cash provided by operating  activities  was $15.6 million for the year ended
December 31, 1998.

         During the year ended  December  31,  1998,  net cash used in investing
activities  was $6.7 million and includes $6.4 million of capital  expenditures,
related  primarily  to $1.6  million  of  building  improvements  at NRV and the
exercise of a $2.1 million real estate purchase option at CCI.

         During the twelve  months ended  December  31,  1998,  net cash used by
financing  activities was $2.0 million due mainly to a $5.3 million reduction in
long-term debt  partially  offset by proceeds from the exercise of Company stock
options and warrants.

         As of  December  31,  1998,  the Company  had  short-term  debt of $0.2
million and long-term debt of $1.7 million. Short-term debt consisted of current
maturities of the Company's long-term debt. At December 31, 1998, long-term debt
consisted primarily of the Company's  industrial  development revenue bond issue
used for the 1985 construction of the NRV facility.

         The Company and its  subsidiaries  have two separate  revolving  credit
facilities  aggregating  $40 million with Union Bank of California (the "Bank").
The Company's $20 million credit facility will be available to finance potential
acquisitions.  The Company's two subsidiaries, NRV and CCI, jointly entered into

                                       20
<PAGE>

a separate  $20 million  credit  facility  which will be  available  for general
corporate and working capital needs and capital  expenditures.  Amounts borrowed
under the credit  facilities will bear interest at the Bank's prime rate or at a
LIBOR-based rate. Both credit facilities are secured by substantially all of the
assets of the Company and its subsidiaries and contain,  among other provisions,
certain financial covenants, including net worth and debt covenants. At December
31, 1998, no amounts were outstanding under these revolving credit facilities.

         On March 23,  1999,  the Company  received  $2.55  million as a partial
distribution  in  respect  of its  limited  partnership  interest  in  Dune  Jet
Services, L.P. See Note 11 to the Consolidated Financial Statements.

         The Company  believes  that the  combination  of  internally  generated
funds, existing capital and funds available from its existing credit facilities,
will be  sufficient  to meet  the  Company's  planned  capital  and  operational
requirements for at least the next 24 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.

Year 2000 Date Conversion

         An issue  affecting  the  Company and most other  companies  is whether
computer systems and  applications  will recognize and process the year 2000 and
beyond.  The Company is in the process of assessing and  implementing  necessary
changes for all areas of the Company's  business which could be impacted;  these
include such areas as business computer systems, dealership systems, plant floor
equipment, end-user computing, financial institutions and suppliers.

         Based on assessments completed to date and compliance plans in process,
the Company does not expect that the year 2000 issue will have a material effect
on its business operations,  consolidated  financial  condition,  cash flows, or
results of operations. However, if appropriate modifications are not made by the
Company's  suppliers or dealers on a timely basis,  or if the  Company's  actual
costs or timing for the year 2000 date  conversion  differ  materially  from its
present  estimates,  the Company's  operations  and  financial  results could be
significantly adversely affected.

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

                                       21
<PAGE>

materially  from that  projected  or suggested  herein due to certain  risks and
uncertainties  including,   without  limitation,  the  cyclical  nature  of  the
recreational  vehicle  industry;  seasonality and potential  fluctuations in the
Company's operating results; the Company's dependence on chassis suppliers;  the
integration by the Company of acquired  businesses and the management of growth;
potential  liabilities  under  repurchase  agreements;  competition;  government
regulation;  product  liability;  dependence on key personnel and  dependence on
certain  dealers and  concentration  of dealers in certain  regions.  Additional
information  concerning  certain risks and uncertainties that could cause actual
results to differ  materially from that projected or suggested 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.

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.

Item 8.  Financial Statements and Supplementary Data

         Financial  information required by this item is attached to this report
beginning on page F-1 and is incorporated herein by reference.

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

         Not applicable

                                       22

<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 1999 Annual Meeting of Stockholders
to be filed with the Securities and Exchange  Commission not later than 120 days
after December 31, 1998, 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 1999 Annual Meeting of Stockholders
to be filed with the Securities and Exchange  Commission not later than 120 days
after December 31, 1998, which information is incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

         The  information  required  for  this  Item  will be set  forth  in the
Company's definitive Proxy Statement for its 1999 Annual Meeting of Stockholders
to be filed with the Securities and Exchange  Commission not later than 120 days
after December 31, 1998, which information is incorporated herein by reference.

Item 13.  Certain Relationships and Related Party Transactions.

         The  information  required  for  this  Item  will be set  forth  in the
Company's definitive Proxy Statement for its 1999 Annual Meeting of Stockholders
to be filed with the Securities and Exchange  Commission not later than 120 days
after December 31, 1998, which information is incorporated herein by reference.

                                       23

<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

                  Consolidated Balance Sheets at December 31, 1998 and 1997

                  Consolidated Statements of Income for the years ended 
                    December 31, 1998, 1997, and 1996

                  Consolidated Statements of Cash Flows for the years ended 
                    December 31, 1998, 1997, and 1996

                  Consolidated Statements of Stockholders' Equity for the years 
                    ended December 31, 1998, 1997, and 1996

                  Notes to Consolidated Financial Statements

                 2.  Financial Statement Schedules

                  Schedule VIII - Valuation and Qualifying Accounts

                 3.  Exhibits

                     (b) Reports on Form 8-K:

                           None

Designation
of Exhibit                    Description of Exhibit              

 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     Loan Agreement, dated as of December 1, 1985, between NRV
         and The Industrial Development Authority of the County of
         Riverside (the "Authority"). (1)

                                       24
<PAGE>

10.2     Security Agreement, dated as of December 1, 1985, by and among NRV, 
           the Authority and Union Bank. (1)
10.3     Pledge and Security Agreement, dated as of December 1, 1985, between 
           NRV and Union Bank. (1)
10.4     Employment Agreement, dated as of October 29, 1991, between NRV
           and Wayne Mertes. (1)
10.5     Amendment to Employment Agreement, dated as of July 1, 1993, between 
           NRV and Wayne Mertes. (1)
10.6     Agreement, dated October 4, 1988, between NRV and Ford Motor Company. 
           (1)
10.7     Pool Company Wholesale Finance Plan Application for Wholesale
           Financing and Security Agreement, dated June 26, 1990, between
           NRV and Ford Motor Credit Company ("Ford Credit"). (1)
10.8     Continuing Guaranty of the Company for the benefit of Ford Credit. (1)
10.9     Inventory Loan and Security Agreement, dated October 14, 1988, between 
           NRV and General Motors Acceptance Corporation ("GMAC"). (1)
10.10    Amendment to Inventory Loan and Security Agreement, effective as of
           November 19, 1991, between NRV and GMAC. (1)
10.11    Agreement, effective September 27, 1991, between NRV and Chevrolet 
           Motor Division, General Motors Corporation. (1)
10.12    National R.V. Holdings, Inc. 1993 Stock Option Plan. (1)
10.13    Stock Purchase Agreement, dated as of October 11, 1991, by and
           among the Company, Wayne Mertes and Michael Butler. (1)
10.14    National R.V. Holdings, Inc. 1993 Option Plan. (2)
10.15    Second Amendment to Employment Agreement, dated May 23, 1993, between 
           the Company and Wayne Mertes. (3)
10.16    First Amendment to Loan Agreement between Industrial Development 
           Authority of the County of Riverside and NRV dated February 1, 1995. 
           (4)
10.17    First Amendment to Letter of Credit and Reimbursement Agreement between
           NRV and Union Bank dated as of December 1, 1993. (4)
10.18    Ford Authorized Converter Pool Agreement dated June 12, 1990, between 
           NRV and Ford Motor Company. (4)
10.19    First Amendment to Ford Authorized Converter Pool Agreement between NRV
           and Ford Motor Company effective July 1, 1990. (4)
10.20    Second Amendment to Ford Authorized Converter Pool Agreement between 
           NRV and Ford Motor Company dated June 30, 1994. (4)
10.21    Motor Home Manufacturers Incentive Agreement dated June 30, 1994, 
           between NRV and Chevrolet Motor Division, General Motors Corporation.
           (4)
10.22    Addendum to Agreement for Wholesale Financing between NRV and ITT 
           Commercial Finance Corp. dated July 8, 1993. (4)
10.23    Loan Agreement, dated as of December 1, 1995, between NRV and 
           California Economic Development Financing Authority. (5)

                                       25
<PAGE>

10.24    Second Amendment to Ford Authorized Converter Pool Agreement, effective
           August 14, 1995 between the NRV and Ford Motor Company. (5)
10.25    1995 Stock Option Plan. (5)
10.26    Payment terms with Freightliner Custom Chassis Corporation. (5)
10.27    Third Amendment to Employment Agreement, dated October 31,1996, between
           the Company and Wayne M. Mertes. (7)
10.28    Rights Plan Agreement with Continental Stock Transfer & Trust Company.
           (6)
10.29    Employment Agreement dated November 6, 1996, between CCI and Robert B. 
           Lee. (7)
10.30    1996 Stock Option Plan. (7)
10.31    Revolving Credit Agreement, dated as of July 28, 1997, between the 
           Company and Union Bank of California, N.A.  (8)
10.32    Revolving Credit Agreement, dated as of July 28, 1997, among National 
           R.V., Inc. and Country Coach, Inc. and Union Bank of California, N.A.
           (8)
10.33    1997 Stock Option Plan (9)
10.34    Second Amended and Restated Agreement of Limited Partnership Agreement
           of Dune Jet Services, L.P. dated as of July 9, 1997 between Dune Jet 
           Services, Inc. and the Company. (9)
10.35    Fourth Amendment to Employment Agreement, dated October 31,1998, 
           between  the Company and Wayne M. Mertes.
21.1     List of Subsidiaries. (9)
23.1     Consent of PricewaterhouseCoopers LLP
99       Forward Looking Statements. (10)
---------------
(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 Registration Statement 
         on Form S-1 filed on June 7, 1994
         (File No. 33-79900).
(4)      Previously filed as an exhibit to the Company's Form 10-K for the year
         ended  May 31, 1995 filed on August 28, 1995.
(5)      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.
(6)      Incorporated  by reference  from Form 8-A declared  effective on 
         August 26, 1996.
(7)      Incorporated  by reference from the Company's Form 10-K for the year
         ended December 31, 1996.
(8)      Incorporated  by reference from the Company's Form 10-Q for the nine 
         months ended September 30, 1997.
(9)      Incorporated by reference from the Company's Form 10-K for the year 
         ended  December  31,  1997.
                                       26
<PAGE>

(10)     Incorporated by reference from the Company's Form 10-Q for the nine 
         months ended September 30, 1998.

                                       27

<PAGE>

SIGNATURES

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

                                            NATIONAL R.V. HOLDINGS, INC.

Dated: March 29, 1999                       By  /s/ Wayne M. Mertes           
                                              --------------------------------
                                                 Wayne M. Mertes,
                                                   President and
                                                   Chief Executive 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/ Gary N. Siegler         Chairman of the Board               March 29, 1999
     Gary N. Siegler

/s/ Wayne M. Mertes         Chief Executive Officer             March 29, 1999
     Wayne M. Mertes        and Director (Principal
                            Executive Officer)

/s/ Robert B. Lee           Director                            March 29, 1999
     Robert B. Lee

/s/ Kenneth W. Ashley       Chief Financial Officer (Principal  March 29, 1999
     Kenneth W. Ashley      Accounting and Financial Officer)

/s/ Stephen M. Davis        Director and Secretary              March 29, 1999
     Stephen M. Davis

/s/ Neil H. Koffler         Director                            March 29, 1999
     Neil H. Koffler

/s/ Doy B. Henley           Director                            March 29, 1999
     Doy B. Henley

/s/ Greg McCaffery          Director                            March 29, 1999
     Greg McCaffery

                                       28
<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS


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

In our opinion,  the  accompanying  consolidated  balance  sheet and the related
consolidated  statements of income,  of  stockholders'  equity and of cash flows
present fairly,  in all material  respects,  the financial  position of National
R.V. Holdings,  Inc. and its subsidiaries at December 31, 1998 and 1997, and the
results of their  operations and their cash flows for each of the three years in
the period ended  December 31,  1998,  in  conformity  with  generally  accepted
accounting principles.  These financial statements are the responsibility of the
Company's  management;  our  responsibility  is to  express  an opinion on these
financial  statements  based on our  audits.  We  conducted  our audits of these
statements  in accordance  with  generally  accepted  auditing  standards  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 the opinion expressed above.






Los Angeles, CA
February 12, 1999


                                      F-1

<PAGE>
                                                    NATIONAL R.V. HOLDINGS, INC.
                                                     CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
                                                                                      December 31,
                                                                             1998                    1997
                                                                    -------------------    -------------------
                              ASSETS
Current assets:
<S>                                                                        <C>                     <C>
     Cash and cash equivalents                                            $ 10,446,000            $ 3,542,000
     Receivables, less allowance for doubtful accounts
       ($188,000 and $180,000, respectively)                                20,719,000             11,388,000
     Inventories                                                            46,832,000             37,543,000
     Deferred income taxes                                                   3,883,000              2,741,000
     Prepaid expenses                                                          809,000              1,375,000
                                                                    -------------------    -------------------
        Total current assets                                                82,689,000             56,589,000
Goodwill - net                                                               7,365,000              7,778,000
Property, plant and equipment, net                                          24,341,000             19,817,000
Other                                                                        3,344,000              3,020,000
                                                                    -------------------    -------------------
                                                                          $117,739,000           $ 87,204,000
                                                                    ===================    ===================
               LIABILITIES AND STOCKHOLDERS' EQUITY 
Current liabilities:
     Current portion of long-term debt                                    $    166,000           $    554,000
     Accounts payable                                                        8,771,000              9,006,000
     Accrued expenses                                                       10,272,000              7,758,000
                                                                    -------------------    -------------------
       Total current liabilities                                            19,209,000             17,318,000
Deferred income taxes                                                        2,341,000              2,225,000
Long-term debt                                                               1,700,000              6,703,000
Commitments and contingencies
Stockholders' equity:
     Preferred Stock, $.01 par value, 5,000 shares
       authorized, 4,000 issued and outstanding                                      -                      -
     Common Stock, $.01 par value, 25,000,000 shares
       authorized, 10,322,837 and 9,467,034 issued and
       outstanding, respectively                                               103,000                 63,000
     Additional paid-in capital                                             44,645,000             35,263,000
     Retained earnings                                                      49,741,000             25,632,000
                                                                    -------------------    -------------------
       Total stockholders' equity                                           94,489,000             60,958,000
                                                                    -------------------    -------------------
                                                                          $117,739,000           $ 87,204,000
                                                                    ===================    ===================
</TABLE>



                 See Notes to Consolidated Financial Statements





                                      F-2
<PAGE>


                                                   NATIONAL R.V. HOLDINGS, INC.
                                                CONSOLIDATED STATEMENT OF INCOME
                                                                         <TABLE>
<CAPTION>
                                                                           Year Ended
                                                                           December 31,
                                                      ---------------------------------------------------------
                                                            1998               1997               1996
                                                      ------------------ ------------------ ------------------
<S>                                                        <C>                <C>                 <C>
Net sales                                                  $360,326,000       $285,951,000       $137,101,000
Cost of goods sold                                          302,098,000        245,763,000        118,643,000
                                                      ------------------ ------------------ ------------------
     Gross profit                                            58,228,000         40,188,000         18,458,000
                                                      ------------------ ------------------ ------------------
Selling expenses                                             11,154,000          9,518,000          4,209,000
General and administrative expenses                           6,586,000          5,649,000          2,899,000
Amortization of intangibles                                     413,000            413,000             80,000
                                                      ------------------ ------------------ ------------------
     Total operating expenses                                18,153,000         15,580,000          7,188,000
                                                      ------------------ ------------------ ------------------
     Operating income                                        40,075,000         24,608,000         11,270,000
Other expenses (income):
     Interest income                                           (434,000)          (113,000)          (246,000)
     Interest expense                                           154,000            335,000            357,000
     Other financing related costs                              213,000            113,000            149,000
                                                      ------------------ ------------------ ------------------
       Total other expenses (income)                            (67,000)           335,000            260,000
                                                      ------------------ ------------------ ------------------
     Income before income taxes                              40,142,000         24,273,000         11,010,000
Provision for income taxes                                   16,033,000          9,767,000          4,405,000
                                                      ------------------ ------------------ ------------------
     Net income                                             $24,109,000        $14,506,000        $ 6,605,000
                                                      ================== ================== ==================

Earnings per common share:
     Basic                                                       $ 2.35             $ 1.55             $ 0.92
     Diluted                                                     $ 2.11             $ 1.40             $ 0.84

Weighted average number of shares:
     Basic                                                   10,263,157          9,364,574          7,190,003
     Diluted                                                 11,423,471         10,389,640          7,887,104

</TABLE>

                 See Notes to Consolidated Financial Statements


                                      F-3
<PAGE>


                                                 NATIONAL R.V. HOLDINGS, INC.
                                            CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                     Year Ended
                                                                                     December 31,
                                                                 ---------------------------------------------------------
                                                                       1998              1997               1996
                                                                 -----------------  ----------------  -----------------

Cash flows from operating activities:
<S>                                                                   <C>               <C>                <C>        
     Net income                                                       $24,109,000       $14,506,000        $ 6,605,000
         Adjustments to reconcile net income to
            net cash provided by operating activities:
         Depreciation                                                   1,880,000         1,322,000            516,000
         Amortization of intangibles                                      413,000           413,000             80,000
         Tax benefit related to exercise of stock options               6,021,000                 -                  -
         Changes in assets and liabilities:
            (Increase) decrease in receivables                         (9,331,000)       (5,866,000)         2,567,000
            Increase in inventories                                    (9,289,000)       (3,528,000)        (6,249,000)
            Decrease (increase) in prepaid expenses                       566,000          (143,000)          (251,000)
            (Decrease) increase in accounts payable                      (235,000)        1,270,000         (1,421,000)
            Increase in accrued expenses                                2,514,000         4,020,000             13,000
            Decrease in deferred income taxes                          (1,026,000)         (959,000)          (350,000)
                                                                 -----------------  ----------------  -----------------
           Net cash provided by operating activities                   15,622,000        11,035,000          1,510,000
Cash flows from investing activities:
     Payment for CCI acquisition costs                                          -                 -           (437,000)
     Increase in other assets                                            (324,000)       (2,885,000)
     Capital expenditures                                              (6,404,000)       (5,597,000)        (5,141,000)
                                                                 -----------------  ----------------  -----------------
           Net cash used by investing activities                       (6,728,000)       (8,482,000)        (5,578,000)
Cash flows from financing activities:
     Decrease in line of credit                                                 -        (1,400,000)        (9,965,000)
     Net proceeds from restricted funds                                         -         1,210,000          3,637,000
     Principal payments on long-term debt                              (5,391,000)         (560,000)          (160,000)
     Proceeds from issuance of common stock                             3,401,000         1,140,000         12,255,000
     Purchase of treasury stock                                                 -          (220,000)          (953,000)
                                                                 -----------------  ----------------  -----------------
           Net cash (used) provided by financing activities            (1,990,000)          170,000          4,814,000
                                                                 -----------------  ----------------  -----------------
     Net increase in cash                                               6,904,000         2,723,000            746,000
     Cash, beginning of year                                            3,542,000           819,000             73,000
                                                                 -----------------  ----------------  -----------------
     Cash, end of year                                                $10,446,000       $ 3,542,000          $ 819,000
                                                                 =================  ================  =================
</TABLE>


                 See Notes to Consolidated Financial Statements



                                      F-4
<PAGE>

                                             NATIONAL R.V. HOLDINGS, INC.
                                  CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                     Preferred       Common Stock      Paid-In     Retained      Treasury Stock
                                       Stock       Shares    Amount    Capital     Earnings    Shares       Amount          Total
                                    ----------   ---------  -------  -----------  ----------  -----------  ------------ -----------
<S>                                   <C>        <C>        <C>      <C>         <C>          <C>          <C>          <C>        
Balance, December 31, 1995            $ -        8,332,704  $56,000  $21,043,000 $ 4,521,000  (1,083,330)  $(6,995,000) $18,625,000
     Common stock issued
         under option plan                          30,565        -       83,000                       -             -       83,000
     Common stock issued
         upon exercise of warrants                 529,400    3,000    1,282,000                       -             -    1,285,000
     Purchase of treasury stock                                                                  (95,370)     (953,000)    (953,000)
     Acquisition of CCI                                                5,643,000                 543,806     3,357,000    9,000,000
     Private placement of stock                    397,659    3,000    6,293,000                 634,894     4,591,000   10,887,000
     Net income                                                                    6,605,000                              6,605,000
                                    ----------   ---------  -------  -----------  ----------  -----------  ------------  -----------
Balance, December 31, 1996            $ -        9,290,328  $62,000  $34,344,000 $11,126,000           -   $         -  $45,532,000
     Common stock issued
         under option plan                          54,681        -      183,000                                            183,000
     Common stock issued
         upon exercise of warrants                 122,025    1,000      736,000                  12,400       220,000      957,000
     Purchase of treasury stock                                                                  (12,400)     (220,000)    (220,000)
     Net income                                                                   14,506,000                             14,506,000
                                    ----------   ---------  -------  -----------  ----------  -----------  ------------  -----------
Balance, December 31, 1997            $ -        9,467,034  $63,000  $35,263,000 $25,632,000           -   $         -  $60,958,000
     Stock split - 3-for-2                                   31,000      (31,000)                                                 -
     Common stock issued
         under option plan                         797,517    8,000    3,158,000                                          3,166,000
     Common stock issued
         upon exercise of warrants                  58,286    1,000      234,000                                            235,000
     Tax benefit related to
         exercise of stock options                                     6,021,000                                          6,021,000
     Net income                                                                   24,109,000                             24,109,000
                                    ----------   ---------  -------  -----------  ----------  -----------  ------------  -----------
Balance, December 31, 1998            $ -       10,322,837 $103,000  $44,645,000 $49,741,000           -   $          - $94,489,000
                                    ==========  ========== ========  =========== ===========  ===========  ============  ===========

</TABLE>

             See Notes to Consolidated Financial Statements



                                      F-5

<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 Dolphin, Sea Breeze, Tropi-Cal,  Tradewinds,  and
Sea View brand names and by CCI under brand names including  Concept,  Affinity,
Magna, Intrigue, and Allure.

The preparation of financial  statements in accordance  with generally  accepted
accounting principles 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.

AMORTIZATION OF INTANGIBLE ASSETS

Goodwill   related  to  the  acquisition  of  CCI  is  being  amortized  on  the
straight-line basis over a twenty-year period.

RESEARCH AND DEVELOPMENT EXPENSES

Research and development  expenses are charged to operations as incurred and are
included  in  cost  of  goods  sold.  Research  and  development  expenses  were
$3,050,000,  $2,711,000  and  $1,077,000  for the years ended December 31, 1998,
1997 and 1996, 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.

                                      F-6

<PAGE>

1.  (Continued)

INCOME 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.  All common stock  information  set
forth in the  consolidated  financial  statements  and  notes  thereto  has been
retroactively adjusted to reflect the 3-for-2 stock split paid in 1998.

The  difference  in the shares  used to  determine  basic and  diluted EPS is as
follows:
                                                     Year Ended
                                                    December 31,
                           ----------------------------------------------------
                               1998               1997               1996
                           ------------------ ------------------ --------------
  Shares used for basic     10,263,157          9,364,574          7,190,003
  Dilutive effect of:
    Stock options            1,151,889            997,859            644,322
    Warrants                     8,425             27,207             52,779
                           ------------------ ------------------ --------------
  Shares used for diluted   11,423,471         10,389,640          7,887,104
                           ================== ================== ==============

2. Acquisition

On November 6, 1996,  the Company  acquired  all shares of capital  stock of CCI
through the issuance of 543,806  shares of Common Stock valued at $9.0  million.
Net assets  acquired  included  the  assumption  of $10.1  million of debt.  The
acquisition of CCI was accounted for as a purchase and the results of operations
of CCI have been  included  since  the  acquisition  date.  The  purchase  price
resulted in recording goodwill of $8,191,000.

3.  Inventories

Inventories consist of the following:

                                    December 31,
                             1998                 1997
                       ------------------  -------------------
Finished goods          $ 11,112,000         $ 10,751,000
Work-in-process           13,815,000           12,769,000
Raw materials             12,477,000           11,747,000
Chassis                    9,428,000            2,276,000
                       ------------------  -------------------
                        $ 46,832,000         $ 37,543,000
                       ==================  ===================

4.  Property, Plant and Equipment

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

                                                 December 31,
                                           1998                 1997
                                      ------------------  -------------------
Land                                    $ 3,442,000          $ 3,310,000
Buildings                                15,289,000           11,825,000
Machinery and equipment                   9,073,000            7,501,000
Office equipment                          4,241,000            3,082,000
                                      ------------------  -------------------
                                         32,045,000           25,718,000
Less accumulated depreciation            (7,704,000)          (5,901,000)
                                      ------------------  -------------------
  Property, plant and equipment, net   $ 24,341,000         $ 19,817,000
                                      ==================  ===================

                                      F-7

<PAGE>

5.  Accrued Expenses

Accrued expenses consist of the following:

                                                         December 31,
                                                  1998                 1997
                                             ----------------  -----------------
Workers compensation self-insurance reserve   $  1,494,000          $   402,000
Motorhome warranty reserve                       5,824,000            4,036,000
Payroll and other accrued expenses               2,954,000            2,334,000
Income taxes                                             -              986,000
                                             ----------------  -----------------
                                              $ 10,272,000          $ 7,758,000
                                             ================  =================


6.  Debt and Credit Agreements

Debt consists of the following:
                                                  December 31,
                                           1998                 1997
                                    ------------------  -------------------
Industrial revenue bonds
     4.6%, due 1998-2003               $ 1,742,000          $ 1,888,000
     Paid in full in 1998                        -            4,700,000
Other borrowings                           124,000              669,000
                                    ------------------  -------------------
                                         1,866,000            7,257,000
Less payments due within one year          166,000              554,000
                                    ------------------  -------------------
                                       $ 1,700,000          $ 6,703,000
                                    ==================  ===================

The Company and its subsidiaries have two separate,  revolving credit facilities
aggregating  $40 million  with Union Bank of  California.  A $20 million  credit
facility is available  to finance  potential  acquisitions.  NRV and CCI jointly
have a separate  $20 million  credit  facility  which is  available  for general
corporate and working capital needs and capital  expenditures.  Amounts borrowed
under the credit  facilities  bear  interest  at the  Bank's  prime rate or at a
LIBOR-based rate. Both credit facilities are secured by substantially all of the
assets of the Company and its subsidiaries and contain,  among other provisions,
certain financial covenants, including net worth and debt ratios.

NRV's buildings and property are pledged as collateral for the industrial 
revenue bonds

Debt maturities over the next five years are $165,900 in 1999, $166,500 in 2000,
$167,100 in 2001, $167,700 in 2002 and $1,199,100 in 2003 and thereafter.

7.  Income Taxes

The components of the provision for income taxes were as follows:
<TABLE>
<CAPTION>

                                                                   December 31,
                                              --------------------------------------------------------
                                                     1998                1997                1996
                                              -----------------    ---------------     ---------------
Currently Payable:
<S>                                                <C>                 <C>                 <C>       
     Federal                                       $13,837,000         $8,765,000          $3,686,000
     State                                           3,173,000          1,954,000           1,048,000
                                              -----------------    ---------------     ---------------
                                                    17,010,000         10,719,000           4,734,000
Deferred:
     Federal                                          (750,000)          (796,000)           (305,000)
     State                                            (227,000)          (156,000)            (24,000)
                                              -----------------    ---------------     ---------------
                                                      (977,000)          (952,000)           (329,000)
                                              -----------------    ---------------     ---------------
Total provision for income taxes                   $16,033,000         $9,767,000          $4,405,000
                                              =================    ===============     ===============
</TABLE>
                                   F-8
<PAGE>

7.  (Continued)

Deferred income taxes are recorded based upon differences  between the financial
statement and tax basis of assets and liabilities  and available  carryforwards.
Temporary  differences and carryforwards  which give rise to deferred income tax
assets and liabilities at December 31, 1998 and 1997 were as follows:

                                                  December 31,
                                       ------------------------------------
                                             1998                1997
                                       -----------------    ---------------
Accrued expenses                          $3,293,000         $2,357,000
State income taxes                           590,000            384,000
                                       -----------------    ---------------
     Deferred income tax assets           $3,883,000         $2,741,000
                                       =================    ===============

Fixed assets                              $1,767,000         $1,697,000
Other                                        574,000            528,000
                                       -----------------    ---------------
     Deferred income tax liabilities      $2,341,000         $2,225,000
                                       =================    ===============

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

<TABLE>
<CAPTION>
                                                                  December 31,
                                              --------------------------------------------------------
                                                    1998                1997                1996
                                              -----------------    ---------------     ---------------
<S>                                                       <C>                <C>                 <C>    
Statutory rate                                            35.0  %            34.0  %             34.0  %
State taxes, net of federal benefit                        4.7                4.8                 6.1
Amortiztion of intangibles not
     deductible for income tax purposes                    1.0                1.7                 0.6
Other                                                     (0.8)              (0.3)               (0.7)
                                              -----------------    ---------------     ---------------
                                                          39.9  %            40.2  %             40.0  %
                                              =================    ===============     ===============
</TABLE>

Cash paid for income taxes was  $16,114,000,  $9,439,000  and $4,971,000 for the
years ended December 31, 1998, 1997 and 1996, 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 $88,300,000 at December 31, 1998, 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 coaches  which the Company  would be
required to repurchase.  Losses under these agreements have not been significant
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

The  Company  is  involved  in  litigation  arising  in the  ordinary  course of
business.  In the opinion of management,  based in part on the advice of outside
counsel,  these matters will not have a material adverse effect on the Company's
financial position or results of operations.

The Company has commitments  under certain  non-cancelable  operating  leases as
follows:

1999                                                               $ 1,190,000
2000                                                                 1,020,000
2001                                                                    12,000
2002                                                                     7,000
2003                                                                     7,000
                                                            -------------------
                                                                   $ 2,236,000
                                                            ===================
                                      F-9
<PAGE>

10.  Stock Options and Warrants

The Company has five fixed option plans which 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  vested
immediately  upon grant and  generally  expire 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 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 $6,021,000 in 1998.

No  compensation  cost has been  recognized  for the stock  option  plans 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
during 1997 and 1998, the Company's net income and earnings per share would have
been reduced to the pro forma amounts indicated below:
<TABLE>
<CAPTION>

                                                                    Year Ended December 31,
                                                             1998              1997             1996
-----------------------------------------------------------------------------------------------------------
<S>                                                         <C>              <C>                <C>       
Net income                            As reported           $ 24,109,000     $ 14,506,000       $6,605,000
                                      Pro forma               23,595,000       12,566,000        5,891,000

Basic earnings per share              As reported                   2.35             1.55             0.92
                                      Pro forma                     2.30             1.34             0.82

Diluted earnings per share            As reported                   2.11             1.40             0.84
                                      Pro forma                     2.06             1.21             0.75
</TABLE>

The fair value of options  granted  during 1996 and 1997 were  estimated  on the
date of grant using the Cox Rubinstein  binomial  option-pricing  model with the
following weighted-average assumptions used for grants:

                                                 Year Ended December 31,
                                                 1997              1996
-------------------------------------------------------------------------------
Dividend yield                                     0%               0%
Expected volatility                             51.1%            50.8%
Risk-free interest rate                          6.4%             6.3%
Expected lives                             5-10 years       5-10 years


                                      F-10

<PAGE>

10. (Continued)

Information  regarding  these option plans and option  agreements for 1998, 1997
and 1996 is as follows:
                                                                     Weighted
                                                                      Average
                                                     Options          Exercise
                                                   Outstanding          Price
-------------------------------------------------------------------------------
Outstanding at December 31, 1995                    1,208,438          $ 3.55
   Granted                                            670,500            9.81
   Expired or canceled                                      -               -
   Exercised                                          (30,595)           2.71
                                            -----------------------------------
Outstanding at December 31, 1996                    1,848,343            5.84
   Granted                                            900,000           10.08
   Expired or canceled                                      -               -
   Exercised                                          (54,681)           3.12
                                            -----------------------------------
Outstanding at December 31, 1997                    2,693,662            7.31
   Granted                                                  -               -
   Expired or canceled                                      -               -
   Exercised                                         (856,205)           5.55
                                            -----------------------------------
Outstanding at December 31, 1998                    1,837,457          $ 8.16
                                            ===================================

<TABLE>
<CAPTION>

                                                                                          Average      Weighted
Grant                                                     Options           Options       Exercise     Remaining
Date                                    Authorized      Outstanding       Exercisable      Price     Life (Years)
-------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                <C>             <C>          <C>          <C>
9/20/93                                      450,000            158,750         158,750      $ 2.667      4.8
12/3/93                                      348,750            101,250         101,250        4.613      5.0
12/30/94                                     199,688            136,544         136,544        3.330      5.7
9/28/95                                      225,000            102,658         102,658        3.750      5.9
10/2/1996-11/06/96                           675,000            495,100         284,100        9.875      5.4
6/4/97                                       900,000            811,655         211,655       10.083      7.0
All others                                   236,625             31,500          24,000        5.732      2.9
                                       -------------------------------------------------
                                           3,035,063          1,837,457       1,018,957        8.155      6.0
                                       =================================================
</TABLE>

The  weighted  average  fair value of options  granted  during 1997 and 1996 was
$6.10 and $4.20, respectively.

At December  31, 1998,  there were 15,631  warrants  outstanding  to a financial
advisor at a price of $10.73.  The  warrants  are due to expire on  December  2,
2001.

11.  Related Party Transactions

Through  December  31,  1998,  the Company  was a party to a financial  advisory
agreement  dated January 23, 1998 (the "Advisory  Agreement")  with 712 Advisory
Services,  Inc., an affiliate (the  "Affiliate") of the Chairman of the Company,
Mr. Gary N. Siegler.  Mr. Neil H. Koffler, a director of the Company, is also an
employee of the Affiliate.  The Advisory Agreement terminated effective December
31, 1998.  Pursuant to the Advisory  Agreement,  the Affiliate agreed to provide
advice and consultation  concerning  financial and related  matters,  including,
among  other  things,  with  respect to private  financings,  public  offerings,
acquisitions, commercial banking relations and other business ventures.

                                      F-11

<PAGE>


11.  (Continued)

Fees incurred  under the Advisory  Agreement in 1998 and under a prior  advisory
agreement  in 1997  and 1996  between  the  Company  and the  Affiliate  totaled
$231,000,  $220,000 and  $150,000 for the fiscal years ended  December 31, 1998,
1997 and 1996,  respectively.  In  addition,  a  Chairman's  salary and bonus of
$190,000  for 1998,  $205,000 for 1997,  and $180,000 for 1996 in the  aggregate
were paid to Mr.  Siegler.  During 1996, an additional  $385,000 was paid to the
Affiliate  for  financial  advisory  services  rendered in  connection  with the
Company's acquisition of CCI.

In  September  1997,  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 is Dune Jet Services,
Inc. ("DJ Services"),  a Delaware corporation,  the sole stockholder of which is
the Company's Chairman,  Mr. Siegler. DJ Services  contributed $1.55 million for
its general partnership  interest and an additional $3.25 million for a separate
limited  partnership  interest.  The Aircraft has been  partially  financed by a
$4.25 million loan from a third party financing  source,  the repayment of which
loan is personally  guaranteed  by Mr.  Siegler.  Pursuant to the  Partnership's
limited  partnership  agreement and operating agreement terms, the Company, as a
limited partner, has the right to use the Aircraft for business purposes for its
pro rata share of 800 hours per year, at a rate modestly above the variable cost
of operating the Aircraft.  Hours not used by the partners will be available for
charter  flights at market  rates.  Profits  and losses of the  Partnership  are
generally  allocated  in  accordance  with  the  partners'   respective  capital
contributions, except that depreciation is allocated to the general partner, and
distributions to the partners will be made in the same ratios as the allocations
of profits and losses.  Pursuant to the  partnership  agreement,  DJ Services is
entitled to reimbursement for expenses and indemnification  from the Partnership
for acting in its  capacity as general  partner.  Other than the purchase of its
partnership interest, the Company has made no other payments with respect to the
Partnership.

Mr.  Robert B.  Lee,  a  director  of the  Company  and the  Chairman  and Chief
Executive  Officer of CCI, is a partner in a joint venture which is a party to a
lease  agreement with the Company's CCI  subsidiary.  Pursuant to the agreement,
CCI leases from the joint venture a parcel of property  constituting  a majority
CCI's  manufacturing  facilities.  During the year ended  December 31, 1998, the
Company paid $1,134,000 under the lease agreement. The lease agreement calls for
future  payments of  $1,159,000  annually,  adjusted 3% annually for  inflation,
through  October 31, 2000.  In addition,  Mr. Lee is a partner in another  joint
venture which in 1998 leased to CCI a separate parcel  containing  manufacturing
facilities  used by CCI (the  "Acquired  Property").  During  fiscal  1998,  the
Company  paid  $334,000  in rent  under the  lease  agreement  for the  Acquired
Property.  On October 8, 1998, the Company  purchased the Acquired Property from
Mr. Lee's joint  venture for  $2,100,000  pursuant to the exercise of a purchase
option contained in the lease agreement for such property.


Werbel & Carnelutti, 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 during the year ended December 31, 1998.

                                      F-12
<PAGE>

                          NATIONAL R.V. HOLDINGS, INC.

                        VALUATION AND QUALIFYING ACCOUNTS

              For the years ended December 31, 1998, 1997 and 1996

<TABLE>
<CAPTION>
                                                                               Additions
                                                            Balance at        charged to                              Balance at
                                                            beginning            costs                                  end of
                                                            of period          and expenses      Deductions             Period
Twelve months ended December 31, 1998
<S>                                                             <C>                <C>                <C>              <C>      
     Allowance for doubtful accounts                         $   180,000       $    19,664        $    11,664          $   188,000
     Workers compensation self-insurance reserve                 402,000         3,608,907          2,516,907            1,494,000
     Motorhome warranty reserve                                4,036,000        10,018,529          8,230,529            5,824,000
                                                         -----------------  ----------------   ----------------     ----------------
                                                             $ 4,618,000       $13,647,100        $10,759,100          $ 7,506,000

Twelve months ended December 31, 1997
     Allowance for doubtful accounts                         $   177,000       $    12,842        $     9,842          $   180,000
     Workers compensation self-insurance reserve                 347,000         1,087,921          1,032,921              402,000
     Motorhome warranty reserve                                1,840,000         8,004,383          5,808,383            4,036,000
                                                         -----------------  ----------------   ----------------     ----------------
                                                             $ 2,364,000       $ 9,105,146        $ 6,851,146          $ 4,618,000

Twelve months ended December 31, 1996
     Allowance for doubtful accounts                         $    40,000       $   206,520        $    69,520          $   177,000
     Workers compensation self-insurance reserve                 317,000           793,300            763,300              347,000
     Motorhome warranty reserve                                  445,000         2,062,084            667,084            1,840,000
                                                         -----------------  ----------------   ----------------     ----------------
                                                             $   802,000       $ 3,061,904        $ 1,499,904          $ 2,364,000
</TABLE>

                                                               F-13
<PAGE>

                                                           Exhibit 10.35


                    FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT



                  THIS FOURTH  AMENDMENT TO  EMPLOYMENT  AGREEMENT,  dated as of
October  31,  1998  (this  "Amendment"),   by  and  between  WAYNE  MERTES  (the
"Executive")  and NATIONAL  R.V.  HOLDINGS,  INC., a Delaware  corporation  (the
"Company").


                               W I T N E S S E T H


                  WHEREAS,  the Executive and National R.V.,  Inc., a California
corporation  and  a  wholly-owned   subsidiary  of  the  Company  ("NRV"),  have
previously entered into an Employment  Agreement,  dated as of October 29, 1991,
as amended by the Amendment to Employment  Agreement,  dated as of July 2, 1993,
the Second Amendment to Employment  Agreement,  dated as of May 23, 1994 and the
Third  Amendment to  Employment  Agreement,  dated as of October 31, 1996 (as so
amended,  the  "Employment  Agreement"),  which,  by its terms,  is scheduled to
terminate on October 31, 1998; and

                  WHEREAS,  the Employment  Agreement was assigned by NRV to the
Company pursuant to that certain Assignment Agreement, dated as of September 29,
1993, with the consent of the Executive;

                  WHEREAS,  the  Executive  and the Company wish to hereby amend
the Employment Agreement in order to extend the term of the Employment Agreement
an additional two years until October 31, 2000 and to amend certain other terms.

                  NOW,  THEREFORE,  in  consideration of the mutual promises and
covenants  contained  herein,  and  intending to be legally  bound  hereby,  the
parties hereto agree to amend the Employment Agreement as follows:

                  I. Amendment to Employment Agreement. The Employment Agreement
shall be amended, effective October 31, 1998, as follows:

                  (a) Section  3(a) shall be amended by deleting the year "1996"
on the second line thereof and substituting in lieu thereof the year "2000";

<PAGE>

                  (b) Section  3(c) shall be amended by deleting the year "1996"
on the sixteenth line thereof and  substituting in lieu thereof the year "2000";
and

                  (c)  Section  4(a)  shall be  amended  by  deleting  it in its
entirety and substituting in lieu thereof the following:

                  During  the  Term of  Employment,  the  Company  shall  pay to
                  Executive as compensation for Executive's  services hereunder,
                  $260,000  per year,  in equal  monthly  installments,  plus an
                  incentive  bonus  equal to 20% of  Defined  Income  earned  in
                  excess of  $5,392,000  with respect to each fiscal year of the
                  Company  during  the Term of  Employment,  provided  that such
                  incentive  bonus shall not exceed $230,000 for any fiscal year
                  of the Company ending December 31, 1998 or thereafter.

(d) There shall be added to the  Employment  Agreement a new Section  4(d) which
shall read in its entirety as follows:

                  The Company shall provide  Executive  with a split dollar life
                  insurance  policy  in the face  amount  of  $2,950,000  and an
                  annual  premium not greater  than  $150,000  per year for five
                  years.  The Company and the  Executive  agree that the Company
                  shall own the cash value of the  policy  and that the  Company
                  will be entitled to withdraw from the policy $92,601 per annum
                  until  the  aggregate  premiums  paid  by the  Company  to the
                  insurance  carrier are repaid.  To insure the repayment to the
                  Company of the  aggregate  premiums  paid by the Company,  the
                  parties  agree  that  upon  the  death of the  Executive,  the
                  Company  shall be entitled to receive from the policy's  death
                  benefits the greater of the aggregate premiums not theretofore
                  repaid to the Company and the then cash value of the insurance
                  policy.   The  parties  agree  to  enter  into  any  necessary
                  agreements   with  the   insurance   carrier  to  reflect  the
                  foregoing.

                  II.   Miscellaneous.It  is  understood  and  agreed  that,  as
amendment by the amendments set forth in Part I above, the Employment  Agreement
is in all respects  ratified and confirmed  and, as so amended,  shall remain in
full  force  and  effect;  and  that,  except  for  said  amendments,  no  other
modification  of any of the terms of the  Employment  Agreement  shall be deemed
effected by the execution of this  Amendment.  This Amendment  shall be governed
and  construed  and  enforced  in  accordance  with  the  laws of the  State  of
California.   This   Amendment   may  be  executed   and  accepted  on  separate
counterparts,  each of which  shall be an  original,  but all of which  together
shall constitute one and the same instrument.

<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have set their hands as
of the day and year first above written.

                                  EXECUTIVE:

                                  ----------------------------
                                  Wayne Mertes

                                  NATIONAL R.V. HOLDINGS, INC.



                                  By:_________________________
                                     Name:
                                     Title:


<PAGE>

                                                       Exhibit 23.1






                       CONSENT OF INDEPENDENT ACCOUNTANTS


We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statement on Form S-8 (No.  333-41905)  of National R.V.  Holdings,  Inc. of our
report dated February 12, 1999, appearing on page F-1 of this Form 10-K.





PricewaterhouseCoopers LLP


Los Angeles, California
March 30, 1999