**UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549**

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**FORM 10-K/AAmendment No. 1**

**(MarkOne)**
| ý | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**     |
|--------|-----------------------------------------------------------------------------------------------|
|   | ** **                                                                                    |
|   | **For the  year ended December 31, 2006**                                                     |
|   | **OR**                                                                                        |
|   | ** **                                                                                    |
| o      | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|   | ** **                                                                                    |
|   | **Commission file number: 001-12085**                                                         |

 

**NATIONAL R.V. HOLDINGS, INC.** (Exact name of registrant asspecified in its charter)
| **Delaware**                                                     | **No. 33-0371079**              |
|------------------------------------------------------------------|--------------------------------------|
| (State or other jurisdiction  of  incorporation or organization) | (I.R.S. Employer Identification No.) |
| **100 West Sinclair Street, Perris, California**                 | **92571**                            |
| (Address of principal executive offices)                         | (Zip Code)                           |
|                                                             |                                 |
| **(951)  436-3000**                                              |
| (Registrant’s telephone number, including area code)        |

 

Securities registeredpursuant to Section 12(b) of the Act:

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

 

Securities registered pursuant toSection 12(g) of the Act:  **None**

Indicate by check mark if the registrant is awell-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  o     No  x

Indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or Section 15(d) of theExchange Act.

Yes  o     No  x

Indicate by check mark whether the registrant(1) has filed all reports required to be filed by Section 13 or15(d) of the Exchange Act during the preceding 12 months (or for suchshorter 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  o

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not contained herein, and willnot be contained, to the best of registrant’ s knowledge, in definitive proxyor information statements incorporated by reference in Part III of thisForm 10-K or any amendment to this Form 10-K.

o

Indicate by check mark whetherthe registrant is a large accelerated filer, an accelerated filer or anon-accelerated filer. See definition of “accelerated filer” or “largeaccelerated filer” in Rule 12b-2 of the Exchange Act.
| Large accelerated  filer           o | Accelerated  filer           x | Non-accelerated  filer           o |
|---------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------|

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act).

Yes  o     No  x

The aggregate market value of voting and non-voting commonequity held by non-affiliates of the registrant (assuming for these purposes,but without conceding, that all executive Officers and Directors are “affiliates”of the Registrant) was approximately $52,250,537 as of the last business day ofthe registrant’ s most recently completed second fiscal quarter, based on theclosing sale price upon the New York Stock Exchange reported for such date.

There were 10,339,484 shares of the registrant’ scommon stock issued and outstanding as of March 19, 2007.

DOCUMENTS INCORPORATED BYREFERENCE

None.

 

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**EXPLANATORYNOTE**

National R.V. Holdings, Inc. (the “Company”)amends its Annual Report on Form 10-K for the fiscal year ended December 31,2006 (filed on April 2, 2007), as set forth in this Form 10-K/A (AmendmentNo. 1), solely to include the information required in Items 10, 11, 12, 13and 14 of Part III.

**TABLEOF CONTENTS**
|                                                                                                           |
|-----------------------------------------------------------------------------------------------------------|
| **PART III**                                                                                         |
|                                                                                                      |
| Item 10. Directors, Executive Officers and Corporate  Governance                                          |
| Item 11. Executive Compensation                                                                           |
| Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related  Stockholder Matters |
| Item 13.  Certain Relationships and Related Transactions, and Director Independence                       |
| Item 14. Principal Accountant Fees and Services                                                           |
|                                                                                                      |
|                                                                                                      |
| **PART IV**                                                                                          |
|                                                                                                      |
| Item 15. Exhibits                                                                                         |
| SIGNATURES                                                                                                |
|                                                                                                      |

 

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**PART III**

**Item 10.Directors, Executive Officers and Corporate Governance**

The executive officers and directors of the Companyare as follows:
| **Name**               | ** ** | ** ** | ** ** | **Age**                                          | ** ** | **Position** | ** ** | ** ** |
|------------------------|------------|------------|------------|--------------------------------------------------|------------|--------------|------------|------------|
| Doy B. Henley          |       | 77         |       | Chairman of the Board  (1)(2)                    |
| Bradley C. Albrechtsen |       | 44         |       | President, Chief  Executive Officer and Director |
| David J. Humphreys     |       | 71         |       | Director (2)                                     |
| Gregory McCaffery      |       | 53         |       | Director (1)(2)                                  |
| James B. Roszak        |       | 65         |       | Director (1)(2)                                  |
| Thomas J. Martini      |       | 58         |       | Chief Financial Officer                          |
| Jonathan C. Corn       |       | 42         |       | Vice President - General Counsel                 |

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(1)             Memberof the Audit Committee and Compensation Committee.

(2)             Memberof the Nominating/Corporate Governance Committee.

**Executive Officersand Directors**

DOY B. HENLEY. Mr. Henley has served as Chairman of the Board since September 2001 andhas been a director of the Company since February 1998. Mr. Henley is a ClassIII director whose term expires in 2009. Mr. Henley is chief executive officer of Henley Properties, a privatereal estate management company.  Mr.Henley was a founder and, from 1966 to 1997, had been the Chairman and ChiefExecutive Officer of Aeromil Engineering Company, a computer-automatedmanufacturing firm engaged in the production of complex machined titanium tracksystems and structural components for the aerospace industry.  Mr. Henley also serves on the Board ofChapman University and The Salvation Army Advisory Board.

BRADLEY C. ALBRECHTSEN. Mr. Albrechtsen has beenPresident, Chief Executive Officer and a director since September 2001, ChiefFinancial Officer and Treasurer of the Company from April 1999 to September2001 and Assistant Secretary from January 1999 to September 2001. Mr.Albrechtsen served as the Company’s Controller from 1993 through April 1999 andas Assistant Controller prior to 1993. Mr. Albrechtsen is a Class I directorwhose term expires in 2008. Mr. Albrechtsen is a certified public accountantwith six years of public accounting experience, including three years at ArthurYoung & Co. (the predecessor of Ernst & Young).

DAVID J. HUMPHREYS. Mr. Humphreys has been a director of the Company since February2006.  Mr. Humphreys is a Class IDirector whose term expires in 2008. Mr. Humphreys was President of theRecreation Vehicle Industry Association (RVIA) from 1979 until his retirementin January 2006.  Prior to 1979 he servedfor nearly ten years as RVIA’ s outside legal counsel.  Mr. Humphreys has been a member of the Board of Directors of the TravelIndustry Association of America (TIA), the umbrella organization for allsegments of the travel and tourism industry, since 1985 and was its NationalChairman from 1990 to 1991.  Mr.Humphreys has also been a member of the Boardof Directors of the American Highway Users Alliance (formerly HighwayUsers Federation), whose membership includes representatives of the oil,trucking, automobile and tire industries.

GREGORY McCAFFERY.  Mr. McCaffery has beena director of the Company since February 1998. Mr. McCaffery is a Class IIdirector whose term expires in 2007. Mr. McCaffery is a founder and presidentof, and since 1984 has operated, McCaffery Homebuilders, a builder of customhomes located in Orange Country, California.

JAMES B. ROSZAK. Mr. Roszak has been a director of the Company since June 2003 and is aClass III director whose term expires in 2009. Mr. Roszak was employed by the Life Insurance Division of TransamericaCorporation, a financial services organization engaged in life insurance,commercial lending, leasing and real estate services, from June 1962 throughhis retirement as President of such division in June 1997. Mr. Roszak alsoserved as interim Chief Executive Officer and a director of buy.com, anInternet retailer, from February 2001 through August 2001.  In addition to the Company, Mr. Roszak servesas a director of General Finance Corporation and a member of the board oftrustees for Chapman University.

THOMAS J. MARTINI. Mr. Martini was named Chief Financial Officer in May 2005 and has servedas Treasurer since joining the Company in March 2004.  Prior to joining the Company, Mr. Martini wasVice President and Treasurer for Coachmen Industries, Inc., a publicly tradedrecreational vehicle manufacturer, from March 2001 to December 2003.  From February 1991 to March 2001, Mr. Martiniserved as Chief Financial Officer of Miller Building Systems, Inc., amanufacturer of commercial and institutional buildings, that was publiclytraded prior to its acquisition in 2000 by Coachmen Industries, Inc. From 1978to 1991, Mr. Martini held a number of senior financial management positions forseveral manufacturing organizations. Mr. Martini is a certified publicaccountant.

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JONATHAN C. CORN. Mr. Corn has been Vice President -General Counsel since April 2002, and General Counsel since December 2001. Mr.Corn is an attorney who received his law degree from Georgetown University LawCenter in 1991. Prior to joining the Company, Mr. Corn practiced law in SanDiego.  His firm, Corn & Associates,P.C., was a specialty firm focused on the representation of RV manufacturers anddealers.

**Section 16(a)Beneficial Ownership Reporting Compliance**

Based solely upon a review of the copies of the formsfurnished to the Company, or written representations from certain reportingpersons, the Company believes that during the year ended December 31, 2006, allfiling requirements applicable to its officers and directors were complied withby such individuals, except for (1) late filings on Form 4 by GregoryMcCaffery, David Humphreys, James Roszak and Robert Lee reporting the grant ofstock options on March 22, 2006 that were filed on March 27, 2006, (2) a latefiling on Form 4 by Bradley Albrechtsen in connection with the purchase ofshares of common stock, and (3) a late filing on Form 3 by David Humphreys inconnection with Mr. Humphreys becoming a director of the Company on February16, 2006 that was filed on March 2, 2006.

**Code of BusinessConduct and Ethics**

The Company has adopted a written code of conduct andethics (the “Code”) which is applicable to all of the Company’s officers,directors and employees, including the Company’s Chief Executive Officer andChief Financial Officer (collectively, the “Senior Officers”). In accordancewith the rules and regulations of the Securities and Exchange Commission andthe rules of the NYSE Arca, a copy of the Code has been posted on the Company’swebsite at http://www.nrvh.com. The Company intends to disclose any changes inor waivers from the Code applicable to any Senior Officers on its website or byfiling a Form 8-K.

**CorporateGovernance**

The Board ofDirectors has a standing Audit Committee. The Audit Committee currentlyconsists of Messrs. Doy Henley, Gregory McCaffery and James Roszak (chairman).The Board has determined that all members of the Audit Committee areindependent directors under the rules of the NYSE Arca and each of them meetsthe financial literacy and sophistication requirements under the rules of theNYSE Arca. The Board has determined that Mr. Roszak qualifies as an “auditcommittee financial expert” as defined by the rules of the Securities andExchange Commission. The purpose of the Audit Committee is to oversee theaccounting and financial reporting processes of the Company and audits of itsfinancial statements. The responsibilities of the Audit Committee includeappointing and providing the compensation of the independent accountants toconduct the annual audit of the Company’s accounts, reviewing the scope andresults of the independent audits, reviewing and evaluating internal accountingpolicies, and approving all professional services to be provided to the Companyby its independent accountants.

**Item 11. ExecutiveCompensation**

**COMPENSATION OFEXECUTIVE OFFICERS**

**COMPENSATIONDISCUSSION AND ANALYSIS**

The members of the compensationCommittee of the Board of Directors currently consist of Messrs. Doy Henley,Gregory McCaffery and James Roszak.  Allcommittee members have been and currently are independent nonemployee directorsas defined under Rule 16b-3 of the Securities Exchange Act of 1934 and satisfythe director independence requirements of the NYSE Arca and the definition of “outsidedirector” under Section 162(m) of the Internal Revenue Code. No specialexpertise in compensation matters is required for appointment to the Committee.

The Compensation Committee is responsible for allcomponents of the Company’s executive compensation program and foradministering all stock option plans, including the 1996 Stock Option Plan (the“1996 Plan”), the 1997 Stock Option Plan (the “1997 Plan”) and the Amended andRestated 1999 Stock Option Plan (the “1999 Plan”), under which stock optiongrants may be made to executive officers. On an annual basis, the Compensation Committeeevaluates the performance and compensation of the Company’s chief executiveofficer. The Committee also reviews and recommends the compensation of the Boardfor approval by the entire Board.

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**CompensationConsultant/Role of Executives**

In 2005 and 2006, RSM McGladrey, Inc. (“McGladrey”)provided executive compensation consulting services at the request of the Committee.  McGladrey provides the Committee withrelevant market data and alternatives to consider when making decisions for thenamed executive officers as well as other key officers. The Committee has thesole authority to hire and fire McGladrey. The Committee determines McGladrey’swork assignments and receives McGladrey’s final work product. Management doesnot have its own compensation consultant.

The Company’s chief executive officer, BradleyAlbrechtsen, annually reviews the performance of each named executive officer(other than the chief executive officer whose performance is reviewed bythe Committee). Mr. Albrechtsen’s conclusions and recommendations based onthose reviews are presented to the Committee for consideration.

**COMPENSATIONPHILOSOPHY**

The committee’swork is guided by the following three principles:

·                                          Attractand retain talented executive personnel by providing competitive compensationopportunities;

·                                          Directlylink compensation to individual contribution and Company performance; and

·                                          Tiemeaningful compensation opportunities to the creation of additional stockholdervalue.

Our executive compensation philosophy is implementedthrough three key elements. The first element is to attract and retain talentedexecutive personnel by paying them a base salary at a level comparable to themarket. Offering competitive base salary is designed to provide executivepersonnel with the benefits of a stable base compensation that is comparable towhat they would receive from most of our competitors. The second element is anannual bonus plan, which ties annual bonus payments to a percentage of anexecutive’s base salary and to objective performance criteria relating to theCompany’s achieving targeted levels of earnings before interest, taxes, depreciationand amortization (“EBITDA”) for a particular year. The third element is toprovide executive personnel with stock option awards in order to alignexecutives’ incentives with stockholder value creation and promote long-termstrategic focus and goal accomplishment. The Committee ties such equity awardsto a percentage of an executive’s base salary according to responsibilitylevel.

In making compensation decisions for the namedexecutive officers, the Committee compares each element of total compensationagainst a peer group of publicly-traded companies. This peer group, which isperiodically reviewed and updated by the Committee, generally includes othercompanies in the recreational vehicle industry, such as Fleetwood Enterprises,Inc., Monaco Coach Corporation, Thor Industries, Inc., CoachmenIndustries, Inc. and Winnebago Industries, Inc., as well as a range ofmanufacturing companies with whom the Company might reasonably compete forexecutive talent. Inaddition, the Committee also used individual “tally sheets” to list and totalthe various components of compensation for each executive and compare it tomarket data.

Historically, during periods of strong operatingperformance by the Company compared to its peer group, based upon the recommendation of the Compensation Committee, the Company has positionedsalaries, together with target bonuses and stock options, at median compensation levels for comparable positionsand responsibilities in the peergroup. During the past three fiscal years, the Company has experienced periods of weak relative operatingperformance.  As a result of the Compensation Committee’s compensation philosophy,the Company positioned total compensation at or near the bottom of its peer group.

**COMPONENTS OF EXECUTIVECOMPENSATION**

**Base Salaries**

The Committee performs an annual review of basesalaries for named executive officers and other employees based on market data,an internal review of each executive’s compensation relative to other officers,and the individual performance of the executive. Base salary ranges areestablished for each executive based on market data for the Company’s industry,which includes blended data from the proxies of the peer group, whereavailable, and survey data (together, the “Market Data”). During the pastseveral years, the Company has positioned base salary for its named executiveofficers in the lower percentile of this Market Data due to the Company’sfinancial performance. Adjustments to this base salary level may be made by theCommittee based on an evaluation of the executive’s responsibilities andachievement of business results, and the Company’s performance. In March 2006,the Committee approved base salary increases for the named executive officers,ranging from 0% to 21%. However, due to the Company’s financial performance in2006, certain of the named executive officers did not receive such salaryincreases upon mutual agreement of the committee and such named executiveofficers.

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** **

**Short-termIncentive Compensation**

The Company’s annual bonus plan (the “Bonus Plan”) isintended to: (i) enhance stockholder value by promoting strong linkages betweenemployee performance and Company performance; (ii) support achievement of theCompany’s business objectives; and (iii) promote retention of participatingemployees by providing them with the opportunity to earn incentive pay toincrease their total annual cash compensation up to a certain percentage ofbase salary based on a review of Market Data. The Bonus Plan providesguidelines for the calculation of non-equity incentive based compensation,subject to Committee oversight and modification. Each year the Committeedecides whether to establish a Bonus Plan and which executives should beincluded. At the beginning of the following year, the Committee reviews actualperformance for the previous year against the pre-established target andindividual executive performance and approves any payments to be made under theBonus Plan.

The payouts under this Bonus Plan for each participantare calculated based upon the formula of base salary multiplied by theindividual target bonus, which for 2006 was a percentage of base salary rangingfrom 30% to 75% for the named executive officers. For the named executiveofficers, receipt of awards under the 2006 Bonus Plan was tied solely to theCompany’s 2006 EBITDA results.  Under the2006 Bonus Plan, if 100% of the EBITDA targets were achieved, the Bonus Planwould pay out 100% of the individual target bonus for each named executiveofficer. If 120% of the EBITDA targets were achieved, the Bonus Plan would payout approximately 150% of the individual target bonus for each named executiveofficer. In order for awards to be made under the 2006 Bonus Plan,  the Company needed to achieve at least 80% ofthe EBITDA targets. The maximum amount that could be paid to any participantwas $360,000.

While the Committee approved the above described BonusPlan for 2006, the Company’s named executive officers and the committeemutually agreed that participation in the 2006 Bonus Plan would not be formallyawarded to the named executive officers due to the Company’s financialperformance. Additionally, even if the named executive officers had agreed toparticipate in the 2006 Bonus Plan, the Company’s EBITDA results for 2006 fellbelow the 2006 Bonus Plan’s minimum payout thresholds.  For 2007, the Bonus Plan will operate in asubstantially similar way to the 2006 Bonus Plan. The Committee has yet toapprove a 2007 Bonus Plan.

**Stock OptionGrants**

Historically, the Company’s equity awards have beenstock options, which the Company continues to believe appropriately linkindividual compensation to individual contribution and Company performance, andalign the executives’ financial interests with those of our stockholders.Generally, stock option award levels are determined based on Market Data andthe amount of stock available for grant in the equity plans. The award amountvaries among participants based on position within the Company and level ofresponsibility.  All awards under theCompany’s stock plans are made at the market price at the time of the award inaccordance with the provisions of our stock plans. The plans require that awardsbe priced at the “fair market value” which is based on the closing sales pricefor Company’s common stock on the NYSE Arca on the date of grant. The Committeehas adopted a policy that equity-based grants under the plans will only be madeat the time of the Company’s annual meeting of stockholders. The Company doesnot have any program, plan or practice to time annual or ad hoc grants ofequity-based awards in coordination with the release of material non-publicinformation or otherwise.

In 2006, as part of the Committee’s total compensationreview, the Committee approved option award targets for the named executiveofficers based on a percentage of base salary ranging from 30% to 80%, with thenumber of shares represented by such option awards to be calculated by dividingsuch value by the market price on the date of grant and dividing such amount bya Black-Scholes option valuing factor. However, since the Company did not havean annual meeting in 2006, such option awards were not granted in 2006 and wereinstead granted at the time of the Company’s annual meeting of stockholders,held on January 31, 2007.

Under its charter, the Compensation Committee is theadministrator of all of our equity plans, including the 1996 Plan, 1997 Planand the 1999 Plan. The committee, among other things, approves grantees underthe plans who have been proposed by management, approves the form of grantagreements and determines the terms and restrictions applicable to the equityawards. The Committee also monitors the dilution and overhang effects of ouroutstanding stock options in relation to the total number of outstanding sharesof our common stock.

The Company does not have stock ownership or retentionguidelines for its officers or directors. However, our named executiveofficers, along with other key employees, are subject to the Company’s specialtrading policy, which restricts 

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insiders’ trading in Company stock to defined periodseach quarter starting on the second day following the release of quarterlyearnings to the fifteenth day prior to the end of a financial quarter. Inaddition, employees subject to this policy must receive written pre-clearancefrom our chief financial officer prior to conducting any trades. Purchases andsales of stock pursuant to pre-approved 10b5-1 trading plans are exempt fromthis policy. The Company encourages executives to adopt 10b5-1 plans but doesnot require their use for all trading activity.

Our stock option grants to officers and employeesgenerally vest 1/3rd upon the one-year anniversary of the grant date and 1/3rdof the remaining shares each year thereafter until such grant is fully vestedon the three-year anniversary of the grant date. The vesting schedule and thenumber of shares granted are established to ensure a meaningful incentive toremain in the Company’s employ. Accordingly, the option will provide a returnto the employee only if he or she remains in the Company’s service, and thenonly if the market price of the Company’s Common Stock appreciates over the optionterm.

**Change inControl Agreements**

The Company has not entered into any change incontrol severance agreements with its named executive officers.

**Other Benefits**

Named executive officers participate in variousmedical, dental, life, disability and benefit programs, including the 401(k)plan, that are generally made available to all salaried employees.

**CEO Compensation**

Mr. Albrechtsen’s 2006 compensation consisted of basesalary. The Compensation Committee determined his compensation using methods consistentwith those used for other senior executives of the Company. In March 2006,as part of the annual officers’ compensation review, the committee approved anincrease to Mr. Albrechtsen’s annualized base salary in recognition of both hisperformance as CEO and competitive market salary levels. Additionally, theCommittee approved a target cash bonus for Mr. Albrechtsen under the 2006 BonusPlan. However, due to the Company’s financial performance, Mr. Albrechtsen andthe committee mutually agreed that the salary increase would not take effect in2006 and participation in the 2006 Bonus Plan would not be formally awarded.The actual awards paid in 2006 are shown in the Summary Compensation Table.

**TAX AND ACCOUNTINGCONSIDERATIONS**

**Deductibility ofExecutive Compensation**

In making compensation decisions affecting theexecutive officers, the Compensation Committee considers the Company’s abilityto deduct under applicable federal corporate income tax law compensationpayments made to executives. Specifically, the Committee considers therequirements and impact of Section 162(m) of the Internal Revenue Code, whichgenerally disallows a tax deduction for annual compensation in excess of $1million paid to our named executive officers. Certain compensation thatqualifies under applicable tax regulations as “performance-based” compensationis specifically exempted from this deduction rule. The Committee cannot assurethat it will be able to fully deduct all amounts of compensation paid topersons who are named executive officers in the future. Further, because the Committeebelieves it is important to preserve flexibility in designing its compensationprograms, it has not adopted a policy that all compensation must qualify asdeductible under Section 162(m). The cash compensation that the Company paid toeach of its named executive officers during 2006 was below $1,000,000. Webelieve that stock options granted to named executive officers under the 1996Plan, 1997 Plan and 1999 Plan would qualify as “performance-based compensation”and therefore are Section 162(m) qualified. Annual cash incentive awards underthe Bonus Plan are not Section 162(m) qualified.

**Accounting forStock-Based Compensation**

On January 1, 2006, the Company adopted the fair valuerecognition provisions of  revisedStatement of Financial Accounting Standards No. 123R, “Share-Based Payment” (“SFASNo. 123R”), to account for all stock grants under all of its stock plans.

**COMPENSATIONCOMMITTEE REPORT (1)**

The Compensation Committee has reviewed and discussedthe foregoing Compensation Discussion and Analysis required by Item 402(b) ofSEC Regulation S-K with management and, based on such review and discussions,the Compensation Committee has recommended to the Board of Directors that theCompensation Discussion and Analysis be included in this Form 10-K/A.

Submitted by the members of the Compensation Committee:

Doy B. HenleyGregory McCafferyJames B. Roszak

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(1)             Thematerial in this report is not “soliciting material,” is not deemed “filed”with the SEC and is not to be incorporated by reference in any filing of theCompany under the Securities Act or the Exchange Act, whether made before orafter the date hereof and irrespective of any general incorporation language inany such filing.

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**2006 SUMMARYCOMPENSATION TABLE**

The following table sets forth all of the compensationawarded to, earned by, or paid to our “principal executive officer,” “principalfinancial officer” and our other executive officer (whose total compensation in2006 exceeded $100,000 our “Named Executive Officers”).
| ** **                                     | ** ** | ** ** | ** ** | ** ** | ** ** | **Option** | ** ** | **All Other** | ** ** | ** ** | ** ** |
|------------------------------------------------|------------|------------|------------|------------|------------|------------|------------|--------------------|------------|------------|------------|
| ** **                                     | ** ** | ** ** | ** ** | ** ** | ** ** | **Awards** | ** ** | **Compensation**   | ** ** | ** ** | ** ** |
| ** **                                     | ** ** | ** ** | ** ** | **Salary** | ** ** | **$**      | ** ** | **$**              | ** ** | **Total**  | ** ** |
| **Name and Principal Position** | ** ** | **Year**   | ** ** | **$**      | ** ** | **(1)**    | ** ** | **(2)**            | ** ** | **$**      | ** ** |
|                                           |       |       |       |       |       |       |       |               |       |       |       |
| Bradley C. Albrechtsen                         |       | 2006       |       | $          | 265,000    |       | $          | 76,654             |       | $          | 7,600      |   | $ | 349,254 |   |
| President and  CEO                             |       |       |       |       |       |       |       |               |       |       |       |
|                                           |       |       |       |       |       |       |       |               |       |       |       |
| Thomas J. Martini                              |       | 2006       |       | $          | 216,923    |       | $          | 22,713             |       | $          | 4,846      |   | $ | 244,482 |   |
| Chief Financial  Officer                       |       |       |       |       |       |       |       |               |       |       |       |
|                                           |       |       |       |       |       |       |       |               |       |       |       |
| Jonathan C. Corn                               |       | 2006       |       | $          | 215,879    |       | $          | 14,411             |       | $          | 3,765      |   | $ | 234,055 |   |
| Vice President  and                            |       |       |       |       |       |       |       |               |       |       |       |
| General Counsel                                |       |       |       |       |       |       |       |               |       |       |       |
|                                           |       |       |       |       |       |       |       |               |       |       |       |

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(1)             Theamounts in this column represent the dollar amount recognized for financialstatement reporting purposes in 2006 fiscal year in accordance with SFAS No.123R, all of which related to grants made prior to the 2006. See *Share-based Compensation of*Note 2 ofthe notes to our consolidated financial statements in our Annual Report onForm 10-K filed on April 2, 2007 for a discussion of all assumptions madeby the Company in determining the SFAS No. 123R values of its equityawards.

(2)             Thisamount consists of Company matching contributions to the Company’s 401k plan.

**2006 GRANTS OFPLAN-BASED AWARDS**

The Company did not grant any equity or non-equitysaward to our Named Executive Officers during fiscal year 2006.

**OUTSTANDING EQUITYAWARDS AT YEAR-END**

The following table sets forth information regardingeach unexercised option previously awarded to our Named Executive Officers asof December 31, 2006.
| ** **             | ** ** | **Option Awards**                                                                     | ** ** |
|------------------------|------------|--------------------------------------------------------------------------------------------|------------|
| **Name**               | ** ** | **Number of  Securities Underlying  Unexercised Options  (#)  Exercisable** | ** ** | **Number of  Securities  Underlying  Unexercised  Options  (#)  Unexercisable  (1)** | ** ** | **Option  Exercise  Price  ($)** | ** ** | **Option  Expiration  Date** | ** ** |
| Bradley C. Albrechtsen |       | 33,335                                                                                     |       | 16,665 |   | 9.5 |   | 2/4/2014 |   |
|                   |       | 6,667                                                                                      |       | 13,333 |   | 6.31 |   | 12/9/2015 |   |
| Thomas J.  Martini     |       | 3,334                                                                                      |       | 1,666 |   | 12.49 |   | 5/17/2014 |   |
|                   |       | 5,334                                                                                      |       | 10,666 |   | 6.31 |   | 12/9/2015 |   |
| Jonathan C. Corn       |       | 6,667                                                                                      |       | 3,333 |   | 9.5 |   | 2/4/2014 |   |
|                   |       | 1,000                                                                                      |       | 2,000 |   | 6.31 |   | 12/9/2015 |   |

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(1)             Allof the unexercisable securities set forth in this column vest at a rate of1/3rd upon the one year anniversary of the grant date of such award, which isten (10) years prior to the option expiration date set forth and 1/3rd of theremaining unvested shares on each yearly anniversay thereafter until the awardis fully vested on the third anniversary of the grant date.

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####  

**DirectorCompensation**

Effective January 1, 2003, non-employee directorsreceive an annual director retainer of $30,000, an in-person per meeting fee of$1,000 and a telephone meeting fee of $500. In addition, the chairman of the Board of Directors is entitled to anadditional annual fee of $30,000, members of a Board committee are entitled toan annual fee of $3,000 and the Audit Committee chairman is entitled to anadditional annual fee of $10,000.  Mr.Albrechtsen does not receive any additional compensation for acting as adirector.  Directors are also entitled toreceive reimbursement for traveling costs and other out-of-pocket expensesincurred in attending Board and committee meetings.  The Company does not have a formal policy ofgranting option awards to its non-employee directors, but does grant optionawards to its non-employee directors on a discretionary basis based on suchdirectors’ positions on the Board and Board committees.

The following table sets forth all of the compensationawarded to, earned by, or paid to each person who served as a director during2006, other than a director who also served as a named executive officer.
| ** **          | ** ** | **Fees Earned or** | ** ** | **Option** | ** ** | ** ** | ** ** |
|---------------------|------------|------------------------------|------------|------------|------------|------------|------------|
| ** **          | ** ** | **Paid in**             | ** ** | **Awards** | ** ** | ** ** | ** ** |
| ** **          | ** ** | **Cash**                     | ** ** | **($)**    | ** ** | **Total**  | ** ** |
| **Name**            | ** ** | **($)**                      | ** ** | **(1)**    | ** ** | **($)**    | ** ** |
| Doy B. Henley       |       | $                            | 98,600     |       | $          | 139,500    |       | $ | 238,100 |   |
|                |       |                         |       |       |       |       |       |
| David J.  Humphreys |       | $                            | 33,773     |       | $          | 13,950     |       | $ | 47,723 |   |
|                |       |                         |       |       |       |       |       |
| Robert B. Lee       |       | $                            | 30,000     |       | $          | 27,900     |       | $ | 57,900 |   |
|                |       |                         |       |       |       |       |       |
| Gregory  McCaffery  |       | $                            | 67,500     |       | $          | 69,750     |       | $ | 137,250 |   |
|                |       |                         |       |       |       |       |       |
| James B. Roszak     |       | $                            | 80,000     |       | $          | 139,500    |       | $ | 219,500 |   |
|                |       |                         |       |       |       |       |       |

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(1)             Theoption awards amounts represent the dollar amount recognized for financialstatement reporting purposes with respect to options held by the directorsduring the year in accordance with SFAS No. 123R. Such amounts are equal to thegrant date fair value of each equity award computed in accordance with SFAS No.123R. As of December 31, 2006, our nonemployee directors held outstandingoptions to purchase the following number of shares of our common stock: Doy B.Henley (58,000); David J. Humphreys (5,000); Gregory McCaffery (33,000); and James B. Roszak (50,000).

9

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###  

**CompensationCommittee Interlock and Insider Participation**

Compensation decisionsduring the year ended December 31, 2006 were made by the Board of Directors,which included Bradley C. Albrechtsen, President and Chief Executive Officer ofthe Company, and by the Company’s Compensation Committee. Mr. Albrechtsen didnot participate in Board deliberations or voting concerning his compensation.No executive officer of the Company serves on the Board of Directors orcompensation committee of any entity that has one or more executive officersserving on the Company’ s Board of Directors. No member of the CompensationCommittee is, or ever has been, an employee or officer of the Company.

**Employment Agreements**

Thomas J. Martini, theCompany’s Chief Financial Officer, is a party to an employment agreement withthe Company dated March 16, 2004 entered into at the time Mr. Martini was hiredas the Company’s Treasurer. Mr. Martini was appointed Chief Financial Officerin May 2005 following the resignation of the Company’s then Chief FinancialOfficer. This agreement provides for an employment at-will arrangement and canbe terminated by the Company or Mr. Martini at any time. Effective with hisappointment as Chief Financial Officer, Mr. Martini’s salary was adjusted to$200,000 per year. Under the agreement, Mr. Martini is entitled to certainstandard employee benefits pursuant to such agreement.

Other than the agreement described above, the Companyis not presently a party to an employment or consulting agreement with any ofits executive officers nor were any such agreements in effect during the yearended December 31, 2006.

**Item 12. SecurityOwnership of Certain Beneficial Owners and Management and Related StockholderMatters**

**Share OwnershipTable**

The following table setsforth as of April 1, 2007 the number and percentage of shares of Common Stockheld by (i) each of the Named Executive Officers and directors of the Company,(ii) all persons who are known by the Company to be the beneficial owners of,or who otherwise exercise voting or dispositive control over, five percent ormore of the Company’ s outstanding Common Stock and (iii) all of the Company’ spresent executive officers and directors as a group.  Unless otherwise indicated, the address ofthe individuals and entities below is c/o National R.V. Holdings, Inc., 100West Sinclair Street, Perris, California 92571.

 
| **Name and Address of Beneficial Owner** | ** ** | ** ** | ** ** | **Number of Shares of  Common Stock  Beneficially  Owned(1)** | ** ** | **Percentage of   Common Stock  Beneficially  Owned** | ** ** |
|-------------------------------------------------------------------|------------|------------|------------|-----------------------------------------------------------------------------------|------------|----------------------------------------------------------------------|------------|
| Bradley C. Albrechtsen (2)                                        |       | 76,324     |       | *                                                                                 |       |
| Thomas J. Martini (3)                                             |       | 20,226     |       | *                                                                                 |       |
| Jonathan C. Corn (4)                                              |       | 11,000     |       | *                                                                                 |       |
| Doy B. Henley (5)                                                 |       | 129,000    |       | 1.2%                                                                              |       |
| David J.  Humphreys (6)                                           |       | 5,000      | ** ** | *****                                                                             | ** ** |

 

10

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| **Name and Address of Beneficial Owner**   | ** ** | ** ** | ** ** | **Number of Shares of  Common Stock  Beneficially  Owned(1)** | ** ** | **Percentage of  Common Stock  Beneficially  Owned** | ** ** |
|---------------------------------------------------------------------|------------|------------|------------|-----------------------------------------------------------------------------------|------------|----------------------------------------------------------------|------------|
| Gregory McCaffery (7)                                               |       | 34,162     |       | *                                                                                 |       |
| James B. Roszak (8)                                                 |       | 61,000     |       | *                                                                                 |       |
| Bryant R. Riley (9)                                                 |       | 1,199,383  |       | 11.6%                                                                             |       |
| Gary N. Siegler (10)                                                |       | 967,858    |       | 9.0%                                                                              |       |
| Aegis Financial Corporation (11)                                    |       | 928,895    |       | 9.0%                                                                              |       |
| Dimensional Fund Advisors Inc. (12)                                 |       | 856,891    |       | 8.3%                                                                              |       |
| Yorktown Avenue Capital, LLC (13)                                   |       | 762,108    |       | 7.4%                                                                              |       |
| FMR Corp. (14)                                                      |       | 533,081    |       | 5.3%                                                                              |       |
| All executive  officers and directors as a group (7 in number) (15) |       | 336,712    |       | 3.2%                                                                              |       |

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*                    Less than onepercent.

(1)             Except as otherwiseindicated, the persons named in the table have sole voting and investment powerwith respect to the shares of Common Stock shown as beneficially owned by them.Excludes shares underlying stock options.

(2)             Includes 56,667shares underlying outstanding options exercisable immediately or within 60days.

(3)             Includes 10,334shares underlying outstanding options exercisable immediately or within 60days.

(4)             Includes 11,000shares underlying outstanding options exercisable immediately or within 60days.

(5)             Includes 58,000shares underlying outstanding options exercisable immediately or within 60days.

(6)             Includes 5,000 sharesunderlying outstanding options exercisable immediately or within 60 days.

(7)             Includes 33,000shares underlying outstanding options exercisable immediately or within 60days.

(8)             Includes 50,000shares underlying outstanding options exercisable immediately or within 60days.

(9)             As reported in anAmendment No. 5 to Schedule 13D filed with the SEC by Bryant R. Riley andcertain affiliated parties on February 21, 2007. The principal address for Mr.Riley is 11100 Santa Monica Boulevard, Suite 810, Los Angeles, California90025.

(10)       As reported in an AmendmentNo. 19 to Schedule 13D filed with the SEC by Gary Siegler and certain relatedparties on April 10, 2006. Includes 420,000 shares underlying outstandingoptions. The principal address for Mr. Siegler is 630 5th Avenue, Suite 1465, New York, NY 10022

(11)       As reported in Schedule 13Gfiled with the SEC by Aegis Financial Corporation and certain affiliatedparties on February 14, 2007. The principal address for Aegis FinancialCorporation is 1100 North Glebe Road, Suite 1040, Arlington, Virginia 22201.

(12)       As reported in an AmendmentNo. 6 to Schedule 13G filed with the SEC by Dimensional Fund Advisors Inc. onFebruary 9, 2007. The principal address for Dimensional Fund Advisors Inc. is1299 Ocean Avenue, Santa Monica, California 90401.

(13)       As reported in Schedule13D/A filed with the SEC by Yorktown Avenue Capital, LLC  and certain affiliated parties on April 25,2007. The principal address for Yorktown Avenue Capital, LLC is 415 SouthBoston, 9th Floor, Tulsa, Oklahoma 74103.

(14)       As reported in an AmendmentNo. 7 to Schedule 13G filed with the SEC on behalf of FMR Corp. and certainaffiliated parties on February 14, 2007. The principal address for FMR Corp. is82 Devonshire Street, Boston, Massachusetts 02109.

(15)       Includes the sharesunderlying stock options reported in notes 2 through 8 above.

11

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**Equity PlanInformation**

The following tablesummarizes the Company’ s equity compensation plan information as of December31, 2006. Information is included for both equity compensation plans approvedby the Company’ s stockholders and equity compensation plans not approved bythe Company’ s stockholders.
| ** **                                                     | **Plan Category** | ** ** | ** ** | **(a) Number of   securities to be  issued upon exercise  of outstanding  options, warrants  and rights** | ** ** | **(b) Weighted-  average exercise  price of  outstanding  options, warrants  and rights** | ** ** | **(c) Number of securities  remaining available for  future issuance under  equity compensation  plans (excluding  securities   reflected in column (a))** | ** ** |
|----------------------------------------------------------------|------------------------|------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| Equity compensation  plans approved by security holders        |                   | 818,000    |       | $                                                                                                                                                           | 8.89       |                                                                                                               | 1,526,639  |                                                                                                                                                                                                                        |
| Equity compensation  plans not approved by security holders(1) |                   | —     |       | —                                                                                                                                                      |       | —                                                                                                             |       |
| Totals:                                                        |                   | 818,000    |       | $                                                                                                                                                           | 8.89       |                                                                                                               | 1,526,639  |                                                                                                                                                                                                                        |

 

**Stock Option Plans**

1996 Stock Option Plan

In October 1996, the Company’s Board of Directorsadopted and approved the 1996 Stock Option Plan (the “1996 Option Plan”).  The 1996 Option Plan is designed to serve asan incentive for retaining qualified and competent directors, employees andconsultants.  The 1996 Option Planprovides for the award of options to purchase up to 675,000 shares of CommonStock, of which 140,000 shares were subject to outstanding options as ofDecember 31, 2006. The 1996 Option Plan is administered by the CompensationCommittee of the Board of Directors. The Compensation Committee has, subject tothe provisions of the 1996 Option Plan, full authority to select Companyindividuals eligible to participate in such plan, including officers, directors(whether or not employees) and consultants. The 1996 Option Plan provides for the awarding of incentive stockoptions (as defined in Section 422 of the Internal Revenue Code (the “Code”))and non-incentive stock options.  Optionsgranted pursuant to the 1996 Option Plan will have such vesting schedules andexpiration dates as the Compensation Committee shall establish in connectionwith each participant in the 1996 Option Plan, which terms shall be reflectedin an option agreement executed in connection with the granting of theoption.  During the year ended December31, 2006, 140,000 options were granted under the 1996 Option Plan. The 1996 OptionPlan terminated on October 1, 2006 and no option may be granted thereafter.

1997 Stock Option Plan

In June 1997, the Company’s Board of Directors adoptedand approved the 1997 Stock Option Plan (the “1997 Option Plan”).  The 1997 Option Plan is designed to serve asan incentive for retaining qualified and competent directors, employees andconsultants.  The 1997 Option Planprovides for the award of options to purchase up to 900,000 shares of CommonStock, of which 323,750 shares were subject to outstanding options as of December31, 2006. The 1997 Option Plan is administered by the Board of Directors or, atits option, a committee of the Board of Directors. The Board (or a designatedcommittee) has, subject to the provisions of the 1997 Option Plan, fullauthority to select Company individuals eligible to participate in such plan,including officers, directors (whether or not employees) and consultants.  The 1997 Option Plan provides for theawarding of incentive stock options (as defined in Section 422 of the Code) andnon-incentive stock options. Options granted pursuant to the 1997 Option Planwill have such vesting schedules and expiration dates as the Board (or adesignated committee) shall establish in connection with each participant inthe 1997 Option Plan, which terms shall be reflected in an option agreementexecuted in connection with the granting of the option.  During the year ended December 31, 2006,5,000 options were granted under the 1997 Option Plan.

1999 Stock Option Plan

The Company’s Board of Directors adopted and approvedthe 1999 Stock Option Plan in April 1999 and the amended and restated 1999Stock Option Plan in April 2000 and again in April 2001 (together, the “1999Option Plan”). The 1999 Option Plan is designed to serve as an incentive forretaining qualified and competent directors, employees and consultants. The1999 Option Plan provides for the award of options to purchase up to 1,150,000shares of Common Stock,

12

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of which 354,250 shares were subject to outstandingoptions as of December 31, 2006. The 1999 Option Plan is administered by theCompensation Committee. The Compensation Committee has, subject to theprovisions of the 1999 Option Plan, full authority to select Companyindividuals eligible to participate in such plan, including officers, directors(whether or not employees) and consultants. The 1999 Option Plan provides forthe awarding of incentive stock options (as defined in Section 422 of the Code)and non-incentive stock options. Options granted pursuant to the 1999 OptionPlan will have such vesting schedules and expiration dates as the CompensationCommittee shall establish in connection with each participant in the 1999Option Plan, which terms shall be reflected in an option agreement executed inconnection with the granting of the option. During the year ended December 31,2006, no options were granted under the 1999 Option Plan.

**Item 13. CertainRelationships and Related Transactions, and Director Independence**

**CertainRelationships and Related Transactions**

Mr. Robert B. Lee, a directorof the Company from 1996 through August 21, 2006 and formerly also an executiveofficer of the Company, is a partner in a joint venture which is a party to alease agreement with the Company’s former wholly owned subsidiary, CountryCoach Inc. (“Country Coach”).  Pursuantto the agreement, Country Coach leased from the joint venture a parcel ofproperty constituting a majority of Country Coach’ s manufacturingfacilities.  During the year endedDecember 31, 2006, the Company paid approximately $1.4 million under the leaseagreement. On February 20, 2007, the Companycompleted the sale of Country Coachto Country Coach Holdings LLC, an entity owned primarily by Riley InvestmentManagement, LLC.

It is our policy that allemployees, officers and directors must avoid any activity that is or has theappearance of conflicting with the interests of the Company. This policy isincluded in our Code of Business Conduct and Ethics. We conduct a review of allrelated party transactions for potential conflict of interest situations on anongoing basis and all such transactions relating to executive officers anddirectors must be approved by the independent and disinterested members of ourBoard of Directors or an independent and disinterested committee of the Boardof Directors.

**Director Independence**

As required under the NYSE Arca listing standards, a majority of themembers of a listed company’s Board of Directors must qualify as “independent”as defined in Rule 5.3(k) of the NYSE ArcaEquities Rules. Our Board of Directorsconsults with our outside counsel to ensure that the Board of Directors’  determinations are consistent with allrelevant laws and regulations regarding the definition of “independent,”including those set forth in pertinent listing standards of NYSE Arca, as ineffect from time to time.

Management has reviewed the directors’ responses to a questionnaire asking about their transactions,relationships and arrangements with the Company (and those of their immediatefamily members) and other potential conflicts of interest.  After reviewing this information, our Boardof Directors has determined that all of our directors are independent directorswithin the meaning of the applicable NYSE Arca rules, except for BradleyAlbrechtsen, our President and Chief Executive Officer.

**Item 14. PrincipalAccountant Fees and Services**

Swenson Advisors, LLPserved as the Company’s independent registered public accountant for the yearsended December 31, 2006 and 2005 and PricewaterhouseCoopers LLP served as theCompany’ s independent public accountant for the year ended December 31, 2004and provided services to the Company in 2005 through the effective date of itsdismissal on October 26, 2005. The following table sets forth the fees incurredby the Company for the services of its independent public accountants in 2006and 2005.

| Services Rendered | ** ** | **Fees** | ** ** |
|------------------------|------------|----------|------------|
| ** **             | ** ** | **2006** | ** ** | **2005** | ** ** |
| Audit Fees (1)         |       | $        | 1,625,800  |   | $ | 1,619,700 |   |
| Audit-Related Fees     |       | 0        |       | 0 |   |
| Tax Fees (2)           |       | 12,200   |       | 7,800 |   |
| All Other Fees         |       | 0        |       | 0 |   |
|                        |            |          |            |  |  |  |  |

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(1)             Forprofessional services rendered for the integrated audit of the Company’s annualfinancial statements, and the reviews of the financial statements included inthe Company’s Forms 10-Q filed during 2006 and 2005.

(2)             For2006 and 2005, tax services for tax compliance and planning.

The Audit Committee ofthe Company’s Board of Directors has concluded that the provision of non-auditservices listed above is compatible with maintaining the independence of itsindependent public accountants. The Audit Committee has delegated to the Chairof the Audit Committee the authority to pre-approve future audit-related andnon-audit services not prohibited by law to be performed by the Company’sindependent auditors and associated fees, provided that the Chair shall reportany decision to pre-approve such audit-related or non-audit services and feesto the full Audit Committee at its next regular meeting. All audit-related andnon-audit related services performed by the Company’s independent auditor in2006 were pre-approved.

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**PART IV**

**Item 15.  Exhibits**

(a)                                  Nofinancial statements or schedules are filed with this report on Form 10-K/A.

(b)                                 Exhibits
| 2.1   |   | Merger and Asset Purchase Agreement dated as of  February 16, 2007 by and among Country Coach Holdings LLC, Country  Coach Merger LLC, Riley Investment Management, LLC, the Company and CCI. (10) |
|-------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1   |   | The Company’s Restated Certificate of Incorporation.  (2)                                                                                                                                               |
| 3.2   |   | Amended and Restated Bylaws of National R.V.  Holdings, Inc. (8)                                                                                                                                             |
| 4.1   |   | Specimen-Certificate of Common Stock. (1)                                                                                                                                                                    |
| 10.1  |   | 1996 Stock Option Plan. (3)                                                                                                                                                                                  |
| 10.2  |   | 1997 Stock Option Plan. (4)                                                                                                                                                                                  |
| 10.3  |   | 1999 Stock Option Plan. (5)                                                                                                                                                                                  |
| 10.4  |   | Form of the Company’s Stock Option Grant  Agreement. (6)                                                                                                                                           |
| 10.5  |   | CCI Bus Facility Lease Agreement between Sterling  Pacific and CCI dated as of November 6, 2003. (6)                                                                                                    |
| 10.6  |   | Lee Joint Venture Real Property Lease Agreement  between CCI and the Lee Joint Venture dated as of October 12, 1995. (6)                                                                                |
| 10.7  |   | Lee Joint Venture Real Property Lease Agreement  Amendment between the Company and the Lee Joint Venture dated as of  November 2, 1999. (6)                                                             |
| 10.8  |   | Lee Joint Venture Real Property Lease Renewal  Agreement between CCI and the Lee Joint Venture dated as of January 2,  2001. (6)                                                                        |
| 10.9  |   | Credit Agreement, dated as of August 12, 2005,  between the Company, NRV, CCI and UPS Capital Corporation and Wells Fargo  Bank, as lenders. (7)                                                             |
| 10.10 |   | Loan Modification Agreement, dated October 4, 2005,  between the Company, NRV, CCI and UPS Capital Corporation and Wells Fargo  Bank, as lenders. (7)                                                        |
| 10.11 |   | Loan Modification Agreement No. 2, dated August 10,  2006, between the Company, NRV, CCI and UPS Capital Corporation and Wells  Fargo Bank, as lenders. (9)                                                  |
| 10.12 |   | Loan Modification Agreement No. 3, dated February  21, 2007, between the Company, NRV, CCI and UPS Capital Corporation and Wells  Fargo Bank, as lenders. (10)                                               |
| 10.13 |   | Loan Modification Agreement No. 4, dated March 13,  2007, between the Company, NRV, and Wells Fargo Bank, as lenders. (10)                                                                                   |
| 10.14 |   | Purchase and Sale Agreement dated as of December 27,  2006 between the Company and First Industrial Acquisitions, Inc. (10)                                                                                  |
| 10.15 |   | Amendments 1 through 4 to Purchase and Sale  Agreement dated as of December 27, 2006 between the Company and First  Industrial Acquisitions, Inc. (10)                                                       |
| 21.1  |   | List of Subsidiaries (10)                                                                                                                                                                                    |
| 23.1  |   | Consent of Independent Registered Public Accounting  Firm. (10)                                                                                                                                              |
| 23.2  |   | Consent of Independent Registered Public Accounting  Firm. (10)                                                                                                                                              |
| 31.1  |   | Rule 13a-14(a) Certification of Principal  Executive Officer.                                                                                                                                      |
| 31.2  |   | Rule 13a-14(a) Certification of Principal  Financial Officer.                                                                                                                                      |

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(1)             Previously filed asan exhibit to the Company’s Registration Statement on Form S-1 filed onAugust 16, 1993 (File No. 33-67414) as amended by AmendmentNo. 1 thereto filed on September 22, 1993 and Amendment No. 2thereto filed on September 29, 1993.

(2)             Previously filed asan exhibit to the Company’s Registration Statement on Form S-1 filed onDecember 15, 1993 (File No. 33-72954).

(3)             Incorporated byreference from the Company’s Form 10-K for the year endedDecember 31, 1996.

(4)             Incorporated byreference from the Company’s Form 10-K for the year endedDecember 31, 1997.

(5)             Incorporated byreference from the Company’s Form 10-K for the year endedDecember 31, 2001.

(6)             Incorporated byreference from the Company’s 2004 Form 10-K, filed with the SEC on October 11,2005.

(7)             Incorporated byreference from the Company’s quarterly report on Form 10-Q for the quarterended August 31, 2005.

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(8)             Incorporated byreference from the Company’s Form 8-K dated November 22, 2005 filed with theSEC on November 28, 2005.

(9)             Incorporated byreference from the Company’s quarterly report on Form 10-Q for the quarterended August 31, 2006.

(10)       Incorporated by referencefrom the Company’s Form 10-K for the year ended December 31, 2006,filed with the SEC on April 2, 2007.

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**SIGNATURES**

Pursuant to the requirements of Section 13 or15(d) of the Securities Exchange Act of 1934, the registrant has dulycaused this report to be signed on its behalf by the undersigned, thereuntoduly authorized.

 
|                       | NATIONAL R.V. HOLDINGS, INC. |
|-----------------------|------------------------------|
|                  |                         |   |
| Dated: April 27, 2007 | By                           | /s/ Thomas J. Martini |
|                  |                         | Thomas J.  Martini, |
|                  |                         | Chief Financial  Officer |
|                  |                         | (Principal  Accounting and Finance Officer) |

 

Pursuantto the requirements of the Securities Exchange Act of 1934, this report hasbeen signed below by the following persons on behalf of the registrant and inthe capacities and on the dates indicated.

 
| Signature                  | ** ** | **Capacity in Which Signed**  | ** ** | **Date**       |
|----------------------------|------------|----------------------------------------------|------------|----------------|
|                       |       |                                         |       |           |
| /s/ Doy B. Henley          |       | Chairman of the Board                        |       | April 27, 2007 |
| Doy B. Henley              |       |                                         |       |           |
|                       |       |                                         |       |           |
| /s/ Bradley C. Albrechtsen |       | Director, Chief Executive Officer            |       | April 27, 2007 |
| Bradley C. Albrechtsen     |       | and President (Principal Executive Officer)  |       |           |
|                       |       |                                         |       |           |
| /s/ Thomas J. Martini      |       | Chief Financial Officer                      |       | April 27, 2007 |
| Thomas J. Martini          |       | (Principal Accounting and Financial Officer) |       |           |
|                       |       |                                         |       |           |
| /s/ Greg McCaffery         |       | Director                                     |       | April 27, 2007 |
| Greg McCaffery             |       |                                         |       |           |
|                       |       |                                         |       |           |
| /s/ James B. Roszak        |       | Director                                     |       | April 27, 2007 |
| James B. Roszak            |       |                                         |       |           |
|                       |       |                                         |       |           |
| /s/ David J. Humphreys     |       | Director                                     |       | April 27, 2007 |
| David J. Humphreys         |       |                                         |       |           |

 

 

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