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  June 30, 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                            (I.R.S. Employer
of incorporation or organization)                       Identificaton No.)
                                                        

                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 August 12, 1997


<PAGE>


                             FEATHERLITE MFG., INC.

                                      INDEX



                                                                       Page No.

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

     Part I. Financial Information:

     Item 1.  Financial Statements (Unaudited)

       Balance sheets
       June 30, 1997 and December 31, 1996  . .  . . . . . . . . . . . . . 3

       Statements of Income
       Three Months and Six Months
       Ended June 30, 1997 and 1996   . . . . . . . . . . . . . . . . . .  4

       Condensed Statements of Cash Flows
       Six months Ended June 30, 1997 and 1996 .  .. . . . . . . . . . . . 5

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

     Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of Operations .  . . . . . . 9

Part II. Other Information:

     Item 4. Submission of Matters to a Vote
             of Security Holders . . . . . . . . . . . . . . . . . . .. . 13

     Item 6. Exhibits and Reports on Form 8-K  . .. . . . . . . . . . . . 14

     Signatures   . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

     Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . .  16



<PAGE>


                          Part I: FINANCIAL INFORMATION

Item 1:

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

                                              June 30,             December 31,
                      ASSETS                    1997                  1996

Current Assets
    Cash                                $         856           $         256
    Trade receivables                           8,316                   6,783
    Inventories
      Raw Materials                             9,373                   8,053
      Work in process                           8,870                   8,410
      Finished trailers                         9,222                   8,772
                                             --------                --------
      Total inventories                        27,465                  25,235
    Prepaid expenses                            1,033                   1,094
    Deferred taxes                                481                     481
                                             --------                --------
    Total current assets                       38,151                  33,849
                                             --------                --------

Property and equipment                         19,829                  17,687
    Less accumulated depreciation              (5,705)                 (4,914)
                                             --------                --------
    Property and equipment, net                14,124                  12,773
                                             --------                --------

Goodwill and Other assets                       9,737                   6,912
                                             --------                --------
                                        $      62,012           $      53,534
                                             ========                ========

       LIABILITIES AND SHAREHOLDERS EQUITY

Current liabilities
    Current maturities of long term
      debt                              $       1,372           $       1,146
    Other notes payable                         2,710                   2,255
    Accounts payable                           11,077                   9,776
    Accrued liabilities                         3,928                   3,110
    Customer deposits                           1,728                   2,157
    Accrued income taxes                          223                     240
                                             --------                --------

    Total current liabilities                  21,038                  18,684
                                             --------                --------
Long Term Debt, net of current maturities      18,136                  13,346
Deferred grant income                             274                     310
Deferred taxes                                    599                     599
Commitments and contingencies (Note 4)
Shareholders' equity                           21,965                  20,595
                                             --------                --------
                                        $      62,012           $      53,534
                                             ========                ========


See Notes to financial statements


<PAGE>



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

<TABLE>
<CAPTION>

                                       Three months Ended            Six months Ended
                                             June 30                      June 30
                                      1997           1996            1997         1996
<S>                                <C>            <C>             <C>            <C>    
Net Sales                          $ 32,652       $ 21,169        $ 66,686       $ 41,144
Cost of Sales                        27,451         18,465          56,390         35,422
                                   --------       --------        --------       --------
    Gross profit                      5,201          2,704          10,296          5,722
Selling and administrative expenses   3,817          2,619           7,416          5,335
                                    -------        -------         -------        -------
    Income from operations            1,384             85           2,880            387
Other income (expense)
    Interest                           (440)          (326)           (776)          (657)
    Grant and other income, net          78            263             180            375
                                    --------      --------        --------       --------    
    Total Other expense, net           (362)           (63)           (596)          (282)
                                    --------      --------        --------       --------
Income before taxes                   1,022             22           2,284            105
Provision for income taxes              408              8             913             40
                                   --------       --------        --------       -------- 
    Net income                          614             14           1,371             65
                                   ========       ========        ========       ========


Net income per share               $   0.10       $   0.00        $   0.22       $   0.01
                                   --------       --------        --------       --------

Weighted average shares
    outstanding                       6,326          5,955           6,311          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         Six months Ended
                                                                  June 30                    June 30
                                                             1997         1996          1997         1996

<S>                                                      <C>         <C>            <C>          <C>    
Cash provided (used) by operating activities
Net income                                               $    614     $     14      $  1,371     $     65
Non cash adjustments, net                                      44          381           460          696
Decrease (increase) in working capital, net                (2,617)         386        (2,025)         481
                                                         --------     --------      --------     --------
Net cash provided by (used for) operating activities       (1,959)         781          (194)       1,242
                                                         --------     --------      --------     --------

Cash provided by (used for) investing activities
Additions to property and equipment, net                   (1,878)        (545)       (2,142)        (743)
Additions to aircraft for resale                               -            -         (2,531)          -
                                                         --------     --------      --------     --------
Net cash (used for) investing activities                   (1,878)        (545)       (4,673)        (743)
                                                         --------     --------      --------     --------

Cash provided (used for) Financing Activities
Change in short term debt                                   1,750         (168)        1,085         (491)
Change in long term debt and grants                         2,211         (253)        4,382           12
                                                         --------     --------      --------     --------
Net cash provided by (used for) financing activities        3,961         (421)        5,467         (479)
                                                         --------     --------      --------     --------
Net cash and cash equivalent increase (decrease)              124         (185)          600           20
Cash and cash equivalents, begin of period                    732        1,016           256          811
                                                         --------     --------      --------     --------
Cash and cash equivalents, end of period                 $    856     $    831      $    856     $    831
                                                          =======     ========      ========     ========


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 six month  periods
ended June 30, 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 June 30,  1997 and
December 31, 1996 (in thousands)

                                         June 30,                   December 31,
                                           1997                          1996

 Goodwill, net                         $  3,555                      $   3,536
 Aircraft held for resale                 5,345                          2,815
 Idle facilities                            522                            522
 Advertising and other                      315                             39
                                       --------                      ---------

 Total Other                           $  9,737                      $   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 June 30, 1997, $2.6 million was
borrowed against this line.

Long-term  debt  includes a credit  agreement  with a 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.  There was $6.4
million borrowed against this line of credit as of June 30, 1997.

In June,  1997,  the  Company  borrowed  $5  million  dollars  under a term note
agreement with Firstar Bank, N.A. This note bears interest at 8.25% fixed and is
payable in monthly  installments  based on a 12 year term and it has a five year
maturity.  The  proceeds  from this note  were  used to reduce  the  outstanding
balance on the line of credit.


<PAGE>



The Company is providing  financing for the production facility expansion at its
Vantare  facility  using funds borrowed from a bank which total $618,000 at June
30, 1997. Upon completion of this project,  the building will be sold at cost to
Seminole  Port  Authority and leased back to the Company under the terms of a 10
year capitalizable lease.

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 $9,612,000 at June
30, 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 $813,000
accrued for estimated  paid claims at June 30, 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.

The  Company  has made an offer to  purchase  land for future  expansion  at its
Vantare location in Florida.  A commitment  letter has been obtained from a bank
to fund substantially all the $900,000 purchase price if the deal is completed.

Note 5:  Shareholders' Equity

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

                                                  June 30,          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                                   3,684            2,314
                                                  --------         --------
    Total Shareholders' equity                  $   21,965       $   20,595
                                                ==========       ==========
Note 6:  Stock Option Plan

The Board of Directors  granted stock options to certain employees and directors
in the total  amount of 305,710  shares and 249,380  shares at June 30, 1997 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.  There is also an  outstanding 5 year warrant that
was granted to the Underwriter in connection with the initial public offering of
the  Company's  stock in  September,  1994,  to purchase  120,000  shares of the
Company's  stock at 120% of the public offering price of $6.00 per share. 


<PAGE>



Note 7: Potential Business Acquisition

In June,  the Company  signed a letter of intent to acquire  Camp &  Associates,
Inc. a company which handles sports marketing.  As a result of the due diligence
process,  the parties concluded that completion of this acquisition would not be
in the best  interests  of both  companies  and  mutually  agreed  to  terminate
negotiations.


Note8:  Earnings per Share

The FASB has issued Statement No. 128, Earnings per share,  which supersedes APB
Opinion No. 15.  Statement  No. 128  requires the  presentation  of earnings per
share by all entities that have common stock or potential common stock,  such as
options, warrants and convertible securities, outstanding that trade in a public
market.  Those entities that have only common stock  outstanding are required to
present basic  earnings per share  amounts.  All other  entities are required to
present basic and diluted per share  amounts.  Diluted per share amounts  assume
the conversion,  exercise or issuance of all potential common stock  instruments
unless the effect is to reduce a loss or  increase  the income per common  share
from continuing  operations.  All entities required to present per share amounts
must  initially  apply  Statement No. 128 for annual and interim  periods ending
after December 15, 1997. Earlier application is not permitted.

Because the Company has potential  common stock  outstanding  (stock options and
warrants as discussed  in Note 5) the Company will be required to present  basic
and diluted earnings per share. If the Company had applied  Statement No. 128 in
the  accompanying  financial  statements,  the following per share amounts would
have been reported:

                          Three months ended June 30,   Six months ended June 30
                              1997        1996             1997         1996

Basic earnings per share      .10         .00              .22          .01
                              ===         ===              ===          ===

Diluted earnings per share    .10         .00              .22          .01
                              ===         ===              ===          ===


The weighted  average number of shares of common stock used to compute the basic
earnings per share was  incrased by 71,302 and 56,270,  for the three months and
six months ended June 30, 1997,  respectively,  for the assumed  exercise of the
employee  stock  options and warrants in  computing  the diluted per share data.
There was no increase for the same periods in 1996 because the exercise price of
those  options and  warrants  exceeded  the average  market  price of the common
shares during those periods.


<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 six month period ended June 30, 1997 and 1996:

Results of Operations

     Three months ended June 30, 1997 and 1996

     Net sales of $32.6 million for the quarter ended June 30, 1997 increased by
54.2% over the same period in 1996,  including 23.5% related to greater sales of
Featherlite  aluminum  and  steel  brand  trailers.   Sales  of  Vantare  luxury
motorcoaches  which was  acquired in the 3rd quarter of 1996 added sales of $6.2
million.  On a product  group basis,  horse  trailer  sales  decreased by 10.7%,
livestock  trailers  increased by 32.7%,  car/racecar and specialty  transporter
sales were up 100%,  utility  trailer sales  increased by 135.6% and  commercial
trailers sales were down by 7.3%.  These  increases are reflective of the strong
order  backlog  ($27  million)  carried  into the second  quarter from the first
quarter as well as continued  backlog growth in certain product lines during the
quarter.  Horse  trailer sales were down slightly in 1997 during the quarter due
to changes in the  production  schedule and in the  availability  of dealer pool
inventory.  Commercial sales were down in 1997 compared to 1996 due 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 during the
first quarter of 1997 which was effective in second quarter.

     Gross margin  increased to $5.2 million in the second  quarter of 1997 from
$2.7  million  in 1996 as a result  of the  increased  levels  of  sales  and an
improved  margin  percentage.  As a  percentage  of sales,  gross margin for the
quarter  increased  to  15.9%  compared  to 12.8% in 1996  which  was  adversely
impacted  by  inventory  adjustments  and  increased  labor costs which were not
present  in 1997.  The 1997  gross  margin  percentage  benefited  from  reduced
aluminum  costs,  which were  approximately  9% lower than in 1996 and  improved
labor efficiencies  resulting from a strong order backlog.  These increases were
partially  offset by the effect of development  costs related to slide-out model
motorcoaches as well as the sale of certain new coaches and used motorcoaches at
a lower than normal gross margin.  Used  motorcoaches  are normally  obtained as
trade-ins in connection with the sale of new  motorcoaches.  If motorcoach sales
were excluded, gross margin would have increased to 20.1% in the second quarter.

     Selling and administrative  expenses increased in 1997 by $1.2 million over
1996 but  decreased as a percentage  of sales to 11.7% in 1997 from 12.4% 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
31.2% which is slightly  higher that the  increase in trailer  sales  during the
quarter.

     Interest  expense  was about  $114,00  greater  in 1997 than 1996 due to an
increased  level of  borrowings  for  working  capital in 1997 as well as higher
interest  rates.  Other  income  was  $186,000  less in 1997  than 1996 due to a
non-recurring litigation settlement income of $245,000 received in 1996.

     The  provision  for income taxes  reflects an  effective  federal and state
income tax rate of 40% in 1997 and 37% in 1996.



<PAGE>


     Six months ended June 30, 1997 and 1996

     Net sales of $66.7 million for the six months ended June 30, 1997 increased
by 62.1% over the same period in 1996,  including  an increase of 18.5% in sales
of Featherlite  aluminum and steel brand trailers.  Vantare luxury  motorcoaches
which was  acquired  in the 3rd  quarter  of 1996 added  sales of $17.2  million
during this period.  On a product group basis,  horse trailer sales decreased by
4.0%,   livestock  trailers  increased  by  30.6%,   car/racecar  and  specialty
transporter  sales were up 72.1%,  utility  trailer sales increased by 67.9% and
commercial  trailers sales were down by 21.6%.  These  increases are a result of
the strong order  backlog ($28  million)  carried into 1997 from 1996 as well as
continued  backlog growth in all product lines during the period.  Horse trailer
sales are down slightly in 1997 due to reduced sales from dealer pool  inventory
which  is at a lower  level  than  in 1996  and  adjustments  in the  production
schedule due to product mix.  Commercial sales are 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 period compared to
1996.  There was also a 2 percent increase in trailer models prices in the first
quarter of 1997, which was partially effective on sales during this period.

     Gross  margin  increased  to $10.3  million in the first six months of 1997
from $5.7  million  in 1996 as a result of the  increased  levels of sales and a
higher gross margin  percentage.  As a percentage of sales, gross margin for the
period  improved  to 15.4%  compared  to 13.9% in 1996.  The 1997  gross  margin
percentage  benefited from reduced aluminum costs,  which were  approximately 9%
lower  than  in  1996  and  improved   labor   efficiency.   This  increase  was
substantially  offset by the effect of used and certain new  motorcoaches  sales
which had a lower than normal gross margin.  Also,  development costs related to
slideout model motorcoaches have also reduced the gross margin percentage.  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 18.8% in 1997 compared to 13.9% in 1996.

     Selling and  administrative  expenses  increased in 1997 by $2,082,000 over
1996 but  decreased as a percentage  of sales to 11.1% in 1997 from 13.0% 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 22.6%,
which is slightly higher than the rate of increase in trailer sales.

     Interest  expense   increased  by  $119,000  over  1997  due  to  increased
borrowings  and higher  interest  rates and other income  decreased by $195,000,
primarily due to the  non-recurrence  of $245,000  litigation  settlement during
1996.

     The  provision  for income taxes  reflects an  effective  federal and state
income  tax  rate of 40% in 1997 and 38% in 1996.  The  rate  increase  reflects
anticipated higher state income accruals.

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 most product  lines for the balance
of 1997.  The  Vantare  acquisition  will  continue  to add  significant  luxury
motorcoach sales. The total trailer and motorcoach  backlog at June 30, 1997 was
$32 million  compared  with $28 million at December  31, 1996 and $11 million at
June 30, 1996. The sales backlog at June 30, 1997 and December 31, 1996 included

<PAGE>


luxury motorcoach order backlog of $17.4 million and $16 million,  respectively,
including approximately $5.6 million ordered for 1998 delivery at June 30, 1997.

     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.  However,  the overall gross margin  percentage
improvement in 1997 will be partially  reduced by future Vantare sales which may
include a  significant  amount of used  motorcoach  sales which have a low gross
margin.  No  significant  amount of  development  costs related to the slide-out
motorcoaches are expected to adversely impact margin improvement during the next
several quarters. 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  or be  less,  as a  percentage  of  sales,  as
operational efficiencies improve and price increases become fully 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 and due to the operating  expense leverage obtained from the Vantare
acquisition. 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.

     Beginning the fourth quarter of 1997, the Company will be required to apply
the privisions of the FASB Statement No. 128,  Earnings per share. See Note 8 to
financial  statements for an application of this Statement to earnings per share
reported in this Form 10-Q.

Liquidity and Capital Resources

During the first half of 1997,  the  Company's  operations  provided net cash of
$600,000, including $194,000 used for operating activities,  $5,467,000 provided
by increased  debt, and $4,673,000 used for capital  expenditures  for property,
equipment and aircraft.

Operating activities in the first half of 1997 used cash of $194,000. Net income
from  operations  provided  cash of  $1,371,000.  This amount was  increased  by
adjustments for  depreciation  and amortization of $796,000 and reduced by other
non-cash  items in an aggregate  amount of $336,000.  Increases in  receivables,
inventories and other working  capital items used cash of $2,025,000.  Inventory
and receivable  increases of $3,763,000  required to support  increased sales in
1997, were partially  offset by a $1,738,000 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  first  half of 1997  used  cash of  $4,673,000,
including  $2,143,000  for plant  and  other  improvements  and  $2,530,000  for
aircraft.  Plant additions  include $670,000  related to the Vantare  production
facility  expansion,  $907,000 for luxury  motorcoaches  leased to outsiders and
$566,000 for other machinery and equipment additions.  Aircraft  transactions of
$2,531,000 primarily include the purchase of aircraft for $2,650,000.

<PAGE>

Financing  activities  during  the  first  half of  1997  provided  net  cash of
$5,467,000,   after  borrowings  of  $12,617,000  and  payments  of  $7,150,000.
Borrowings  included  $2,601,000 for the purchase of aircraft,  $9,366,000  from
term and line of  credit  notes  and  $650,000  for  plant  expansion  and other
projects. Repayments included payments of $6,300,000 on the line of credit notes
and $756,000 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 defined  borrowing limit equal to the lesser
of $12.0 million or a defined  percentage of eligible  receivables and inventory
and an interest rate of prime.  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 $6.4
million borrowed against this credit line as of June 30, 1997. During the second
quarter,  the Company secured a $5 million term loan from Firstar.  The proceeds
of this loan were used to reduce the outstanding balance on the credit line. The
term note bears interest at 8.25 percent fixed,  payable in monthly installments
based on a 12 year term and a five year maturity.

The Company also has a wholesale floor plan agreement with  Deutsche  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 June 30, 1997 $2.6 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 under certain dealer floor  arrangements.  These  contingent  liabilities
total  approximately  $9.6  million  at June 30,  1997.  Also,  the  Company is
self-insured  for a portion of certain health benefit and workers'  compensation
insurance  claims. At June 30, 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 $966,000 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 is providing  financing for the construction using funds borrowed from a
Florida bank. At June 30, 1997,  borrowings  on this project  totaled  $618,000.
This project will be completed during the third quarter of 1997. The Company has
also made an offer in the amount of approximately $900,000 to purchase land near
its Sanford  facility for future  expansion  use.  This  purchase will be funded
before the end of 1997 by additional  borrowings from the Florida bank providing
financing on the plant expansion project.

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.

In June the  Company  signed a letter of intent to  acquire  Camp &  Associates,
Inc., a company  which  handles  sports  marketing  for some of the top National
Association  of Stock Car Auto Racing  (NASCAR)  Winston Cup teams,  drivers and
sponsors.  As a result of the due diligence process,  the parties concluded that
completion  of this  acquisition  would  not be in the  best  interests  of both
companies and mutually agreed to terminate negotiations.



<PAGE>


                             FEATHERLITE MFG., INC.

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

     (a)  The  Annual  Meeting  of the  Registrant's  shareholders  was  held on
Wednesday, May 7, 1997.

     (b) At the Annual  Meeting a proposal  to set the  number of  directors  at
seven was adopted by a vote of  5,537,925  share in favor,  with  11,000  shares
against, 20,247 shares abstaining and -0- shares represented by broker nonvotes.

     (c) Proxies for the Annual  Meeting were  solicited  pursuant to Regulation
14A under the Securities  and Exchange Act of 1934.  The following  persons were
elected  directors of the  Registrant to serve until the next annual  meeting of
shareholders  and until  their  successors  shall  have been  duly  elected  and
qualified:


     NOMINEE               NUMBER OF VOTES FOR        NUMBER OF VOTES WITHHELD

Conrad D. Clement               5,538,461                      30,711

Jeffery A. Mason                5,538,461                      30,711

Tracy J. Clement                5,538,461                      30,711

Donald R. Brattain              5,538,961                      30,211

Thomas J. Winkel                5,538,961                      30,211

Kenneth D. Larson               5,539,161                      30,011

John H. Thomson                 5,540,161                      29,011






<PAGE>


                           PART II. OTHER INFORMATION


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

         (a) Exhibits.  See Exhibit Index on Page 16 following signatures.

         (b) Form  8-K.  The  Registrant  did not file any  reports  on Form 8-K
during the three months ended June 30, 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:  August 12, 1997                  /S/ CONRAD D. CLEMENT
                                        ---------------------
                                        Conrad D. Clement
                                        President & CEO




Date:  August 12, 1997                  /S/ JEFFERY A. MASON
                                        --------------------
                                        Jeffery A. Mason
                                        Chief Financial Officer



<PAGE>


                                 EXHIBIT INDEX
                                    Form 10Q
                           Quarter Ended June 30, 1997


Exhibit No.                   Description

10.1     First Amendment to Amended and Restated Credit and Security Agreement

27       Financial Data Schedule (filed in electronic format only)