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 September 30, 1996

                                       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.

                    6,235,000 Shares as of November 12, 1996



<PAGE>


                             FEATHERLITE MFG., INC.

                                      INDEX



                                                                      Page No.

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

Part I. Financial Information:

Item 1.  Financial Statements (Unaudited)

  Balance sheets
  September 30, 1996 and December 31, 1995 . . . . . . . . . . . . . . . 3

  Statements of Income
  Three Months and Nine Months
  Ended September 30, 1996 and 1995 . . . . . . . . . . . . . . . . . .  4

  Condensed Statements of Cash Flows
  Nine months Ended September 30, 1996 and 1995  . . . . . . . . . . . . 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 .. . . . . . . . . . . . . . .12

Signatures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14






<PAGE>


                          Part I: FINANCIAL INFORMATION

Item 1:

                             Featherlite Mfg., Inc.
                                 Balance Sheets
                                   (Unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>

                                           September 30,           December 31,
                  ASSETS                       1996                    1995
                                             (Note 1)              
                                           ------------            ---------- 

<S>                                    <C>                       <C>    
Current Assets
    Cash and equivalents                $         743            $         811
    Trade receivables                           5,806                    5,501
    Refundable income taxes                         -                      466
    Inventories
      Raw Materials                             7,796                    6,886
      Work in process                           6,750                    3,329
      Finished trailers/coaches                 9,779                    9,247
                                               ------                   ------
      Total inventories                        24,325                   19,462
    Prepaid expenses                              608                      788
    Deferred taxes                                430                      430
                                               ------                   ------
    Total current assets                       31,912                   27,458
                                               ------                   ------

Property and equipment                         17,334                   16,115
    Less accumulated depreciation              (4,910)                  (3,781)
    Property and equipment, net                12,424                   12,334
                                               ------                   ------

Other assets                                    9,697                    6,293
                                               ------                   ------
                                        $      54,033            $      46,085
                                               ======                   ======
                                                                              

   LIABILITIES AND SHAREHOLDERS EQUITY

Current liabilities
    Current maturities of long term 
      debt                              $       1,068            $       1,095
    Other notes payable                         1,191                      657
    Accounts payable                            9,381                    8,418
    Accrued liabilities                         5,015                    1,928
                                               ------                   ------

    Total current liabilities                  16,655                   12,098
                                               ------                   ------
Long Term Debt, net of current maturities
  (Note 2)                                     16,547                   15,194
Deferred grant income                             351                      384
Deferred taxes                                    456                      456
Commitments and contingencies (Note 3)
Shareholders' equity (Note 4, 5 and 6)         20,024                   17,953
                                               ------                   ------
                                        $      54,033            $      46,085
                                               ======                   ======

</TABLE>


See Notes to financial statements


<PAGE>


<TABLE>
<CAPTION>

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


                                             Three months Ended            Nine months Ended
                                                September 30                  September 30
                                                ------------                  ------------
                                             1996           1995            1996           1995
                                             ----           ----            ----           ----

<S>                                      <C>            <C>             <C>            <C>   
Net Sales                                $ 28,384       $ 16,164        $ 69,528       $ 51,774
Cost of Sales                              24,446         13,984          59,869         43,752
                                           ------         ------          ------         ------
    Gross profit                            3,938          2,180           9,659          8,022
Selling and administrative expenses         3,248          2,561           8,582          7,209
                                           ------         ------          ------         ------
    Income from operations                    690         ( 381)           1,077            813
Other income (expense)
    Interest                                 (395)         (194)          (1,052)          (497)
    Airplane sales, net                         -             -                -            525
    Grant and other income, net                44            39              419            895
                                           ------        ------           ------         ------
    Total Other income, net                  (351)         (155)            (633)           923
                                           ------        ------           ------         ------
Income before taxes                           339          (536)             444          1,736
Provision for income taxes                    133          (204)             173            660
                                           ------        ------           ------         ------
    Net income                                206          (332)             271          1,076
                                           ======        ======           ======         ======


Net income per share                     $   0.03       $ (0.05)        $   0.04       $   0.18
                                           ------        ------           ------         ------
Weighted average shares outstanding         6,255         5,955            6,055          5,955
                                           ------        ------           ------         ------


</TABLE>



See Notes to financial statements


<PAGE>




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

<TABLE>
<CAPTION>

                                                          Nine months Ended
                                                             September 30
                                                          1996          1995
                                                          ----          ----

<S>                                                    <C>          <C> 
Cash provided (used) by operating activities
Net income                                             $   271      $  1,076
Non cash adjustments, net                                  984          (498)
(Increase) in working capital, net                        (840)       (5,303)
                                                        ------        ------
Net cash provided by (used for) operating activities       415        (4,725)
                                                        ------        ------

Cash provided by (used for) investing activities
Acquisition of business                                    317             -
Additions to property and equipment, net                  (965)       (2,325)
Additions to aircraft for resale                             -        (3,860)
Proceeds from sale of aircraft                               -         4,226
                                                        ------        ------
Net cash provided by (used for) investing activities      (648)       (1,959)
                                                        ------        ------

Cash provided (used for) Financing Activities
Distributions for taxes                                      -          (305)
Change in short term debt                                 (766)            -
Change in long term debt and grants                        931         4,617
                                                        ------        ------  
Net cash provided by (used for) financing activities       165         4,312
                                                        ------        ------
Net cash and cash equivalent increase (decrease)           (68)       (2,372)
Cash and cash equivalents, begin of period                 811         2,799
                                                        ------        ------
Cash and cash equivalents, end of period               $   743      $    427
                                                       =======      ========

Non-cash Investing and Financing Activities
Fair market value of assets acquired, excluding cash   $ 6,186
Excess of purchase price over net assets acquired        3,139
Liabilities assumed                                     (7,842)
Issuance of common stock                                (1,800)
                                                       -------
Cash and equivalents acquired                          $   317
                                                       =======


</TABLE>




See Notes to financial statements



<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, 1995 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 nine month periods
ended  September  30,  1996 and 1995.  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, 1995.

Note 2:  Long-term Debt

The Company has a Credit  Agreement with a bank 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.  During the nine months ended  September 30,
1996 the Company  requested and received  permission from the lender to be below
the cash flow  requirements  and to exceed the  leverage  limits  defined by the
agreement for the period.  There was $9.5 million  borrowed against this line of
credit as of September 30, 1996.

Note 3:  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  $5,600,000  at
September 30, 1996 and $3,500,000 at December 31, 1995.

The  Company  has  guaranteed   certain  notes  payable  by  Featherlite  Credit
Corporation (a related party) to a financial institution in the aggregate amount
of $30,000 at September 30, 1996 and $190,000 at December 31, 1995.

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 $2.0 million,  including $670,000
accrued for  estimated  unpaid  claims at  September  30,  1996 and  $550,000 at
December 31, 1995.  The Company has obtained an  irrevocable  standby  letter of
credit in the amount of  $675,000  in favor of the  workers  compensation  claim
administrator.


<PAGE>


Note 4:  Shareholders' Equity

Shareholders' equity may be further detailed as follows (Dollars in thousands)
                                                   Sept. 30          Dec. 31,
                                                     1996              1995
                                                     ----              ----

Common Stock - without par value;
   authorized - 40,000 shares;
   issued - 6,255,000 shares*                     $   14,220       $   12,420
Additional paid-in capital                             4,061            4,061
Retained earnings                                      1,743            1,472
                                                     --------       ---------
   Total Shareholders' equity                     $   20,024       $   17,953
                                                   ==========       ==========

* As discussed in Note 6, on July 1, 1996,  the Company issued 300,000 shares of
unregistered common stock with an estimated value of $1.8 million to acquire the
assets of Vantare  International,  Inc. An additional 100,000 shares are held in
escrow pending the attainment of certain defined net earnings for 1996.

Note 5: Stock Option Plan

The Board of Directors  granted stock options to certain employees and directors
in the total  amount of 249,380  shares at June 30, 1996 and 159,168 at December
31, 1995,  pursuant to the stock option plan  established by the Company in July
1994.  These shares were granted at a 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.

In October 1995, the Financial  Accounting  Standards Board issued  Statement of
Financial  Standards No. 123,  Accounting for  Stock-Based  Compensation,  which
establishes new standards for stock based employee  compensation plans for years
beginning  after  December 31, 1995.  The Company is not required to and has not
adopted Statement No. 123; however, beginning in 1996, it must present pro forma
net income and earnings per share as if Statement No. 123 had been  adopted.  At
September  30, 1996 and  December 31,  1995,  the market value of the  company's
stock was less than the  option  share  price for a  substantial  portion of the
options,  and therefore,  no  compensation  expense related to these options has
been computed.

Note 6: Acquisition of Business

In July,  1996 the  Company  acquired  all the assets of Vantare  International,
Inc., a privately  held  manufacturer  of luxury  motorcoaches,  in exchange for
300,000  restricted  shares of the Company's common stock (not including 100,000
shares held in escrow pending the attainment of certain defined net earnings for
1996) with a value of  approximately  $1.8 million and the assumption of certain
liabilities.  This acquisition was accounted for as a purchase and, accordingly,
the  results  of  operations  of Vantare  have been  included  in the  Company's
financial statements beginning on the date of acquisition.  The Company recorded
intangible assets in the amount of $3.1 million, including goodwill,  tradenames
and  certain  other  rights,  which are being  amortized  over 20 years.  If the
additional 100,000 shares held in escrow are issued,  goodwill and shareholders'
equity will be increased by $600,000.

The following  unaudited pro forma summary presents the consolidated  results of
operations of the Company for the nine months ended September 30, 1996 as if the
business combination had occurred on December 31, 1995 (in thousands, except for
per share data):
                                                             1996
                                                             ----
                     Revenue                               $ 81,708
                     Net earnings                                59
                     Earnings per share                    $    .01
                                                           ========

The pro forma  results do not  necessarily  represent  results  which would have
occurred if the business combination had taken place at the date assumed above.


<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 and nine month periods ended
September 30, 1996 and 1995.

Results of Operations

         Three months ended September 30, 1996 and 1995

         Net  sales of $28.4 for the  three  months  ended  September  30,  1996
increased  by $12.2  million or 75% over the same period in 1995 which had sales
of $16.2 million.  This growth was led by increases of 18.8% in Featherlite  and
Econolite  trailer  sales as well as added  Diamond D trailer sales and sales of
Vantare and  Featherlite  motorcoaches  totaling $9.4  million.On a product line
basis,  livestock and utility  trailers were both up over 50% during the quarter
and horse and  commercial  trailer sales each increased by over 15%. Car trailer
and race car transporter sales were down about 10% compared to 1995. There was a
2 to 5% price increase on July 1, 1996 but only a small portion of the sales for
the quarter included this increase.

         Gross  margin for the quarter  increased  to $3.9  million in 1996 from
$2.2 million in 1995. As a percentage of sales, gross margin for the quarter was
13.9% in 1996 compared of 13.5% in 1995.  Material  costs were higher during the
quarter due primarily to a larger material cost percentage for motorcoaches than
trailers,  which absorbed the positive  effect on margins of declining  aluminum
costs. Labor and overhead costs improved slightly as a percentage of sales.

         Selling and  administration  expenses in 1996 decreased as a percentage
of sales to 11.4% in 1996 compared with 15.8% in 1995. These expenses  increased
by $687,000 to $3.2 million in 1996, including $259,000 related to Vantare, from
$2.5 million in the third quarter of 1995.

         Interest  expense in 1996  increased by $200,000 due to higher  average
borrowings for working capital and aircraft in 1996.

         Nine months ended September 30, 1996 and 1995

         Net sales of $69.9 million for the nine months ended September 30, 1996
increased  by 34.3% from $51.8  million in 1996.  This  increase  includes a 12%
increase in the sale of Featherlite and Econolite  trailers plus the added sales
of  Diamond D  trailers  (which  was  acquired  in the 4th  quarter of 1995) and
Vantare   motorcoaches  (which  was  acquired  in  the  3rd  quarter  of  1996).
Significant  gains  have  occurred  in 1996 in  sales  of  horse  and  livestock
trailers, which are each up more than 19%, and increased sales of snowmobile and
other recreational/utility  trailers and the drop frame delivery and moving vans
which are each up over 39% in 1996. Car trailer and race car  transporter  sales
are down about 3% compared  to last year.  Motorcoach  sales of $8.3  million in
1996 have resulted primarily from the acquisition of Vantare in July 1996.

         Gross margin increased to $9.7 million in the first nine months of 1996
from $8.0 million in 1995. As a percentage  of sales,  gross margin for the nine
months was 13.9% compared to 15.5% for the comparable period in 1995. The margin
decrease for the  comparable  quarter of 1995 was primarily due to the following
factors:  a $425,000  inventory  adjustment  occurring in the second quarter and
increased material costs of motorcoaches,  including the cost of used trade-ins.
The average cost of aluminum used, which peaked in the third and fourth quarters
of 1995,  was less in the first nine  months of 1996 than in the same  period of
1995.  Labor and  overhead  costs are  higher  than a year ago due to  increased
average labor rates and overhead costs related to the expansion completed at the
end of the first  quarter in 1995.  The overhead cost  increases  related to the
expansion  have been  substantially  offset by  increased  volume  and  improved
efficiency.
<PAGE>

         Selling and administrative  expenses decreased as a percentage of sales
to 12.3% in 1996 compared with 13.9% in 1995.  They increased by $1.4 million in
1996 to $7.2 million in 1995.  This increase in 1996 mainly  reflects  sales and
other personnel added throughout 1995 to improve product exposure and to build a
larger sales  organization  to support  higher sales volume and expanded  dealer
network.  The  acquisition  of  Vantare  increased  selling  and  administrative
expenses by $259,000 in 1996.

         Interest expense  increased in 1996 by $555,000 from 1995 as the result
of  increased  levels of  borrowings  for working  capital and aircraft in 1996.
Borrowings  against the line of credit were reduced in the first half of 1995 as
a portion of the proceeds from the initial  public  offering  were  available to
finance 1995 working capital  increases.  Other income decreased by $1.0 million
in 1996 over 1995, substantially due to the non-recurrence in 1996 of a $750,000
development  grant  received in 1995 for working  capital  and  operating  costs
related to the  facilities  expansion and  additional  sales of aircraft in 1995
which  realized  gains of $525,000.  Other income in 1996  includes a litigation
settlement.

         The provision  for income taxes in 1996  reflects an effective  federal
and  state  income  tax rate of 39% in 1996 and 38% in 1995.  The 1996  increase
reflects higher anticipated state income taxes.


         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 continue to remain  strong for the  remainder of
1996 in nearly all product  groups.  The Vantare  acquisition on July 1 will add
significant  luxury  motorcoach sales in the last quarter of 1996 and into 1997.
Increases in livestock  trailer  sales are expected to continue as cattle prices
have improved. Significant additional sales are expected during the last half of
the year from the sale of private label snowmobile  trailers to Polaris dealers.
Continued  growth is expected in drop frame  delivery and moving van sales which
the company  introduced in late 1995.  These sales are expected to substantially
replace sales of semi-flat bed trailers which the Company has  discontinued  due
to lower profit  margins.  In July,  price  increases  ranging from 2 to 5% were
announced for new orders received. The total sales backlog at September 30, 1996
was  approximately  $32  million,  including  $16.6  million in Vantare  orders,
compared  with $8.7  million at June 30, 1995 and $7.2  million at December  31,
1995. About $15 million of this backlog will be delivered in 1996.

         Continued  decreases  in the  average  cost  of  aluminum  will  have a
positive  impact on gross  margins.  The Company has obtained  commitments  from
suppliers to provide, at an agreed upon fixed price, substantial portions of its
total aluminum requirements for the remainder of 1996 and much of 1997. However,
the overall gross margin percentage may not improve as future Vantare sales
will  include a  significant  amount of used coach  sales which have a low gross
margin  and offset the  effect of new coach  sales  which have a higher  average
margin.  However the effect of this on overall  operating  income should be more
than offset by lower than average sales and administration  costs related to the
Vantare operation.

         Sales and  administration  expenses are expected to increase at a lower
rate than sales growth as much of the  organizational  growth  occurred in 1995.
Also, the addition of Vantare will not result in a significant increase in sales
and administration  expense, except for amortization of intangibles as discussed
in Note 6 to financial  statements.  Interest  expense will likely remain higher
than 1995 as the  average  level of debt is  expected to be greater in 1996 than
1995. No significant amount of grant income will be realized in 1996.
<PAGE>


Liquidity and Capital Resources

During the nine months ended  September 30, 1996, the Company's  operations used
net cash of  $68,000,  including  $415,000  provided  by  operating  activities,
$317,000  provided by the  acquisition  of a business,  net of $965,000 used for
capital expenditures and $165,000 provided by increased borrowings. At September
30, 1996, cash and cash equivalents totaled $743,000.

The Company has a working capital line of credit with its primary  lender.  This
line has a borrowing  limit of $12.0 million and an interest rate of prime.  The
maturity  date of this line is July 31,  1997,  but is in the  process  of being
extended  for  another  year.  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.  During the nine months ended  September 30,
1996, the Company requested and received  permission from the lender to be below
the cash flow  requirements  and to exceed  the  leverage  limit  defined by the
agreement for the period. Borrowings under the line are secured by substantially
all the assets of the  Company  and  guarantees  of certain  shareholders  under
defined  circumstances.  There was $9.5 million borrowed against this line as of
September 30, 1996.

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. However,  the Company is
in the  process of  negotiating  a $3.5  million  line of credit  with a finance
company to  provide  financing  for new and used  motorcoaches  manufactured  or
acquired by its Vantare division.

Operating  activities in the nine months ended  September 30, 1996 provided cash
of $415,000.  Net income from operations provided cash of $271,000.  This amount
was increased by adjustments for depreciation of $1,141,000 and reduced by other
non-cash items in an aggregate  amount of $157,000.  Net changes in receivables,
inventories and other working capital items used cash of $840,000, excluding the
effect of the Vantare  acquisition  which increased  receivables,  inventory and
prepaids  by  $5,780,000  and  increased   accounts   payable  and  accruals  by
$6,146,000.  An inventory  decrease of $624,000  was offset by a $1,464,000  net
decrease in  accounts  receivable,  prepaids,  accounts  payable  and  accruals.
Increased  expenditures  for  working  capital  items may be required to support
increased sales levels throughout the next year.

Investing  activities  in the nine months ended  September 30, 1996 used cash of
$966,000  for plant and other  improvements.  The  Company  also made a non-cash
acquisition of the assets of Vantare International,  Inc. as of July 1, 1996. In
connection  with  this  purchase  which  is  described  in  Note 6 to  financial
statements,  the Company  received  cash and cash  equivalents  in the amount of
$317,000 and property and  equipment  valued at $407,000.  The facility  used by
Vantare is leased.

Financing activities provided net cash of $165,000 after borrowing an additional
$1,900,000  on the line of credit and repaying  $1,735,000 of aircraft and other
debt.  In connection  with the purchase of the assets of Vantare  International,
Inc. as of July 1, 1996,  which is discussed in Note 6 to financial  statements,
the Company issued  300,000 shares of common stock with an approximate  value of
$1,800,000 and assumed notes payable and long-term debt of $1,697,000.
<PAGE>

As  discussed  in Note 2 to financial  statements,  the Company is  contingently
liable under certain dealer floor plan and retail financing arrangements and has
guaranteed  certain notes payable of Featherlite Credit  Corporation,  a related
company.  These  contingent  liabilities  total  approximately  $ 5.6 million at
September 30, 1996.  Also, the Company is self-insured  for a portion of certain
health  benefit and workers'  compensation  insurance  claims.  At September 30,
1996,  the  Company's  maximum  annual claim  exposure  under these  programs is
approximately  $1.8  million.  The Company has obtained an  irrevocable  standby
letter of credit in the amount of $675,000 in favor of the workers  compensation
claim administrator.

The Company plans to expand  certain of its  facilities in the remainder of 1996
or 1997,  including a 16,000 square foot  facility to be located in  Mocksville,
North Carolina for sales and service of race car transporters and  motorcoaches.
This  facility will be held under an operating  lease with an individual  who is
also a Featherlite  dealer. The Company intends to expand its Vantare motorcoach
production,  service and office facilities in Sanford,  Florida.  This expansion
will cost  approximately  $600,000 and, upon completion,  it will be leased from
Seminole County Port Authority,  the present owner of the Vantare facility.  The
Company will provide interim financing on this project until it is completed and
purchased by the Port  Authority.  The Company has made a commitment to the City
of Cresco to construct a hanger facility at a cost of approximately  $300,000 as
part of a pending  airport  expansion  project in 1997 or 1998. If completed the
facility  will be owned by the City and leased to the Company at a nominal  cost
for at least 20 years.




<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  filed reports on Form 8-K during the
                  three months ended September 30, 1996 as follows.

                  On July 11,  1996 a Form 8-K  report  was filed to report  the
                  acquisition of the assets of Vantare International, Inc.

                  On September 13, 1996 Amendment No. 1 to the Form 8-K filed on
                  July 11, 1996 to include the following financial statements of
                  the business acquired and pro forma financial information.

                  (a)      Financial Statements of Business Acquired

                           (1)   Audited   Financial   Statements   of   Vantare
                           International,  Inc. as of December  31, 1995 and for
                           the year then ended, consisting of:

                                 (A)     Independent Auditors' Report
                                 (B)     Balance Sheet
                                 (C)     Statement of Operations and Accumulated
                                         Deficit
                                 (D)     Statement of Cash Flows
                                 (E)     Notes to Financial Statements

                           (1)   Unaudited   Financial   Statements  of  Vantare
                           International,  Inc.  as of June 30, 1996 and for the
                           six month  periods  ended June 30,  1996 and June 30,
                           1995, consisting of:

                                 (A)     Balance Sheets
                                 (B)     Statements of Operations and 
                                         Accumulated Deficit
                                 (C)     Statements of Cash Flows
                                 (D)     Notes to Financial Statements

                  (b)      Pro Forma Financial information

                           (2)  Pro  Forma   Combined   Consolidated   Financial
                           Information consisting of:

                                 (A)     Pro forma combined  consolidated
                                         balance  sheet as of June  30,  1996
                                 (B)     Pro forma consolidated statements  of
                                         income  for  the six month period
                                         ended June 30, 1996 and the year ended
                                         December 31, 1995
                                 (C)     Notes to Pro forma Consolidated 
                                         Financial Statements





<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:  November 12, 1996                  /S/ CONRAD D. CLEMENT
                                          Conrad D. Clement
                                          President & CEO




Date:  November 12, 1996                  /S/ JEFFERY A. MASON
                                          Jeffery A. Mason
                                          Chief Financial Officer



<PAGE>


                                    EXHIBIT INDEX


     Exhibit No.           Description



         10.1     Agreement  dated August 1, 1996 between the Company and Dolton
                  Aluminum

         10.2     Agreement  dated August 1, 1996 between the Company and Alumax
                  Extrusions Inc.

         27       Financial Data Schedule (filed in electronic format only)