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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)

[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1997

                                       or

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

For the transition period from ___________ to _____________

Commission File Number: 0-24804

                             Featherlite Mfg., Inc.
             (Exact name of registrant as specified in its charter)

    Minnesota                                       41-1621676
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)            


                Highways 63 & 9, P.O. Box 320, Cresco, IA 52136
               (Address of principal executive offices) (Zip Code)

                                  319/547-6000
              (Registrant's telephone number, including area code)

------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
  report)

     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.  [ X ] Yes       [  ] No

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEEDING FIVE YEARS:

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.                            [  ] Yes       [  ] No

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.

                       6,255,000 Shares as of May 1, 1997



<PAGE>


                             FEATHERLITE MFG., INC.

                                      INDEX



                                                                       Page No.

Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Part I. Financial Information:

Item 1.  Financial Statements (Unaudited)

   Condensed Balance sheets
   March 31, 1997 and December 31, 1996  . . . . . . . . . . . . . . . .  3

   Condensed Statements of Income
   Three Months Ended March 31, 1997 and 1996. . . . . . . . . . . . . .  4

   Condensed Statements of Cash Flows
   Three months Ended March 31, 1997 and 1996. .  . . . . . . . . . . . . 5

   Notes to Financial Statements  . . . . . . . . . . . . . . . . . . . . 6

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations . . . . . . . . . .8

Part II. Other Information:

Item 6.  Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . .11

Signatures   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12








<PAGE>


                          Part I: FINANCIAL INFORMATION

Item 1:

              Featherlite Mfg., Inc.
              Balance Sheets
              (Unaudited)
              (In thousands)

<TABLE>
<CAPTION>

                                                                                      March 31,             December 31,
                                    ASSETS                                              1997                    1996
                                                                                      ---------              ----------
                        
<S>                                                                                     <C>                      <C>   
Current assets
    Cash and equivalents                                                                $         732            $         256
    Trade receivables                                                                           6,614                    6,783
    Inventories
      Raw materials                                                                             8,775                    8,053
      Work in process                                                                           8,920                    8,410
      Finished trailers/coaches                                                                 8,510                    8,772
                                                                                            ---------                    -----
      Total inventories                                                                        26,205                   25,235
    Prepaid expenses                                                                            1,008                    1,094
    Deferred taxes                                                                                481                      481
                                                                                            ---------                    -----
    Total current assets                                                                       35,040                   33,849
                                                                                            ---------                    -----

Property and equipment                                                                         17,951                   17,687
    Less accumulated depreciation                                                             ( 5,309)                  (4,914)
                                                                                            ---------                    -----
    Property and equipment, net                                                                12,642                   12,773
                                                                                            ---------                    -----

Goodwill and other assets                                                                       9,403                    6,912
                                                                                            ---------                    -----
                                                                                        $      57,085           $       53,534
                                                                                            =========                =========

                     LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
    Current maturities of long term debt                                                $       1,107            $       1,146
    Other notes payable                                                                         1,572                    2,255
    Accounts payable                                                                           10,723                    9,776
    Accrued liabilities                                                                         3,412                    3,110
    Customer deposits                                                                           2,028                    2,157
    Income taxes payable                                                                          423                      240
                                                                                            ---------                    -----
Total current liabilities                                                                      19,265                   18,684
                                                                                            ---------                    -----
Long Term debt, net of current maturities                                                      15,578                   13,346
Deferred grant income                                                                             292                      310
Deferred taxes                                                                                    599                      599
Commitments and contingencies (Note 4)
Shareholders' equity                                                                           21,351                   20,595
                                                                                            ---------                    -----
                                                                                        $      57,085            $      53,534
                                                                                             ========                 ========
See Notes to financial statements
</TABLE>


<PAGE>



              Featherlite Mfg., Inc.
              Condensed Statements of Income
              (Unaudited)
              (In thousands, except for per share data)

<TABLE>
<CAPTION>

                                                                              Three months Ended
                                                                                   March 31
                                                                            1997              1996
                                                                            ----              ----
<S>                                                                      <C>                <C>    
Net Sales                                                                $   34,034         $  19,976
Cost of Sales                                                                28,939            16,958
                                                                           --------          --------
    Gross profit                                                              5,095             3,018
Selling and administrative expenses                                           3,600             2,716
                                                                           --------          --------
    Income from operations                                                    1,495               302
Other income (expense)
    Interest                                                                   (336)             (331)
    Other, net                                                                  102               112
                                                                           --------          --------
    Total other expense                                                        (234)             (219)
                                                                           --------          --------
Income before taxes                                                           1,261                83
Provision for income taxes                                                      505                32
                                                                           --------          --------
    Net income                                                            $     756         $      51
                                                                           ========          ========


Net income per share                                                      $    0.12         $    0.01
                                                                           --------          --------


Weighted average shares outstanding                                           6,296             5,955
                                                                           --------          --------

See Notes to financial statements
</TABLE>


<PAGE>




              Featherlite Mfg., Inc.
              Condensed Statements of Cash Flow
              (Unaudited)
              (In thousands)

<TABLE>
<CAPTION>

                                                                                        Three months Ended
                                                                                             March 31
                                                                               -------------------------------------
                                                                                     1997               1996
                                                                                     ----               ----
<S>                                                                                  <C>                 <C>  
Cash provided (used) by operating activities
Net income                                                                            $      756         $       51
Non cash adjustments, net                                                                    415                315
Decrease in working capital, net                                                             594                 95
                                                                                          ------             ------
     Net cash provided by operating activities                                             1,765                461
                                                                                          ------             ------

Cash used for investing activities
Additions to property and equipment, net                                                    (265)              (198)
Purchase of aircraft, net                                                                 (2,530)                --
                                                                                          ------             ------
     Net cash used for investing activities                                               (2,795)              (198)
                                                                                          ------             ------

Cash used for Financing Activities
Change in short term debt                                                                   (665)              (323)
Change in long term debt and grants                                                        2,171                265
                                                                                          ------             ------
     Net cash used for financing activities                                                1,506                (58)
                                                                                          ------             ------
Net cash and cash equivalent increase                                                        476                205
Cash, beginning of period                                                                    256                811
                                                                                          ------             ------
Cash, end of period                                                                   $      732         $    1,016
                                                                                       =========          =========




See Notes to financial statements

</TABLE>

<PAGE>


                              FEATHERLITE MFG., INC
                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Note 1:  Basis of Presentation

The  accompanying  condensed  financial  statements have been prepared,  without
audit,  in accordance  with the  instructions  of Form 10-Q and therefore do not
include all  information  and  footnotes  necessary for a fair  presentation  of
financial  position,  results of operations  and cash flows in  conformity  with
generally accepted accounting  principles.  Financial information as of December
31, 1996 has been derived from the audited financial  statements of the Company,
but does not include all disclosures  required by generally accepted  accounting
principles.

It  is  the  opinion  of  management  that  the  unaudited  condensed  financial
statements  include all adjustments,  consisting of normal  recurring  accruals,
necessary to fairly state the results of operations  for the three month periods
ended  March  31,  1997  and  1996.  The  results  of  interim  periods  are not
necessarily  indicative  of results to be  expected  for the year.  For  further
information refer to the financial  statements and notes to financial statements
included in the Company's  Form 10-K Annual  Report for the year ended  December
31, 1996.


Note 2: Goodwill and other assets

     Goodwill and other assets  consists of the  following at March 31, 1997 and
December 31, 1996 (in thousands)

                                        March 31,        December 31,
                                          1997              1996
                                        --------          ---------
  Goodwill,net                          $ 3,504           $  3,536
         Aircraft held for resale         5,345              2,815
         Idle facilities                    522                522
         Advertising and other               32                 39
                                       --------          ---------
                  Total                 $ 9,403           $  6,912
                                       ========          =========

Note 3:  Financing Arrangements

     Other notes payable primarily include  borrowings under a wholesale finance
agreement with a financial services company for a $3.5 million line of credit to
finance completed new and used motorcoaches. At March 31, 1997, $1.3 million was
borrowed against this line.

     Long-term debt includes a credit  agreement with Firstar Bank,  N.A.,  that
provides a working  capital line of credit.  The  agreement  includes  covenants
requiring  maintenance of defined levels of working capital,  tangible net worth
and cash  flow and to limit  leverage  and  capital  expenditures.  No  dividend
payments  are  allowed  without  the  lenders  consent.  There was $9.0  million
borrowed against this line of credit as of March 31, 1997.

<PAGE>

Note 4:  Commitments and Contingencies.

Pursuant to dealer inventory floor plan financing arrangements,  the Company may
be  required,  in the event of  default  by a  financed  dealer,  to  repurchase
products from financial institutions or to reimburse the institutions for unpaid
balances  including  finance  charges plus costs and  expenses.  The Company was
contingently  liable under the  arrangement for a maximum of $7,524,000 at March
31, 1997 and $6,059,000 at December 31, 1996.

Also,  the Company is  self-insured  for a portion of certain health benefit and
workers'  compensation  insurance  claims.  The Company's  maximum  annual claim
exposure under these programs is approximately $2.2 million,  including $802,000
accrued for  estimated  unpaid claims at March 31, 1997 and $634,000 at December
31, 1996.  The Company has obtained an  irrevocable  standby letter of credit in
the  amount  of  $1,225,000  in  favor  of  the  workers'   compensation   claim
administrator.

There is a risk to future operating results if the Company were to lose its sole
supplier of  motorcoach  conversion  shells,  Prevost Car Company,  although the
Company could purchase certain shells from other manufacturers. The Company does
have business interruption  insurance to cover all or a portion of the losses it
may  sustain  if  Prevost's   plant  is  destroyed  by  fire  or  certain  other
catastrophes.


Note 5:  Shareholders' Equity

Shareholders' equity may be further detailed as follows (Dollars in thousands)

                                                    March 31,       Dec 31,
                                                      1997           1996
                                                    --------        --------
Common stock - without par value;
   authorized- 40,000,000 shares;
   issued-      6,255,000 shares                     $ 14,220        $14,220
Additional paid-in capital                              4,061          4,061
Retained earnings                                       3,070          2,314
                                                     --------        -------
         Total Shareholders' equity                  $ 21,351        $20,595
                                                       ======         ======

Note 6: Stock Option Plan

The Board of Directors  granted stock options to certain employees and directors
in the total amount of 299,380  shares and 249,380  shares at March 31, 1996 and
December 31, 1996,  respectively,  pursuant to the stock option plan established
by the Company in July 1994.  These shares were  granted at prices  ranging from
$5.50-$9.00  per share,  and are  exercisable  at varying dates not to exceed 10
years from the date of grant.  If all the options "in the money" were  exercised
during the quarter and the proceeds then used to  repurchase  shares on the open
market at the weighted  average  closing  price for the quarter,  the issued and
outstanding  shares would have  increased by 41,238,  which has been included in
weighted average shares for calculating earnings per share for the quarter.




<PAGE>


 Item 2:

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

     The following  discussion  pertains to the Company's  results of operations
and  financial  condition  for the three month  periods ended March 31, 1997 and
1996.

Results of Operations

     Three months ended March 31, 1997 and 1996

     Net sales of $34.0 million for the quarter  ended March 31, 1997  increased
by 70.4% over the same period in 1996.  Eighty  percent  (80%) of this  increase
related to the sales of Vantare luxury  motorcoaches  (which was acquired in the
3rd quarter of 1996) and 20% related to greater  sales of  Featherlite  aluminum
and steel brand  trailers and other  products.  On a product group basis,  horse
trailer  sales  increased  by  4.5%,  livestock  trailers  increased  by  28.1%,
car/racecar  and specialty  transporter  sales were up 52.3%,  utility  trailers
increased  by 14.9% and  commercial  trailers  sales were down by 36.5%.  Luxury
motorcoaches  added  sales  of  $11.0  million  in  1997.  These  increases  are
reflective of the strong order backlog ($28 million) carried into 1997 from 1996
as well as continued backlog growth in certain product lines during the quarter.
Commercial  sales were down in 1997 compared to 1996 due to  discontinuation  of
semi  flatbeds  models  during  1996 and lower  levels of orders  for  dropframe
specialty trailers during the current quarter compared to 1996. There was also a
2 percent  increase in trailer  models prices in 1997,  which was only partially
effective on current quarter sales.

     Gross margin  increased  to $5.1 million in the first  quarter of 1997 from
$3.0  million  in 1996 as a  result  of the  increased  levels  of  sales.  As a
percentage of sales, gross margin for the quarter remained essentially unchanged
at 15.0%  compared  to 15.1% in 1996.  While the 1997  gross  margin  percentage
benefited from reduced aluminum costs,  which were  approximately 10% lower than
in  1996,  this  increase  was  substantially  offset  by  the  effect  of  used
motorcoaches  sales  which  had a lower  gross  margin.  Used  motorcoaches  are
normally  obtained as trade-ins in connection with the sale of new motorcoaches.
If motorcoach sales are excluded, gross margin would have increased to 17.2%

     Selling and administrative expenses increased in 1997 by $883,000 over 1996
but  decreased as a percentage  of sales to 10.6% in 1997 from 13.6% in the same
period in 1996. This decrease reflects the additional operating expense leverage
obtained through the acquisition of Vantare in 1996. Excluding Vantare's selling
and  administrative  expenses,  these  costs  increased  by about 14.4% which is
comparable to the rate of increase in trailer sales.

     Interest expense and other income levels remained at approximately the same
levels as 1996.

     The  provision  for income taxes  reflects an  effective  federal and state
income  tax  rate of 40% in 1997 and 39% in 1996.  The  rate  increase  reflects
anticipated higher state income tax accruals.

<PAGE>



Looking Forward

     The  statements  made in this Form 10Q  quarterly  report which are forward
looking  in time  involve  risks  and  uncertainties  discussed  here and in the
Company's Form 10K and other filings with the SEC, including but not limited to:
product  demand and  acceptance of new products in each segment of the Company's
markets,  fluctuations  in  the  price  of  aluminum,  competition,   facilities
utilization and aircraft purchases and sales.

     Sales are  expected  to remain  strong in all  product  lines in 1997.  The
Vantare  acquisition in 1996 will add  significant  luxury  motorcoach  sales in
1997.  The total sales  backlog at March 31, 1997 was $27 million  compared with
$28 million at December 31, 1996 and $8.3  million at March 31, 1996.  The sales
backlog at March 31, 1997 and December 31, 1996 include motorcoach order backlog
of $11 million and $16 million, respectively.

     Gross  margins are expected to continue to benefit from lower average costs
of  aluminum  in 1997 over 1996.  The  Company  has  obtained  commitments  from
suppliers to provide, at an agreed upon fixed price, substantial portions of its
aluminum requirements for 1997. The Company has no aluminum commitments for 1998
as of the date of this  report.  Increases  in the price of aluminum  above 1997
levels  could  reduce  future years gross  margin if  additional  selling  price
adjustments  cannot be made without  adversely  affecting future sales. The 1997
gross  margin  percentage  may not  improve  significantly  above 1996 levels as
future Vantare sales may include a significant  amount of used motorcoach  sales
which have a low gross margin. Also,  development costs related to the slide-out
model  motorcoaches  are expected to reduce margin  improvement and earnings per
share by about $.03 for the  remainder of 1997.  The effect of these  factors on
overall operating margin should be partially reduced by lower than average sales
and administrative  costs related to the Vantare  operation.  Labor and overhead
costs are expected to increase but remain  unchanged as a percentage of sales as
operational efficiencies improve and price increases become effective.

     Sales and administration  expenses for 1997 are expected to increase but at
a lower rate than sales growth as much of the organizational  growth occurred in
prior years. Interest expense will likely remain higher than 1996 as the average
level of debt is expected to be greater  due to working  capital  growth and the
average interest rate will be higher due to increases in the prime rate.

     There is a risk to  future  operating  results  related  to  losing a major
supplier of aluminum.  This risk is  relatively  nominal as there are  alternate
sources  of  supply.  There is also a risk to future  operating  results  if the
Company  were to lose  its sole  supplier  of  motorcoach  shells,  Prevost  Car
Company,   although  the  Company  could  purchase  certain  shells  from  other
manufacturers.  The Company does have business  interruption  insurance to cover
all or a portion of the losses it may sustain if Prevost's plant is destroyed by
fire or certain other catastrophes.

Liquidity and Capital Resources

During the first quarter of 1997, the Company's  operations provided net cash of
$476,000, including $1,765,000 provided from operating activities and $1,506,000
from  increased  debt,  net of  $2,795,000  used for  capital  expenditures  for
equipment and aircraft.

<PAGE>

Operating  activities in the first quarter of 1997 provided cash of  $1,765,000.
Net income from operations provided cash of $756,000.  This amount was increased
by adjustments  for  depreciation  and  amortization  of $428,000 and reduced by
other non-cash items in an aggregate amount of $13,000. Inventory and receivable
increases of $800,000  were  partially  offset by a  $1,394,000  net increase in
prepaids,  payables and accruals.  Increased  expenditures  for working  capital
items may be required to support  increased sales levels  throughout 1997. These
increases  will be  funded  by cash  generated  from  operations  as well as the
Company's available lines of credit.

Investing activities for the current quarter used cash of $2,795,000,  including
$265,000  for plant and  other  improvements  and  $2,530,000  for net  aircraft
additions.

Financing  activities provided net cash of $1,506,000 after borrowing $2,601,000
for the  purchase of aircraft  and  repaying  $100,000 on the line of credit and
$995,000 for the reduction of other debt.

The  Company  has a working  capital  line of credit  with its  primary  lender,
Firstar  Bank,  N.A.  This line has a  borrowing  limit of $12.0  million and an
interest rate of prime(8.5% at March 31, 1997).  The maturity date of borrowings
under this line is July 31, 1998, subject to renewal and extension.  The Company
is  required  by the  lender to  maintain  defined  levels of  working  capital,
tangible net worth and cash flow and to limit leverage and capital expenditures.
Borrowings  under  the line are  secured  by  substantially  all  assets  of the
Company. There was $9.0 million borrowed against this line as of March 31, 1997.

The Company also has a wholesale  floor plan agreement  with Duetsche  Financial
Services to borrow up to $3.5 million for  financing  new and used  motorcoaches
held in inventory,  with interest at prime plus one-quarter  percent on borrowed
funds. At March 31, 1997 $1.3 million was borrowed against this line.

The Company  believes that its current cash  balances,  cash flow generated from
operations  and  available   borrowing  capacity  will  be  sufficient  to  fund
operations  and  capital  requirements  for the next  year  and the  foreseeable
future.

As  discussed  in Note 2 to financial  statements,  the Company is  contingently
liable to  repurchase  products  under certain  dealer floor plan  arrangements.
These contingent liabilities total approximately $7.5 million at March 31, 1997.
Also,  the Company is  self-insured  for a portion of certain health benefit and
workers' compensation insurance claims. At March 31, 1997, the Company's maximum
annual claim exposure under these programs is  approximately  $2.2 million.  The
Company has obtained an  irrevocable  standby  letter of credit in the amount of
$1,225,000 in favor of the workers compensation claim administrator.

The Company is expanding its  production  facilities in Sanford,  Florida.  Upon
completion,  this  expansion  project  will  be sold  at its  completed  cost of
approximately $855,000 to the Seminole County Port Authority,  the present owner
of the facility.  The facility will then be leased back to the Company under the
terms of a 10 year  capitalizable  lease.  During  the  construction  period the
Company will provide financing for the construction  using funds borrowed from a
Florida  bank.  The Company has also made a commitment  to the City of Cresco to
construct  a  hangar  facility  at a cost of  $300,000  as  part  of an  airport
expansion project in 1997 or 1998.

For the  forseeable  future,  the  Company  does not plan to pay  dividends  but
instead will follow the policy of  reinvesting  earnings in order to finance the
expansion and  development  of its business.  As discussed in Notes to financial
statements, the Company is a party to certain loan agreements which prohibit the
payment of dividends without the lender's consent.


<PAGE>


                  PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

         (a)       Exhibits.  See Exhibit Index on page following signatures.

         (b)       Form 8-K. The Registrant did not file any reports on Form 8-K
                   during the three months ended March 31, 1997.





<PAGE>



                                   SIGNATURES


Pursuant  to the  requirements  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.


                                          FEATHERLITE MFG., INC.
                                          (Registrant)



Date:  May 1, 1997                          /S/ CONRAD D. CLEMENT
                                            ---------------------
                                           Conrad D. Clement
                                           President & CEO




Date:  May 1, 1997                          /S/ JEFFERY A. MASON
                                            --------------------
                                            Jeffery A. Mason
                                            Chief Financial Officer


<PAGE>


                                  EXHIBIT INDEX


Exhibit No.                      Description

27                   Financial Data Schedule (filed in electronic format only)