<PAGE>

                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                  FORM 10-K

(Mark One)

   X       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
------                SECURITIES EXCHANGE ACT OF 1934

             For the fiscal year ended December 31, 1998 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  333-26389
------------------------------------------------------------------------------
 
                           AFFINITY GROUP HOLDING, INC.
            (Exact name of registrant as specified in its charter)

             DELAWARE                                               59-2922099
(State of incorporation or organization)   (I.R.S. Employer Identification No.)

64 Inverness Drive East                                           (303) 792-7284
Englewood, CO 80112                             (Registrant's telephone number,
(Address of principal executive offices)             including area code)
------------------------------------------------------------------------------

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: 
              11% Senior Notes Due 2007

Indicate by check mark whether the Registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
Registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.

                                                  YES X             NO
                                                     ---              ---

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

                                               OUTSTANDING AS OF
            CLASS                                MARCH 26, 1999
            -----                              -----------------
   Common stock, $.01 par value                      100

  DOCUMENTS INCORPORATED BY REFERENCE: DOCUMENTS REFERENCED ON EXHIBIT INDEX


<PAGE>


                                        PART I

ITEM 1: BUSINESS


GENERAL

Except where the context indicates otherwise, the term "Company", or "AGHI"
means Affinity Group Holding, Inc. and its predecessors and subsidiaries but
excludes the operations of the National Association for Female Executives
("NAFE"), Affinity Insurance Group ("AINS"), and Affinity Bank ("AB"), which are
classified as discontinued operations.

The Company is a member-based direct marketing organization primarily engaged in
selling club memberships and publications to selected recreational affinity
groups principally comprised of recreational vehicle owners, campers, outdoor
recreationists and, to a lesser extent, golfers. The Company's club members form
a receptive audience to which it sells products, services, merchandise and
publications targeted to the recreational interests of such members. The
Company's three principal lines of business are (i) club memberships and related
products, services and club magazines, (ii) specialty retail merchandise
distributed primarily through retail supercenters and mail order catalogs, and
(iii) subscription magazines and other publications including directories.  The
Company's affinity groups and publishing operations provide its club members
with access to discounts for certain activities and competitively priced
products and services addressing club members' specific needs.  See Footnote 13
in the Notes to Consolidated Financial Statements for financial information
about the Company's segments.

On March 6, 1997, Affinity Group Inc. ("AGI"), a wholly owned subsidiary of
AGHI, acquired the stock of Ehlert Publishing Group, Inc. ("EPG"), a specialty
sports and recreation magazine publisher and on April 2, 1997, AGI acquired the
stock of Camping World, Inc. ("CWI"), a specialty retailer offering merchandise
and services through retail supercenters, mail order catalogs and via the
internet.  These acquisitions significantly furthered the business strategy of
AGI and enhanced its marketing prospects by providing the following benefits:
(i) opportunities to cross sell club memberships between AGI's Good Sam Club and
Camping World's President's Club through both Camping World's supercenters and
catalog operations as well as AGI's direct mail operation and RV publications;
(ii) access to products and services, such as its emergency road service program
and the then recently introduced extended vehicle warranty program, and to
Camping World's recreational vehicle merchandise which will be marketed to AGI's
Good Sam Club members and (iii) expansion of AGI's recreational publishing niche
to provide additional opportunities for the development of new clubs, products
and services.

At December 31, 1998, there were approximately 1.8 million dues paying members
enrolled in the Company's clubs, remaining level with the 1.8 million at
December 31, 1997.  The paid circulation per issue of the Company's general
circulation magazines is estimated at approximately 584,000 with an aggregate
readership estimated at over 5.7 million at December 31, 1998.  The Company
believes its club members have favorable demographic characteristics and
comparatively high renewal rates.  Revenues of the Company were $359.0 million
for the year ended December 31, 1998, compared to $301.0 million for the year
ended December 31, 1997, representing a 19.3% increase.  On a pro forma basis,
assuming the EPG and CWI acquisitions had occurred on January 1, 1997, revenues
for 1998 increased by 4.6%.

                                         1

<PAGE>

BUSINESS STRATEGY

The Company's business strategy is to increase (i) the enrollment of its clubs
through internal growth and acquisitions, (ii) the sales of its products and
services by marketing to club members through the most effective distribution
channels and by developing and enhancing its product and service offerings, and
(iii) the circulation of its publications by introducing new magazines and
acquiring publications which are complementary to the Company's recreational
market niche.  The Company also seeks to realize operational efficiencies
through the integration of acquired businesses such as occurred with the
acquisitions of Camping World and Ehlert Publishing in 1997, Golf Card Club in
1990 and Woodall Publishing in 1994.

ENHANCE CLUB MEMBERSHIP ENROLLMENT

The Company seeks to increase the number of its club members by maximizing
renewals, establishing an optimal mix of channels for soliciting new members and
re-acquiring inactive members.  Management believes that the participation
levels and renewal rates of club members reflect the benefits derived from
membership.  In order to maintain high participation rates in its clubs, the
Company continuously evaluates member satisfaction and actively responds to
changing member preferences through the enhancement or introduction of new
membership benefits including products and services.  The Company also seeks to
optimize its use of alternative channels for acquiring club members.

ACQUIRE AND DEVELOP OTHER AFFINITY GROUPS

The Company believes that the experience it has accumulated in managing its
existing recreational affinity groups is applicable to the management of other
recreational interest organizations.  As a result, the Company conducts ongoing
evaluations for developing or acquiring affinity groups for which it can build
membership enrollment and to which it can market products and services.  The
Company expects to concentrate its efforts over the near term on integrating and
cross promoting the benefits of CWI's President's Club and AGI's Good Sam Club. 

INCREASE SALES OF PRODUCTS AND SERVICES 

The Company seeks to increase the sale of its products and services due to their
profitability and the favorable impact such programs have on club membership
growth and retention.  Management believes that a substantial opportunity exists
to market its products and services through the national network of Camping
World supercenters and mail order catalogs.  A significant percentage of Good
Sam Club members currently subscribe to one or more of its products and
services, such as the emergency road service program and the recently introduced
extended vehicle warranty program.  Management believes it can successfully
market such products and services to Camping World's President's Club members
who have interests and demographic characteristics similar to those of Good Sam
Club members and for whom there is limited penetration of such products and
services.  Management also believes that the Good Sam Club members who are not
currently President's Club members represent a focused group of customers to
which it can sell Camping World's RV accessory merchandise.  The Company
regularly studies the feasibility of introducing new products and services.

IMPROVE OPERATING PERFORMANCE

The Company seeks to achieve operating efficiencies by selectively acquiring and
developing recreational affinity groups which enable the Company to increase
membership enrollment and to realize cost savings.  The Company also seeks to
enhance its importance with third party providers of products and services by
maintaining high membership enrollment levels in such programs, thereby
increasing the fees it receives from such vendors.  

                                         2

<PAGE>

EXPAND NICHE RECREATIONAL PUBLICATIONS

The Company seeks to expand its presence as a dominant publisher in select
recreational niches through the introduction of new magazine formats and the
acquisition of other publications in its market or in complementary recreational
market niches.  Publications in complementary niches may also provide the
Company with the opportunity to launch new membership clubs, to market its
products and services to members of new clubs and to develop other products and
services which meet the special needs of such members.  The Company believes
overall circulation of its magazines is an important factor in determining the
amount of revenues it can obtain from advertisers.  


RV INDUSTRY

The use of recreational vehicles ("RVs") and the demand for club memberships and
related products and services may be influenced by a number of factors including
general economic conditions, the availability and price of propane and gasoline,
and the total number of RVs.  The Company believes that both the installed base
of RVs and the type of RV owned (full service vehicles excluding van
conversions) are the most important factors affecting the demand for its
membership clubs, merchandise, products and services.  Based on the most recent
survey conducted by the Survey Research Center of the University of Michigan
(the "Survey"), the number of households owning RVs increased from 8.2 million
in 1993 to 8.6 million in 1997.  The Survey also indicates that the percentage
of households owning RVs during this period rose slightly from 9.6% to 9.8%.

According to the Survey, the average RV owner is 49 years old.  RV ownership
also increases with age reaching its highest percentage level among those 55 to
64 years old.  According to the 1994 U. S. Census, households in this age group
are projected to increase from 23.8 million in 1994 to 28.9 million in 2005.  RV
ownership also is concentrated in the western United States, an area in which
the population growth rate is expected to be greater than the national average
through 2005.  The Survey also indicates that RV ownership is associated with
higher than average annual household income which among RV owners was
approximately $47,000 per annum as compared to the national average of $31,000
per annum according to the 1994 U. S. Census.

The median age and annual household income of the Company's club members were 65
years and $49,000 in 1995 based on member survey data.  The Company believes
that the demographic profile of its typical club member, coupled with a
demographic trend towards an aging population will have a favorable impact on RV
ownership and the demand for club memberships and related products and services.

MEMBERSHIP CLUBS

The Company operates the Good Sam Club, Coast to Coast Club, and Camping World's
President's Club for RV owners, campers and outdoor vacationers, and the Golf
Card Club for golf enthusiasts.  The membership clubs form a receptive audience
to which the Company markets its products and services.  

                                         3

<PAGE>

The following table sets forth the number of members at December 31, 1998,
annual membership dues and average annual renewal rates during the period of
1994 to 1998 for each club: 

<TABLE>
<CAPTION>


                           Number of Members at                    Average Renewal
   Membership Club            December 31, 1998  Annual Fee (1)        Rate (2)
-------------------------------------------------------------------------------------
<S>                        <C>                   <C>               <C>
Good Sam Club                           936,230     $12 - $25            71%

Coast to Coast Club                     229,930     $60 - $70            80%

President's Club                        524,300     $15 - $20            64%

Golf Card Club                          111,048     $75 - $79            61%

</TABLE>

----------------------
(1)  For a single member, subject to special discounts and promotions.
(2)  Excludes members having life-time memberships.

In addition to regular memberships, the Company also sells multi-year
memberships.  Management believes that multi-year memberships provide several
advantages, including the up-front receipt of dues in cash, reduced membership
costs and a strengthened member commitment. 

Beginning in 1992, the Company began selling life-time memberships for the Good
Sam Club.  As of December 31, 1998, the average price for a life-time membership
was $189 with 102,775 members registered.  Based on an actuarial analysis of the
life-time members, the Company expects the average length of a life-time
membership to be 18 years.

GOOD SAM CLUB

The Good Sam Club, founded in 1966, is a membership organization for owners of
recreation vehicles.  The Good Sam Club is the largest RV club in North America
with over 936,000 member families and approximately 2,000 local chapters as of
December 31, 1998.  The average renewal rate for Good Sam Club members was
approximately 71% during the period 1994 through 1998.  The Company has focused
on selling higher margin multi-year memberships which, among other advantages,
reduces the cost of membership renewal.  At December 31, 1998, the average
length of time for participation in the Good Sam Club was approximately 7 years
with most club members purchasing annual memberships.

Membership fees range from $12 to $25, subject to the term and type (new vs.
renewal).  The benefits of club memberships include: discounts for overnight
stays at approximately 1,700 participating RV parks and campgrounds; discounts
on the purchase of supplies and accessories for recreation vehicles at
approximately 193 RV service centers; a free annual subscription to HIGHWAYS,
the club's regular news magazine; discounts on other Company publications; trip
routing and mail-forwarding; and access to products and services developed for
club members.  Based on typical usage patterns, the Company estimates that Good
Sam Club members realize estimated annual savings from discounts of $156.  

The Good Sam Club establishes quality standards for RV parks and campgrounds
participating in its discount program.  Campgrounds and parks participating in
the Good Sam program benefit from increased occupancy and sales of camping
related products.  The Company believes it has established considerable
penetration of those for-profit RV parks and campgrounds which meet its quality
standards for network affiliation.  

                                         4

<PAGE>

The following table lists the number of club members and RV parks and
campgrounds from 1994 through 1998 at which discounts for members were available
at December 31st of the respective year:

<TABLE>
<CAPTION>

                                                          Year Ended December 31
                                         ----------------------------------------------------
                                            1998      1997       1996      1995      1994
                                         ----------------------------------------------------
<S>                                         <C>       <C>        <C>       <C>       <C>
Number of Good Sam Members (1)              936,200   927,000    911,400   900,500   930,200

Life-time members included above            102,775    82,942     68,490    57,786    45,251

Number of RV campgrounds offering             1,682     1,697      1,682     1,624     1,674
discounts to Good Sam members

</TABLE>

---------------------
(1)  A member consists of a household.

COAST TO COAST

The Coast to Coast Club operates the largest reciprocal use network of private
RV resorts in North America.  The Company offers a series of membership benefits
depending upon pricing and program type under the Coast to Coast name.  Members
of Coast to Coast belong to a private RV resort owned and operated by parties
unrelated to the Company.  Club members may use most of the participating
resorts in the Coast to Coast network subject to availability.  At December 31,
1998, there were approximately 229,900 member families in the Coast to Coast
club.  Approximately 400 private RV resorts nationwide participated in the Coast
to Coast reciprocal use programs, representing approximately 80% of such resorts
in the US.  These private resorts are designed primarily for RV owners, but
typically provide camping or lodging facilities, comprised of RVs, cabins and
condominiums.  For an initial membership fee plus annual maintenance fees, both
paid by the customer to the resort, the private resorts provide an RV site with
water, sanitary and electrical hook-ups and recreational amenities, such as
swimming, tennis or fishing, or proximity to theme parks or other recreational
activities.  The Company has established quality criteria for resorts to join
and remain in the Coast to Coast networks.

For standard annual renewal dues from $69.95 for a single year membership to
$159.95 for a multiple-year membership, Coast to Coast Club members receive the
following benefits: discounts for overnight stays at participating resorts,
hotels and campgrounds; an annual subscription to COAST TO COAST MAGAZINE; the
COAST TO COAST DIRECTORY providing information on the participating resorts;
discounts on other Company publications, access to discount travel services;
trip routing; and access to products and services developed for club members. 
Coast to Coast Resort Club members also have the right to use, subject to
availability, the lodging facilities at 369 participating resorts at a
discounted rate.

The Company believes that resorts participating in the Coast to Coast networks
view access to reciprocating member resorts as an incentive for their customers
to join their resort.  Because a majority of members of Coast to Coast clubs own
RVs, access to participating resorts throughout North America can be an
important complement to local resort membership.  During 1998, Coast to Coast
members utilized approximately 900,000 nightly stays under the reciprocal use
program.  Based on typical use patterns, the Company estimates that Coast to
Coast members realize estimated annual savings from these discounts of over $200
from discounted overnight stay accommodations at participating resorts.  The
average annual renewal rate for members of the Coast to Coast clubs after the
initial one year membership (which is generally paid by the member resort not
the club member) was approximately 80% during the period 1994 through 1998.

                                         5

<PAGE>

The following table sets forth the number of members in Coast to Coast Club and
of resorts participating in the reciprocal use program at December 31st of the
respective year:

<TABLE>
<CAPTION>

                                                                Year Ended December 31
                                               ----------------------------------------------------
                                                  1998      1997       1996      1995       1994
                                               ----------------------------------------------------
<S>                                            <C>        <C>        <C>
Number of member families in Coast             229,900    241,500    257,200    283,900    296,300
to Coast Club

Number of resorts                                  369        387        461        463        473

</TABLE>

Coast to Coast Club members declined 4.8% from 1997 to 1998, and 22.4% from 1994
to 1998.  While the number of new members increased in 1998 over 1997, the
number of non-renewing members continued to result in a net attrition.  Three
major resort systems that either experienced bankruptcy or left the Coast system
directly impacted the 1997 and 1998 Coast to Coast membership enrollment.

PRESIDENT'S CLUB

Camping World's President's Club program, which was established in 1986, has
grown to approximately 524,300 members.  President's Club memberships may
initially be obtained for one, two or three years at a cost of $20, $35 or $50,
respectively. The average life (including renewals) of club membership is three
years and approximately 83% of club members are enrolled for one year. 
President's Club members receive a 10% discount on the purchase of all of
Camping World's merchandise and installation fees and receive special mailings,
including newsletters and flyers offering selected products and services at
special prices.  Camping World recently upgraded its point-of-sale system, which
management believes has increased sales, generated new club members and
increased club renewal rates through improved customer data collection. 

The following table lists the number of President's Club members and number of
retail stores at year end for 1994 through 1998 for the respective year:

<TABLE>
<CAPTION>

                                                           Year Ended December 31
                                          -----------------------------------------------------
                                             1998        1997        1996       1995     1994
                                          -----------------------------------------------------
<S>                                       <S>           <C>         <C>        <C>      <C>
Camping World's Presidents Club           524,300       510,900     465,200    459,100  409,800
Members

Number of stores (1)                           29            27          27         25       23
</TABLE>

-----------------
     (1)  Includes supercenters and one 1,800 square foot retail showroom
     located within the Bakersfield, California distribution center.


GOLF CARD CLUB

The Golf Card Club, founded in 1974, had approximately 111,000 members at
December 31, 1998.  The major attraction for membership is the financial savings
which members receive when playing at one of over 3,400 participating golf
courses located throughout the US and Canada. The annual membership fee varies
with the length and type (single or double) of membership.  Based on surveys
conducted by the Company, members realize savings on green fees, ranging from
$150 to $250 annually, which significantly exceed the cost of membership. 
Members of the Golf Card Club receive the following benefits:  (i) two rounds
annually for up to 50% savings on combined cart and green 

                                         6

<PAGE>

fees or two complementary 18-hole rounds annually with the rental of a 
powered golf cart, (ii) discounts at 300 "Stay and Play" resorts, (iii) free 
National Car Rental Emerald Club membership, (iv) annual subscription to GOLF 
TRAVELER magazine, published six times per year, and (v) access to other 
products and services developed for club members.  The Company believes that 
the participating golf courses providing playing privileges to club members 
represent the largest number of golf courses participating in a discount 
program in North America. None of the participating golf courses are owned or 
operated by the Company.

The standard annual membership fee is $75 for a single membership and $120 for a
double membership.  Multi-year memberships range from a single two-year for $140
to a five-year double of $479.

Daily-fee, semi-private and privately-owned golf courses participate in the Golf
Card program.  The program is attractive to participating courses because it
builds traffic and fills empty tee times during off-peak hours.  Members also
purchase other merchandise or services when exercising their playing privileges.
In this manner, the Golf Card members tend to provide incremental revenue to the
golf courses.  Eight field marketing representatives visit golf courses in their
assigned territories to manage relationships with participating courses and to
solicit additional courses for the program.

The average renewal rate for Golf Card Club members at December 31, 1998 was
approximately 61% for the period 1994 to 1998, with a renewal rate of 60% for
1998, up from 54% in 1997.  The following table lists the number of Golf Card
members, participating golf courses and "Stay and Play" resorts at December 31st
of each year in this period:

<TABLE>
<CAPTION>
                                                                            Year Ended December 31
                                                  -------------------------------------------------------------------
                                                    1998            1997          1996          1995           1994
                                                  -------------------------------------------------------------------
<S>                                               <C>              <C>           <C>          <C>            <C>
Number of Members in the Golf Card                111,048          134,400       136,200       132,300        118,500
Club (1)

Number of Participating Golf Courses                3,400            3,513         3,100         2,980          2,707

Number of "Stay and Play" Golf Resorts                300              305           310           350            373

</TABLE>

-----------------
(1)  A single membership counts as one member and a double membership as two
members.

The decline in membership reflects increased competition and abandonment of the
Partner-Free acquisition strategy.  A complete market repositioning of the club
in 1998 included a new marketing strategy, new benefits, and staff and cost
restructuring, all expected to address competitive challenges.

MEMBERSHIP PRODUCTS AND SERVICES

The Company's 1.8 million club members form a receptive audience to which it
sells products and services targeted to the recreational interests of its club
members.  The Company promotes products and services which either address
special needs arising in the activities of the club members or appeal generally
to persons with the demographic characteristics of club members.  The two most
established products are the emergency road service and the vehicle insurance
program.  Most of the Company's products and services are provided by third
parties who pay the Company a marketing fee, except for emergency road service
("ERS") and extended warranty programs where the Company pays third party
administers to administer the programs.

                                         7

<PAGE>

EMERGENCY ROAD SERVICE  (ERS)

The ERS products provide towing and roadside assistance.  The Company developed
the ERS program initially for Good Sam Club members in 1984 as an enhancement to
their club membership.  Currently 24% of the general Good Sam Club membership is
enrolled in the Good Sam ERS program.  The Company has since expanded the ERS
programs to include the other membership clubs as well as promoting products to
non-club members.  The Company believes it is important to target the
diversified market niches with identifiable products that have various service
level objectives.  The Company currently markets these products through direct
mail, advertising in publications, campground directories, promotional events,
space ads, internet and telemarketing.  Annual subscriber dues range from $69.00
to $99.95 for which the member receives roadside assistance and towing benefits
at no additional cost to the subscriber.  The table below sets forth the number
of enrolled members in the various programs as of December 31, for each year
indicated:

<TABLE>
<CAPTION>
                                                                       Year Ended December 31
                                          ----------------------------------------------------------------------------------
                                            1998              1997              1996                1995           1994
                                          ----------------------------------------------------------------------------------
<S>                                       <C>               <C>                <C>                <C>            <C>
ERS members in the Good Sam Club          222,600           206,700            209,200             215,100         230,900
ERS members in the Coast to Coast Club      9,000             9,800             10,000               9,700          11,500
Rapid Response                             59,600            59,000                -                   -                -
Camping World RoadCare                     31,900            33,700                -                   -                -
                                          -------           -------            -------             -------         -------
Totals                                    323,100           309,200            219,200             224,800         242,400
                                          -------           -------            -------             -------         -------
                                          -------           -------            -------             -------         -------
</TABLE>

For the first time since 1994, membership in the various ERS programs has
internally grown through promotional and marketing efforts which have attracted
new members and improved renewal rates.  Combined enrollment in the programs has
increased almost 14,000 or 4.5% over 1997.  The Company acquired the Rapid
Response program in August 1997 from a competitor and acquired Camping World
RoadCare in conjunction with the acquisition of Camping World.

VEHICLE INSURANCE PROGRAMS

The Company has two vehicle insurance programs, Vehicle Insurance Program
("VIP") and Motor Vehicle Program ("MVP"), to facilitate the availability of
cost-effective vehicle insurance suitable to the demographic characteristics and
vehicle usage patterns of its various club members.  At December 31, 1998, the
VIP program had 200,587 members which represented a 18.5% and 3.2% penetration,
respectively, of the Good Sam Club and Coast to Coast clubs.  During the period
1994 to 1998, the average annual renewal rate of members participating in the
VIP program was approximately 90.0%.  The Company acquired the Motor Vehicle
Program ("MVP") in conjunction with the acquisition of Camping World.  This
program, marketed to President's Club members, had 45,889 policies at December
31, 1998.  These policies generated $2.5 million of marketing fee revenue from
$53.6 million of written premiums.

The Company's marketing fee is based on the amount of written premiums, the
number of policies in force and the profitability of the program.  The insurance
providers assume all claim risks.  

                                         8

<PAGE>

The table below sets forth the number of policies in force for the VIP and MVP
programs, the dollar amount of written premiums by the insurance providers, and
the marketing fees generated as of December 31 of each year indicated:

<TABLE>
<CAPTION>

                                                        Year Ended December 31
                                             --------------------------------------------------
                                               1998         1997       1996       1995     1994
                                             --------------------------------------------------
<S>                                            <C>        <C>        <C>        <C>       <C> 
VIP and MVP policies in force                  246,500    258,600    215,100    214,800   209,800

Written premiums by the insurance providers    $ 252.9    $ 249.5    $ 208.7    $ 207.2   $ 200.1
under the VIP and MVP programs (millions)

Marketing fees generated (millions)             $ 16.5     $ 22.6     $ 17.2     $ 17.3    $ 12.6

</TABLE>

Management believes that the RV industry and auto insurance markets have become
increasingly competitive and has led to consumers comparison shopping and
competitors dropping rates.  In addition, VIP's underwriter is restricting the
policy renewals for many New Jersey residents due to unfavorable claims
experience.

OTHER PRODUCTS AND SERVICES

Other products and services marketed to club members include credit cards,
vehicle financing, supplemental health and life insurance, financial services
and extended vehicle warranties.  Most of these services are provided to club
members by third parties who pay the Company a marketing fee.  The Company also
sells subscriptions to its various publications, including TRAILER LIFE,
MOTORHOME and the annual campground directories.

The RV financing program is administered by Ganis Credit Corporation ("Ganis"). 
The number of Ganis RV loans to the Company's club members increased by 20.3%
from 1997 to 1998 primarily due to a decline in interest rates.

During 1996, the Company introduced its extended vehicle warranty program.  This
program has grown from 1,600 polices in force from 1996 to approximately 9,800
policies as of December 31, 1998 by utilizing existing Company direct mail
marketing channels, and by expanding into the retail direct mail channels.  The
Company earned marketing fees of approximately $5.3 million in 1998, increasing
approximately 52.3% over 1997.  Marketing fees are earned based on approximately
50% of written premiums.

In addition, the Company is evaluating other products and services that club
members may find attractive. When introducing new products and services, the
Company concentrates on products and services provided by third parties, which
it can market without significant capital investment by the Company, and for
which it receives a marketing fee from the service provider based on sales
volume.  The Company seeks to utilize the purchasing power of its club members
to obtain products and services at attractive prices.

PUBLICATIONS

The Company produces and distributes a variety of publications for select
markets in the recreation and leisure industry, including general circulation
periodicals, club magazines, directories, and RV industry trade magazines. 
Revenues are recognized from the sale of advertising, subscriptions and direct
sales of some of the publications.  The Company believes that the focused
audience of each publication is an important factor in attracting advertisers.  

                                         9

<PAGE>

The following chart sets forth the circulation and frequency of the Company's
publications:


<TABLE>
<CAPTION>

                                                    1998                   Number of Issues
      Publication                                Circulation              Published Each Year
----------------------------------------------------------------------- ------------------------
<S>                                              <C>                    <C>
GENERAL CIRCULATION MAGAZINES:

      Trailer Life                                    289,814   (1)              12
      MotorHome                                       145,014   (1)              12
      Rider                                           104,195   (1)              12
      American Rider                                   44,958   (1)               6

CONTROLLED CIRCULATION- BUSINESS (2):

      Campground Management                            10,000                    12
      RV Business                                      15,780                    12
      Archery Business                                 11,066                     7
      PowerSports Business                             18,000                    16

CONTROLLED CIRCULATION- CONSUMER:

      Snowmobile                                      582,177   (3)               4
      SnowGoer                                         76,821   (1)               6
      Snow Week                                        23,231   (1)              18
      PWC Magazine                                    289,091   (3)               4
      Watercraft World                                 37,448   (1)               9
      Roads to Adventure                              292,005   (3)               4
      Woodall's Regional News Tabloids                165,000   (4)              12
      Woodall Specials                                440,000   (4)               1
      ATV Magazine                                    215,230   (3)               4
      ATV Sport                                        48,644   (3)               6
      Bowhunting World                                117,024   (3)               8
      Cruising Rider                                  142,910   (3)               4

ANNUALS:

      Trailer Life Campground/RV Park &               302,000   (1)               1
           Services Directory
      Trailer Life's RV Buyers Guide                   56,500   (3)               1
      Woodall Campground Directory                    412,612   (3)               1
      Woodall Buyer's Guide                            41,849   (1)               1
      Woodall Plan-it Pack-it Go                       30,320   (1)               1

CLUB MAGAZINES:

      Highways                                        946,057   (5)              11
      Coast to Coast Magazine                         225,667   (5)               8
      Golf Traveler                                   111,048   (5) (6)           6
      RV View                                         531,096   (5)               5

</TABLE>

------------
(1)  Paid circulation.
(2)  Trade publication distributed to industry-specific groups.
(3)  Includes sales and free distribution.
(4)  Distribution to RV outlets, including campgrounds and dealerships.
(5)  Circulation is limited to club members and the price is included in the
     annual membership fee.
(6)  Only one magazine is issued when two members are from the same household.

                                         10

<PAGE>

GENERAL CIRCULATION MAGAZINES

TRAILER LIFE, initially published in 1941, is the leading consumer magazine for
the RV industry with a paid circulation of approximately 290,000 in 1998. 
TRAILER LIFE features articles on subjects including product tests, travel and
tourist attractions. 

MOTORHOME is a monthly periodical for owners and prospective buyers of motor
homes which has been published since 1968 with a paid circulation of
approximately 145,000 in 1998.  MOTORHOME features articles on subjects such as
product tests, travel and tourist attractions.

RIDER is a monthly magazine for motorcycle touring enthusiasts and has been
published since 1974.  Each issue focuses on motorcycles, personalities,
technical subjects, travel notes and other features of interest to this
recreational affinity group.

AMERICAN RIDER, introduced in November 1993, is targeted to owners and operators
of Harley-Davidson motorcycles.

CRUISING RIDER was introduced in March 1998 and targets cruiser motorcycle
owners and buyers.

ATV SPORT was introduced May 1998 and targets recreational and racing sport quad
riders.

CONTROLLED CIRCULATION MAGAZINES- BUSINESS

The Company publishes the following trade magazines: 

CAMPGROUND MANAGEMENT is the leading trade magazine for the campground industry.

RV BUSINESS is the leading trade magazine covering industry news and trends for
RV dealers, manufacturers, suppliers, associations and others.

ARCHERY BUSINESS is the leading trade publication for archery dealers and
presents a mix of industry news and trends, product reviews and sales tips
designed to improve financial performance of archery product dealers. 

POWER SPORTS BUSINESS is an industry trade magazine introduced in January 1998
which combines previously issued SNOWMOBILE BUSINESS and WATERCRAFT BUSINESS
with a motorcycle and ATV business section.  Distribution is to dealers
servicing these industries, which in numerous cases have combined operations to
service one or more of these segments.


CONTROLLED CIRCULATION MAGAZINES- CONSUMER

SNOWMOBILE magazine delivers broad-based editorial and snowmobile-related
information to its audience of active snowmobile enthusiasts.  The publication
includes reviews of new machines, clothing and accessories, and articles on
responsible riding practices, snowmobiling vacation 

                                         11

<PAGE>

destinations and special events, and serves as the front-end medium for all 
snowmobile-related product promotions. 

SNOWGOER is designed for the sport's highly active participants and provides
detailed equipment and product critiques and maintenance tips. 

SNOW WEEK is the central source of information for the competition and
high-performance snowmobiling market segment. The publication provides timely,
year-round stories on racing, performance enhancing products, technical
assistance, new product introductions, and industry general information. 

PWC MAGAZINE is the complete guide for the personal watercraft owner and
provides reviews of personal watercraft, gear and accessories as well as
information on maintenance procedures, safety tips and travel destinations. PWC
Magazine was first published in January 1995. 

WATERCRAFT WORLD is targeted to avid personal watercraft enthusiasts and
provides detailed critiques of watercraft, in-depth gear and accessory
evaluations, technical tips and racing information. 

ROADS TO ADVENTURE, introduced in 1996, is targeted to younger families pursuing
camping and other outdoor recreation activities.  Issued quarterly in 1998,
circulation will be reduced to a single issue per year beginning in 1999.

ATV MAGAZINE'S first issue was published in October 1995. The publication is
designed to reach large numbers of active ATV owners with comprehensive product
information during the peak periods when equipment is purchased.  ATV SPORT
magazine debuted in 1998.

BOWHUNTING WORLD is the archery equipment authority which provides information
on new equipment reviews and maintenance techniques, and features articles which
discuss ethical hunting, hunting rights, and pertinent legislative issues. 

ANNUAL DIRECTORIES

TRAILER LIFE CAMPGROUND/ RV PARK & SERVICES DIRECTORY, initially published in
1972, is an annually updated directory which provides information on and ratings
for approximately 12,250 public and private campgrounds, 2,200 RV service
centers, and over 1,000 tourist attractions in North America.  In 1998,
approximately 302,000 directories were distributed.  The publication features
Good Sam Parks that offer discounts on overnight camping fees for the Company's
club members.  This directory is sold by direct mail to Good Sam Club members,
at RV dealerships and in bookstores.

WOODALL CAMPGROUND DIRECTORY, initially published in 1948, is an annual consumer
directory offered in both national and regional editions.  In 1998,
approximately 413,000 directories were distributed.  The Woodall directory is
primarily distributed through book stores.

CLUB OR TRADE MAGAZINES AND BOOKS

Each of the Company's membership clubs has its own publication which provides
information on club activities and events, feature stories and other articles. 
The Company publishes HIGHWAYS for the Good Sam Club, COAST TO COAST MAGAZINE
for the Coast to Coast clubs, THE GOLF TRAVELER for the Golf Card Club, and RV
VIEW for Camping World's President's Club.  The Company also periodically
publishes books targeted for its club membership which address the RV lifestyle.

                                         12

<PAGE>

RETAIL

Camping World is a national specialty retailer of merchandise and services for
RV owners.  The 28 Camping World retail supercenters, which are located in 18
states, accounted for approximately 65.0% of the merchandise revenues for the
year ended December 31, 1998 while approximately 22.1% were derived from catalog
sales and approximately 12.9% were derived from fees or non-merchandise
revenues.

The Company believes that Camping World's leading position in the RV 
accessory industry results from a high level of name recognition, an 
effective dual channel distribution strategy and a commitment to offer a 
broad selection of specialized RV products and services at competitive prices 
combined with technical assistance and on-site installation.  Camping World's 
supercenters offer over 8,000 SKUs, approximately 80% of which are not 
regularly available in general merchandise stores.  In addition, general 
merchandise stores do not provide installation or repair services for RV 
products, which are available at Camping World's supercenters.  Products sold 
by Camping World include specialty-sized refrigerators, housewares and other 
appliances, bedding and furniture, generators and hydraulic leveling systems, 
awnings, folding boats, chairs, bicycles, and sanitation products.  Further, 
kiosks have been installed at numerous locations to market such products and 
services as vehicle insurance, extended warranty and emergency road service.  
Camping World supercenters are strategically located in areas where many RV 
owners live or in proximity to destinations frequented by RV users.  Camping 
World's supercenters are designed to provide one-stop shopping by combining 
broad product selection, technical assistance and on-site installation 
services. 

Camping World sources its products from approximately 800 vendors.  Camping
World attends regional, national and international trade shows to determine the
products it will offer.  The purchasing activities of Camping World are focused
on RV parts and accessories, electronics, housewares, hardware, automotive,
crafts, clothing, home furnishings, gifts, camping and sporting goods.  Camping
World has developed an automated "plan-o-gram" system to provide merchandising
plans to each supercenter and a minimum/maximum inventory system for its
operations to improve fulfillment rates on key items.  Camping World believes
that the volume of merchandise it purchases and its ability to buy direct from
manufacturers together with the utilization of its transportation fleet enables
Camping World to obtain merchandise at costs which compare favorably to local RV
dealers and retailers.  Camping World does not enter into material long-term
contracts or commitments with its vendors.  Camping World's largest vendor, a
supplier of awnings, refrigerators and air conditioners, accounted for
approximately 8% of Camping World's total purchases during the last two fiscal
years.

MAIL ORDER OPERATIONS

Camping World initiated its mail order operations in 1967.  Camping World
currently has a proprietary mailing list of approximately 2.3 million RV owners,
all of whom have made a purchase or requested a catalog from Camping World
within the prior 60 months.  Camping World maintains a database of these names,
which includes information such as order frequency, size of order, date of most
recent order and type of merchandise purchased.  Camping World analyzes its
database to determine those customers most likely to order from Camping World's
catalogs.  As a result, Camping World is able to target catalog mailings more
effectively than direct marketers of catalogs offering general merchandise. 
Camping World continually expands its proprietary mailing list through in-store
subscriptions and requests for catalogs in response to advertisements in
regional publications directed to RV owners.  In addition, Camping World rents
mailing lists of RV owners from third parties. 

During 1998, Camping World distributed 12.0 million catalogs, of which 10.0
million were mailed in 14 separate mailings, and the remaining 2.0 million
catalogs were distributed in supercenters, at 

                                         13

<PAGE>

campgrounds, and as package inserts.  In 1998, Camping World processed 
approximately 494,000 catalog orders at an average net order size of $86, 
excluding postage and handling charges. The average net order size increased 
7.5% from the prior year.  Camping World distributes eight high quality, full 
color catalogs each year: the master, a spring, fall, holiday, two sale 
editions and two prospecting catalogs.  Camping World also distributes 
specialty catalogs directed to targeted customers in order to develop market 
niches. 

MARKETING

Club memberships and related products and services are the result of direct
marketing efforts by the Company.  Direct response promotions include direct
mail, target marketing inserts, advertisements, promotional events and
telemarketing.  Direct response marketing efforts account for approximately 70%
of new enrollments with the remaining 30% derived from other sources.  The
Company uses a variety of commercially available mailing lists of RV owners in
its direct mail efforts.  The most useful lists are compiled from vehicle
registrations provided by the motor vehicles departments in over 30 states,
direct response lists from RV industry participants, and in-house lists.

The Publications segment solicits advertisements through its internal sales
force and by paying commissions to advertising agencies and independent
contractors who place advertisements.  Many advertisers are repeat customers
with whom the Company has long standing relationships.

The Merchandise segment solicits customers through mail order catalogs, direct
mail retail flyers, advertisements in national and regional industry
publications, vendor co-op advertising programs, promotional events, President's
Club direct mailings and personal solicitations and referrals. Camping World's
principal marketing strategy is to capitalize on its broad name recognition
among RV owners.

OPERATIONS 

MEMBER SERVICES AND PUBLICATIONS

The Company's member service operations are located in Denver, Colorado and
Bowling Green, Kentucky.  The primary focus of member services is to handle
information requests from club members through the Company's toll-free telephone
number.  Member service representatives take orders and market products and
services to existing and potential club members in response to telephone
inquiries.  The Company expects to increase sales through better management of
its member service operations coupled with greater efficiency in its
telemarketing efforts.  Camping World's mail order operations, located at its
headquarters in Bowling Green, Kentucky, offer toll-free customer service seven
days a week, 24 hours a day.  Camping World has established a sales training
program for its customer service personnel and also provides experienced
technical advisors to answer specific questions by telephone.  Orders are
usually processed and shipped within 24 hours of receipt.  On average, these
member service operations process approximately 7,900 telephone calls daily.

Fulfillment operations involve the processing of orders and checks principally
received by mail.  Certain fulfillment operations are performed by third
parties.  The Company's publication operations develop the layout for
publications and outsource printing to third parties.

                                         14

<PAGE>

RETAIL

Camping World's supercenters generally range in size from approximately 
12,000 to 36,000 square feet.  Approximately 40% of each supercenter is 
devoted to a retail sales floor, a customer service area, and a technical 
information counter; 40% is comprised of the installation facility which 
contains 4 to 16 drive-through installation bays; and 20% is allocated to 
office and warehouse space.  Large parking areas provide sufficient space and 
facilitate maneuvering of RVs.  By combining broad product selection, 
technical assistance and installation and repair services, Camping World's 
supercenters provide one-stop shopping for RV owners.  Camping World 
maintains toll-free telephone numbers for customers to schedule installation 
and repair appointments.  All supercenters are open seven days a week. 

Camping World intends to continue the controlled, limited expansion of its 
supercenter store network.  Camping World's expansion strategy is based on a 
comprehensive process that analyzes the sales trends and travel patterns of 
existing and potential customers as well as the sales patterns of RV 
vehicles. Camping World researches the travel routes used by RV owners and 
the location of camping areas in order to ensure the convenient location of 
its supercenters. Sales and shipment of new RVs together with analysis of 
demographic data derived from its customer database and mail order shipments 
and RV ownership lists from other sources are used to identify high 
concentrations of RV owners.  Once an area has been identified, Camping World 
surveys its customers to select specific locations for a new supercenter.  
Camping World credits this detailed analytical approach with the fact that it 
has closed only one store since inception. During 1998, new supercenters were 
opened in Tucson, Arizona and Manassas, Virginia with plans to open one or 
two new supercenters in 1999. 

The aggregate cost to construct and open an 18,000 square foot supercenter 
(the anticipated typical size of new supercenters) is estimated to be 
$2,750,000 including land, building, furniture, fixtures, equipment and 
inventory.  In 1998, for the two stores opened, the Company entered into a 
long-term lease agreement with large RV dealers, and avoided the capital 
requirements for the land and construction cost of the building.  These 
facilities were also smaller utilizing the service bays of the RV dealers.  
It typically takes six months to complete construction of a store. 

INFORMATION SUPPORT SERVICES

The Company utilizes integrated computer systems to support its membership 
club and publishing operations.  Comprehensive information on each member, 
including a profile of the purchasing activities of members, is available to 
customer service representatives when responding to member requests, and when 
sales representatives market the Company's products and services.  The 
Company employs publishing software for publication makeup and content and 
for advertising to support its publications operations.  An area wide network 
facilitates communication within and between the Company's offices.  The 
Company also utilizes information technology, including list segmentation and 
merge and purge programs, to select prospects for direct mail solicitations 
and other direct marketing efforts.

Camping World's management information systems and electronic data processing 
systems consist of an extensive range of retail, mail order, financial and 
merchandising systems, including purchasing, inventory distribution and 
control, sales reporting, accounts payable and merchandise management.  
Camping World's management information system includes point-of-sale 
registers that are equipped with bar code readers in each supercenter.  These 
registers are polled nightly by a central computer.  With this point-of-sale 
information and the information from Camping World's on-line distribution 
centers, Camping World compiles comprehensive data, including detailed sales 
volume and inventory information by product, merchandise transfers and 
receipts, special orders, 

                                    15

<PAGE>


supply orders and returns of product purchases to vendors.  In conjunction 
with its nightly polling, Camping World's central computer sends price 
changes to registers at the point of sale.  The registers capture President's 
Club member numbers and associated sales and references to specific 
promotional campaigns. Management monitors the performance of each 
supercenter and mail order operation to evaluate inventory levels, determine 
markdowns and analyze gross profit margins by product. 

Camping World's catalog operations also utilize a computerized management 
system allowing on-line desktop access to information which previously 
required manual retrieval.  Screen prompts which provide product, 
promotional, and revenue potential have allowed Camping World to maintain 
high service levels during seasonal sales peaks.  The installation of an 
automatic call distribution switch with scheduling software has facilitated 
more effective management of customer inquiries and reduced set-up time for 
call processing.

REGULATION

The Company's operations are subject to varying degrees of federal, state and 
local regulation.  Specifically, the Company's outbound telemarketing, direct 
mail, and emergency road service programs, as well as certain services 
provided by third parties, including insurance, RV Financing, and extended 
warranty, are currently subject to certain regulation and may be subjected to 
increased scrutiny in the future.  The Company does not believe that such 
federal, state and local regulations currently have a material impact on its 
operations. However, new regulatory efforts impacting the Company's 
operations may be proposed from time to time in the future at the federal, 
state and local level. There can be no assurance that such regulatory efforts 
will not have a material adverse effect on the Company's ability to operate 
its businesses or on its results of operations.

COMPETITION

In general, the Company's membership clubs, retail and catalog operations and 
publications compete with numerous organizations in the recreation industry 
for disposable income spent on leisure activities.  By offering significant 
membership benefits at a reasonable cost and actively marketing to club 
members, the Company believes that it has been able to maintain a loyal 
following for its membership organizations as evidenced by such clubs' high 
renewal rates.  The products and services marketed by the Company compete 
with similar products and services offered by other providers.  However, 
management believes that it is able to use the large volume of purchases by 
its club members to secure attractive pricing for the products and services 
marketed by the Company.

EMPLOYEES

As of December 31, 1998, the Company had 1,307 full-time and 164 part-time or 
seasonal employees, including 8 executives, 824 employees in retail 
operations, 385 employees in administrative and club operations, 201 
employees in publishing and advertising sales, 15 employees in resort 
services and 38 employees in marketing.  No employees are covered by a 
collective bargaining agreement.  The Company believes that its employee 
relations are good.

TRADEMARKS AND COPYRIGHTS

The Company owns a variety of registered trademarks and service marks for the 
names of its clubs,

                                    16

<PAGE>


magazines and other publications.  The Company also owns the copyrights to 
certain articles in its publications.  The Company believes that its 
trademark and copyrights have significant value and are important to its 
marketing efforts.

ITEM 2:  PROPERTIES

The table below sets forth certain information concerning the Company's 
properties.  The leased properties generally provide for fixed monthly 
rentals with annual escalation clauses.

<TABLE>
<CAPTION>
                                                                               SQUARE      ACRES      OWNED/     LEASE
                                                                                FEET       -----      LEASED   EXPIRATION
                                                                               -------                ------   ----------
<S>                                                                           <C>         <C>        <C>       <C>
 CORPORATE HEADQUARTERS:

   Ventura, CA                                                                 74,100                 Owned       -

 OTHER OFFICE FACILITIES:

   Denver, Colorado (for its customer service, warehousing                     60,000                 Owned       -
       fulfillment, and information system functions).
   Bowling Green, Kentucky (for its retail administrative                      26,000                 Owned       -
       headquarters and mail order operations).
   Bowling Green Headquarters Annex                                             3,000                Leased      2001
   Seattle, Washington                                                            672                Leased      1999
   Elkhart, Indiana                                                             4,076                Leased      2001
   Lake Forest, Illinois                                                       20,000                Leased      2000
   Maple Grove, Minnesota                                                      17,496                Leased      2005
   Greenville, Michigan                                                         2,000                Leased      2000

 DISTRIBUTION CENTERS:

    Bowling Green, Kentucky                                                   104,000     6.780      Leased      2010
    Bakersfield, California (includes an 1,800 square foot retail              81,500     8.430       Owned       -
    showroom)

 CAMPING WORLD SUPERCENTER LOCATIONS:

   Tucson, AZ...........................................................       12,145     2.000      Leased      2018
   Mesa, AZ.............................................................       27,500     3.140      Leased      2010
   La Mirada, CA........................................................       30,647     4.450       Owned       -
   San Marcos, CA.......................................................       25,522     2.212      Leased      2027
   Fairfield, CA........................................................       43,434     3.780      Leased      2020
   Rocklin, CA..........................................................       29,085     4.647      Leased      2037
   San Bernardino, CA...................................................       18,126     1.665      Leased      2012
   San Martin, CA.......................................................       29,486     5.000      Leased      2023
   Valencia, CA.........................................................       58,800     9.310       Owned       -
   Denver, CO...........................................................       27,085     4.132      Leased      2037
   Ft. Myers, FL........................................................       22,886     4.217      Leased      2012
   Kissimmee, FL........................................................       56,850     6.043       Owned       -
   Tampa, FL............................................................       40,334     3.711      Leased      2026
   Bolingbrook, IL......................................................       25,126     5.299       Owned
   Bowling Green, KY....................................................       38,368     2.895       Owned       -
   Belleville, MI.......................................................       44,197     8.790       Owned       -
   Rogers, MN...........................................................       24,700     6.303      Leased      2025
</TABLE>

                                    17

<PAGE>

<TABLE>
<CAPTION>

                                                                               SQUARE      ACRES      OWNED/     LEASE
                                                                                FEET       -----      LEASED   EXPIRATION
                                                                               -------                ------   ----------
<S>                                                                            <C>        <C>        <C>       <C>
   Bridgeport, NJ.......................................................       24,581     6.920      Leased      2031
   Henderson, NV........................................................       25,850     4.400      Leased      2025
   Brunswick, OH........................................................       23,233     4.087      Leased      2038
   Wilsonville, OR......................................................       32,850     4,653      Leased      2016
   Myrtle Beach, SC.....................................................       38,935     5.690       Owned       -
   Nashville, TN........................................................       30,000     3.238       Owned       -
   Denton, TX...........................................................       22,984     6.887      Leased      2037
   Mission, TX..........................................................       23,094     3.430      Leased      2015
   Draper, UT...........................................................       27,675     8.031      Leased      2026
   Manassas, VA.........................................................       16,348     1.880      Leased      2018
   Fife, WA.............................................................       35,659     5,840      Leased      2032
</TABLE>


In addition, the Company leases a research facility of approximately 8,000 
square feet on 60 acres in Wisconsin and other miscellaneous office equipment.

ITEM 3:  LEGAL PROCEEDINGS

From time to time, the Company is involved in litigation arising in the 
normal course of business operations. None of such current litigation is 
expected, individually or in the aggregate, to have a material adverse effect 
on the Company.

On January 28, 1998, Travel America, Inc., First Nationwide Resort 
Management, Inc., Revcon Motorcoach, Inc., Adventure Resorts of America, 
Inc., Thousand Adventures, Inc., and other related entities filed a complaint 
in the Superior Court of California in Orange County, California, against 
Camp Coast to Coast, Inc., Affinity Group, Inc., certain employees and former 
employees of Camp Coast to Coast, Inc. and Affinity Group, Inc. and certain 
membership campground resorts within the Coast to Coast system. The complaint 
relates to the termination by the plaintiffs of their affiliation contracts 
with Camp Coast to Coast, Inc. The suit alleges causes of action for breach 
of contract, unfair competition, interference with contracts, interference 
with prospective economic advantage, misappropriation of trade secrets, 
fraud, defamation, accounting, conspiracy and injunctive relief. The suit 
seeks compensatory damages, injunctive relief, general and special damages, 
punitive damages and an accounting. The Company and all other defendants 
believe the complaint to be without merit and intend to vigorously defend the 
action and assert all available rights and seek all appropriate remedies. The 
Company believes that such litigation will not have a material adverse effect 
on its results of operations or on its financial position.

ITEM 4:  SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5:  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

Not Applicable


                                   18
<PAGE>


ITEM 6:  SELECTED FINANCIAL DATA

The selected financial data of the Company for each of the five years ended 
December 31 are derived from the audited consolidated financial statements of 
the Company.  Certain reclassifications of prior year amounts have been made 
to conform to the current presentation.  The selected financial data of the 
Company should be read in conjunction with "Management's Discussion and 
Analysis of Financial Condition and Results of Operations" and the Company's 
Consolidated Financial Statements and the notes thereto included elsewhere 
herein.


<TABLE>
<CAPTION>
                                                                            YEARS ENDED DECEMBER 31,
                                                                            ------------------------
                                                                             (DOLLARS IN THOUSANDS)
STATEMENT OF OPERATIONS DATA:                                    1998         1997        1996        1995        1994
                                                               ----------------------------------------------------------
<S>                                                            <C>         <C>          <C>        <C>         <C>
REVENUES:
    Membership services                                        $116,325    $ 114,175    $ 99,354   $ 100,679   $ 92,702
    Publications                                                 60,354       53,891      39,545      38,290     36,084
    Merchandise                                                 182,367      132,953           -           -          -
                                                               ----------------------------------------------------------
                                                                359,046      301,019     138,899     138,969    128,786
COSTS APPLICABLE TO REVENUES:
    Membership services                                          71,460       62,607      55,793      55,400     53,220
    Publications                                                 42,703       36,554      28,236      27,906     25,723
    Merchandise                                                 121,320       90,378           -           -          -
                                                               ----------------------------------------------------------
                                                                235,483      189,539      84,029      83,306     78,943

GROSS PROFIT                                                    123,563      111,480      54,870      55,663     49,843

OPERATING EXPENSES:
    Selling, general and administrative                          72,737       57,435      16,326      18,376     13,615
    Depreciation and amortization                                14,868       13,859       8,181       9,013     11,020
                                                               ----------------------------------------------------------
                                                                 87,605       71,294      24,507      27,389     24,635
                                                               ----------------------------------------------------------

INCOME FROM OPERATIONS                                           35,958       40,186      30,363      28,274     25,208

NON-OPERATING ITEMS:
    Interest expense, net                                       (31,823)     (27,825)    (16,690)    (16,447)   (16,716)
    Other non-operating income (expense), net                     2,501          232        (996)     (1,579)      (811)
                                                               ----------------------------------------------------------
                                                                (29,322)     (27,593)    (17,686)    (18,026)   (17,527)
                                                               ----------------------------------------------------------

INCOME FROM CONTINUING OPERATIONS BEFORE
    INCOME TAXES, EXTRAORDINARY ITEM AND
    CUMULATIVE EFFECT OF ACCOUNTING CHANGE                        6,636       12,593      12,677      10,248      7,681

INCOME TAX (EXPENSE) BENEFIT                                     (4,422)      (7,114)     (6,690)     (5,167)    13,255
                                                               ----------------------------------------------------------

INCOME FROM CONTINUING OPERATIONS                                 2,214        5,479       5,987       5,081     20,936

DISCONTINUED OPERATIONS:
    Income (loss) from discontinued operations, net
       of applicable income tax benefits                        (1,935)      (1,424)     (1,592)        235        265
    Loss on disposal, net of applicable
       income tax benefits                                          (54)        (294)     (5,866)          -          -
                                                               ----------------------------------------------------------

INCOME (LOSS) BEFORE EXTRAORDINARY ITEM                             225        3,761      (1,471)      5,316     21,201
    AND CUMULATIVE EFFECT OF ACCOUNTING
    CHANGE

EXTRAORDINARY ITEM:
    Loss on early extinguishment of debt, net of
         applicable current income tax benefit                   (5,135)        (239)          -           -     (1,277)
CUMULATIVE EFFECT OF ACCOUNTING
    CHANGE FOR START-UP COSTS, net of applicable

    current income tax benefit                                     (124)           -           -           -         -
                                                               ----------------------------------------------------------


NET INCOME (LOSS)                                              $ (5,034)     $ 3,522    $ (1,471)    $ 5,316   $ 19,924
                                                               ----------------------------------------------------------
                                                               ----------------------------------------------------------
</TABLE>


                                      19

<PAGE>


SELECTED FINANCIAL DATA (CONTINUED)

<TABLE>
<CAPTION>
                                                                 1998         1997        1996        1995        1994
                                                            -------------------------------------------------------------
                                                                             (dollars in thousands)
<S>                                                          <C>           <C>         <C>         <C>         <C>
Balance Sheet Data (at period end):
    Working capital (deficiency) (1)                          $ (42,111)   $ (40,417)  $ (44,679)  $ (41,396)  $(48,113)
    Total assets                                                496,169      388,265     179,173     191,309    180,790
    Deferred revenues (2)                                        88,671       79,057      70,049      68,702     67,448
    Total debt                                                  305,467      294,361     147,375     164,496    157,270
    Total stockholder's deficit                                 (80,946)     (75,912)    (79,434)    (77,963)   (74,279)
</TABLE>

_________________

(1) Restated to give effect to the reclassifications of NAFE, AINS and AB as
discontinued operations.  Excludes net current assets or (liabilities) of
discontinued operations in the amount of ($129,596), ($32,237), ($11,985),
($5,409) and $277 for 1998, 1997, 1996, 1995 and 1994, respectively.

(2) Deferred revenues represent cash received by the Company in advance of the
recognition of revenues in accordance with generally accepted accounting
principles.  Deferred revenues primarily reflect club membership dues, annual
ERS fees, advances on third party credit card fee revenues and publication
subscriptions.  These revenues are recognized at the time the goods or services
are provided or over the membership period, which averages approximately 18
months.









                                    20

<PAGE>

ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following tables set forth the components of the statement of operations 
for the years ended December 31, 1998, 1997, and 1996 as a percentage of 
total revenues, and the comparison of those components from period to period. 
The following discussion is based on the Company's Consolidated Financial 
Statements included elsewhere herein.  The Company's revenues are derived 
principally from membership services, including club membership dues and 
marketing fees paid to the Company for services provided by third parties, 
and from publications, including subscriptions and advertising, and 
merchandise sales.  In the fourth quarter of 1996, the Company adopted a plan 
to dispose of the operations of the National Association for Female 
Executives ("NAFE") club which was acquired in 1994 and disposed of in August 
1997.  In the fourth quarter of 1998, the Company sold Affinity Insurance 
Group, Inc. ("AINS") and adopted a plan to dispose of the operations of 
Affinity Bank ("AB"), subject to regulatory approval, which were both 
acquired in 1995.  The "Management's Discussion and Analysis of Financial 
Condition and Results of Operations" discussion below excludes the operations 
of NAFE, AINS and AB since they have been classified as discontinued 
operations.  During the three years ended December 31,1998, the Company 
completed three acquisitions: (i) Ehlert Publishing companies ("Ehlert" or 
"EPG"), a specialty publisher of sports and recreation magazines, in March 
1997, (ii) Camping World, Inc. ("Camping World" or "CWI"), a national 
specialty retailer of merchandise and services for RV owners, in April 1997, 
and (iii) Rapid Response emergency road service contracts, in August 1997.










                                    21

<PAGE>

AFFINITY GROUP HOLDING, INC. AND SUBSIDIARIES

TABLE FOR PERCENTAGE COMPARISONS OF TOTAL REVENUES
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                      Percentage of              Percentage Increase
                                                                      Total Revenues                  (Decrease)
                                                                      --------------                  -----------
                                                                                                 Year 1998   Year 1997
                                                                1998       1997       1996       over 1997   over 1996
                                                              ------------------------------  ----------------------
<S>                                                         <C>          <C>        <C>     <C>          <C>
REVENUES:
     Membership services                                       32.4%      37.9%      71.5%       1.9%       14.9%
     Publications                                              16.8%      17.9%      28.5%      12.0%       36.3%
     Merchandise                                               50.8%      44.2%          -      37.2%           -
                                                              ------------------------------  --------------------
                                                              100.0%     100.0%     100.0%      19.3%      116.7%

COSTS APPLICABLE TO REVENUES:
     Membership services                                       19.9%      20.9%      40.2%      14.1%       12.2%
     Publications                                              11.9%      12.1%      20.3%      16.8%       29.5%
     Merchandise                                               33.8%      30.0%          -      34.2%           -
                                                              ------------------------------  --------------------
                                                               65.6%      63.0%      60.5%      24.2%      125.6%
                                                              ------------------------------  --------------------

GROSS PROFIT                                                   34.4%      37.0%      39.5%      10.8%      103.2%

OPERATING EXPENSES:
     Selling, general and administrative                       20.3%      19.1%      11.7%      26.6%      251.8%
     Depreciation and amortization                              4.1%       4.6%       5.9%       7.3%       69.4%
                                                              ------------------------------  --------------------
                                                               24.4%      23.7%      17.6%      22.9%      190.9%
                                                              ------------------------------  --------------------


INCOME FROM OPERATIONS                                         10.0%      13.3%      21.9%     (10.5%)      32.4%

NON-OPERATING ITEMS:
     Interest expense, net                                     (8.9%)     (9.2%)    (12.1%)     14.4%       66.7%
     Other non-operating income (expense), net                  0.7%       0.1%      (0.7%)    978.0%     (123.3%)
                                                              ------------------------------  --------------------
                                                               (8.2%)     (9.1%)    (12.8%)      6.3%       56.0%
                                                              ------------------------------  --------------------

INCOME FROM CONTINUING OPERATIONS BEFORE
     INCOME TAXES, EXTRAORDINARY ITEM AND
     CUMULATIVE EFFECT OF ACCOUNTING CHANGE                     1.8%       4.2%       9.1%     (47.3%)      (0.7%)

INCOME TAX EXPENSE                                             (1.2%)     (2.4%)     (4.8%)    (37.8%)       6.3%
                                                              ------------------------------  --------------------

INCOME FROM CONTINUING OPERATIONS                               0.6%       1.8%       4.3%     (59.6%)      (8.5%)
DISCONTINUED OPERATIONS:
     Loss from discontinued operations, net of
        applicable income tax benefits                        (0.6%)     (0.5%)     (1.1%)     35.9%      (10.6%)
     Loss on disposal, net of applicable
        income tax benefits                                        -      (0.1%)     (4.3%)    (81.6%)     (95.0%)
                                                              ------------------------------  --------------------

INCOME (LOSS) BEFORE EXTRAORDINARY ITEM AND
     CUMULATIVE EFFECT OF ACCOUNTING CHANGE                        -       1.2%      (1.1%)    (94.0%)    (355.7%)

EXTRAORDINARY ITEM:
     Loss on early extinguishment of debt, net of
        applicable current income tax benefit                  (1.4%)         -          -          -           -
CUMULATIVE EFFECT OF ACCOUNTING
     CHANGE FOR START-UP COSTS, net of
     applicable current income tax benefit                         -          -          -          -           -
                                                              ------------------------------  --------------------

NET INCOME (LOSS)                                              (1.4%)      1.2%      (1.1%)   (242.9%)    (339.4%)
                                                              ------------------------------  --------------------
                                                              ------------------------------  --------------------
</TABLE>

                                    22

<PAGE>

YEAR ENDED DECEMBER 31, 1998 COMPARED WITH YEAR ENDED DECEMBER 31, 1997


REVENUES

Revenues of $359.0 million for 1998 increased by approximately $58.0 million or
19.3% from the comparable period in 1997.  On a proforma basis, assuming the CWI
and EPG acquisitions occurred January 1, 1997, 1998 revenues increased $15.7
million, or 4.6%, over 1997.

Membership services revenues for 1998 of $116.3 million increased by
approximately $2.1 million or 1.9% compared to $114.2 million for 1997.  On a
pro forma basis, assuming the Camping World acquisition had occurred at January
1, 1997, membership services revenue decreased $0.4 million or 0.3% compared to
1997.  This revenue decrease is largely attributable to a $6.4 million decrease
in fee income generated from the sales of vehicle insurance policies, a $2.4
million decrease in membership services revenue principally associated with
reduced Coast to Coast Club enrollment and $0.8 million in reduced member event
revenue.  These decreases were partially offset by a $7.1 million revenue
increase from the extended vehicle warranty program, and a $2.1 million revenue
increase from the Rapid Response emergency road service contracts acquired
August 4, 1997.

Publications revenues for 1998 of $60.4 million increased 12.0% from $53.9
million for 1997. On a pro forma basis, assuming the EPG acquisition had
occurred at January 1, 1997, revenue increased $4.3 million.  This increase was
primarily due to $1.5 million in revenue from new book title sales, $1.2 million
from increased advertising and circulation revenue from the TRAILER LIFE
CAMPGROUND/ RV PARK & SERVICES DIRECTORY, $0.7 million associated with increased
advertising and circulation revenue from other various RV-related publications,
$0.8 million increase for the Rider magazine group, primarily due to the
introduction of a new motorcycle title, CRUISING RIDER and $0.2 million in
increased Ehlert publication revenue comprised of net increases for the ATV
Group and PowerSports Business partially offset by decreases for the Archery
Group and the consolidation of the Watercraft Business publication into the
PowerSports Group.

Merchandise revenue of $182.4 million related entirely to Camping World acquired
in April 1997.  On a pro forma basis, assuming the CWI acquisition had occurred
at January 1, 1997, merchandise revenue for 1998 increased $11.8 million or
6.9%.  This increase was principally attributable to a $7.9 million increase in
retail showroom sales, representing a 3.8% same store growth over 1997, and a
$3.9 million increase in mail order sales.

COSTS APPLICABLE TO REVENUES

Costs applicable to revenues totaled $235.5 million in 1998, an increase of
$45.9 million or 24.2% over 1997.  On a pro forma basis, assuming the CWI and
EPG acquisitions had occurred at January 1, 1997, costs applicable to revenues
increased $17.3 million for 1998 compared to 1997, a 7.9% increase.

Membership services costs and expenses increased by approximately $8.9 million
or 14.1% to $71.5 million for 1998 compared to $62.6 million in 1997.  On a pro
forma basis, assuming the CWI acquisition had occurred at January 1, 1997,
membership services costs increased $7.9 million or 1.6%.  This increase was
primarily the result of $6.2 million associated with the increase in extended
warranty policies, a $2.1 million increase associated with the Rapid Response
emergency road service contracts and a $0.5 million increase from Camping World
Roadcare.  These increases were partially offset by $1.4 million in reduced
expenses associated with the credit card program, and $0.5 million in increased
membership services expenses, consisting of $1.1 million in reduced expenses
associated with the Coast to Coast Clubs partially offset by increased expenses
in the other membership clubs.  


                                    23

<PAGE>


Publication costs and expenses of $42.7 million for 1998 increased $6.1 million
or 16.8% compared to 1997.  On a pro forma basis, assuming the EPG acquisition
had occurred at January 1, 1997, costs increased $4.6 million or 12.0%.  This
increase was primarily due to $1.2 million associated with increased book sales,
$1.2 million associated with incremental EPG publication revenues, $0.9 million
from increased circulation of the TRAILER LIFE CAMPGROUND/ RV PARK & SERVICES
DIRECTORY, and $1.3 million associated with higher circulation of RV-related
publications.

Merchandise costs applicable to revenues of $121.3 million related entirely to
Camping World acquired in April 1997.  On a pro forma basis, assuming the
Camping World acquisition had occurred at January 1, 1997, merchandise costs for
1998 increased $4.9 million or 4.2%.  The increase in merchandise costs was
primarily attributable to the 6.9% increase in merchandise sales.  The gross
profit margin increased by $6.9 million from 31.7% in 1997 to 33.5% in 1998
primarily due to the consolidation of vendor product lines and the utilization
of enhanced merchandising software.

OPERATING EXPENSES

Selling, general and administrative expenses of $72.7 million for 1998 were
$15.3 million over 1997.  On a pro forma basis, assuming the Camping World
acquisition had occurred on January 1, 1997 general and administrative expenses
increased $2.5 million.  This increase is the result a $3.6 million increase in
wage-related expenses of which $2.6 million is related to the retail segment, a
$1.0 million increase in consulting and professional services, a $0.5 million
increase in Year 2000 information systems expenses, a $0.4 million increase in
travel and related expenses, and a $1.0 million increase in other expenses which
were only partially offset by a $4.0 million reduction in deferred executive
compensation in 1998.  Depreciation and amortization expenses of $14.9 million
were $1.0 million higher than in 1997.  These increases were primarily
attributable to the amortization of goodwill related to the acquisition of CWI
and EPG.

INCOME FROM OPERATIONS

Income from operations of $36.0 million for 1998 decreased by $4.2 million or 
10.5% compared to 1997.  Assuming the EPG and CW acquisitions had occurred on 
January 1, 1997, income from operations decreased $4.4 million or 11.0%. 
Increased gross profit from the CWI retail operations of $6.9 million were 
more than offset by decreases in gross profit from membership services of 
$8.3 million and publications of $0.2 million and increases in operating 
expenses of $2.8 million.

NON-OPERATING ITEMS 

Net non-operating expense for 1998 was $29.3 million compared to $27.6 million
for 1997.  This $1.7 million increase reflects higher interest expense due to
increased borrowings, offset by the gain recognized on the condemnation proceeds
received on certain retail property located in Anaheim California.

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES, EXTRAORDINARY ITEM AND
CUMULATIVE EFFECT OF ACCOUNTING CHANGE

Income from continuing operations before income taxes, extraordinary item and
cumulative effect of accounting change in 1998 was $6.6 million compared to
$12.6 million for 1997.  This decrease is due to the declines in income from
operations reflected above combined with higher net non-operating expenses,
principally interest expense.

INCOME TAXES

                                    24

<PAGE>

Income taxes for 1998 of $4.4 million decreased $2.7 million from 1997.  The 
effective income tax rates in both 1998 and 1997 are higher than statutory 
rates due primarily to the amortization of non-deductible goodwill.

INCOME FROM CONTINUING OPERATIONS

Income from continuing operations for 1998 was $2.2 million compared to $5.5 
million for 1997.  This decrease was due to the decrease in income from 
operations, combined with increased non-operating expenses, principally 
interest expense.

DISCONTINUED OPERATIONS

As further described in Note 15 to the consolidated financial statements, the 
Company adopted a plan to dispose of the assets of NAFE in the fourth quarter 
of 1996, and AINS and AB in the fourth quarter of 1998.  Aggregate losses of 
$0.3 million, net of taxes, were recognized in 1997 to finalize the disposal 
of the NAFE operations.  Aggregate losses of $2.0 million, net of taxes, were 
recognized in 1998 from the disposal of AINS and AB.

EXTRAORDINARY ITEM

The Company refinanced the $120.0 million, 11.5%, AGI Senior Subordinated 
Notes in December 1998 and incurred a write-off of unamortized financing 
costs of $3.0 million and a redemption premium of $5.2 million.  The income 
tax benefit related to this refinancing totalled $3.1 million.

NET INCOME (LOSS)

The net loss for 1998 was $5.0 million compared to a net income of $3.5 
million for 1997.  This $8.5 million difference resulted from a $4.2 million 
decrease in income from operations, combined with an increase in net tax 
losses of $5.3 million recognized on discontinued operations, extraordinary 
item, and cumulative effect of accounting change for start-up costs, and a 
$1.7 million increase in non-operating expenses.  A reduction of $2.7 million 
in income taxes on continuing operations partially offset these items.

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

REVENUES

Revenues of $301.0 million for 1997 increased by approximately $162.1 million 
or 116.7% from the comparable period in 1996.  Excluding the Ehlert 
operations acquired March 1997 and the Camping World operations acquired 
April 1997, revenues were $146.3 million for 1997 compared to $138.9 million 
for the comparable period in 1996, a 5.3% increase.

Membership services revenues for 1997 of $114.2 million increased by 
approximately $14.8 million or 14.9% compared to $99.4 million for 1996. 
Excluding the Camping World membership services operations, 1997 membership 
services revenue of $105.2 million increased $5.9 million compared to 1996. 
This increase is largely attributable to a $3.8 million increase in fee 
income generated from the sales of vehicle insurance policies, $2.7 million 
increase in revenues from the extended vehicle warranty programs, and a $1.4 
million increase from the Rapid Response emergency road service programs.  
These increases were partially offset by (i) a net decrease in club 
membership revenue of $1.5 million, comprised primarily of a $2.2 million 
decrease associated with reduced Coast to Coast Club enrollment 

                                    25

<PAGE>


and a $0.8 million increase in Good Sam Club membership, and (ii) a $0.5 
million decrease in member event revenue.

Publications revenues for 1997 of $53.9 million increased 36.3% from $39.5 
million for 1996.  This $14.3 million revenue increase was primarily due to 
$12.8 million in additional revenue from the acquisition of Ehlert.  The 
remaining increase is due to (i) $0.5 million as a result of additional 
issues of Woodalls Specials and ROADS TO ADVENTURE, (ii) $0.5 million in 
additional TRAILER LIFE magazine advertising revenue, and (iii) $0.5 million 
in increased book and directory sales.

Merchandise revenue of $133.0 million related entirely to Camping World 
acquired in April 1997.  On a pro forma basis, assuming the Camping World 
acquisition had occurred at January 1, 1996, merchandise revenue for 1997 
increased $6.9 million or 4.6%.  This increase was principally attributable 
to a $3.5 million increase in retail showroom sales and a $3.4 million 
increase in mail order sales.

COSTS APPLICABLE TO REVENUES

Costs applicable to revenues totaled $189.5 million in 1997, an increase of 
$105.5 million or 125.6% over 1996.  Excluding the Ehlert and Camping World 
operations acquired in 1997, costs applicable to revenues increased $3.8 
million for 1997 compared to 1996, a 4.5% increase.

Membership services costs and expenses increased by approximately $6.8 
million or 12.2% to $62.6 million for 1997 compared to $55.8 million in 1996. 
 Excluding the Camping World acquisition, membership services costs increased 
$3.6 million to $59.4 million.  This increase was primarily the result of a 
$1.7 million increase in marketing expenses associated with the new credit 
card program introduced in the fourth quarter of 1996, $1.9 million increase 
for emergency road service claims and marketing expenses, of which $1.0 
million relates to the operations of the Rapid Response acquisition.

Publication costs and expenses of $36.6 million for 1997 increased $8.3 
million or 29.5% compared to 1996.  Excluding the Ehlert operations, costs 
increased $0.2 million to $28.4 million in 1997.  Paper cost decreases 
realized in 1997 as a result of a re-negotiated paper contract were more than 
offset by increases associated with additional issues of ROADS TO ADVENTURE 
and Woodall Specials and increased book marketing and fulfillment costs.

Merchandise costs applicable to revenues of $90.4 million related entirely to 
Camping World acquired in April 1997.  On a pro forma basis, assuming the 
Camping World acquisition had occurred at January 1, 1996, merchandise costs 
for 1997 increased $6.2 million or 5.7%.  In addition to the corresponding 
$5.0 million increase attributable to the increase in merchandise sales, the 
gross profit margin on merchandise sales decreased by $1.2 million or 0.8%.  

OPERATING EXPENSES

Selling, general and administrative expenses of $57.4 million for 1997 were 
$41.1 million over 1996.  Excluding Ehlert and Camping World operations, 
general and administrative expenses increased $2.2 million largely attributed 
to recording $2.3 million of deferred executive compensation in 1997.  
Depreciation and amortization expenses of $13.8 million were $5.7 million 
over 1996.  This increase was primarily due to depreciation and amortization 
of fixed assets and intangibles attributable to the Ehlert and Camping World 
acquisitions.

INCOME FROM OPERATIONS

Income from operations of $40.2 million for 1997 increased by $9.8 million or 
32.3% compared to 1996.  This was primarily due to $9.3 million of income 
from operations generated by the Ehlert and Camping

                                    26

<PAGE>


World acquisitions, $2.2 million gross profit increase from membership 
services, $1.3 million gross profit from publications which were partially 
offset by a $3.0 million increase in operating expenses. 

NON-OPERATING ITEMS

Non-operating items for 1997 were $27.6 million compared to $17.7 million for 
1996.  This increase is primarily interest on the $130.0 million 11% Senior 
Notes issued April 1997 and the absence of restructuring charges incurred in 
1996. 

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES, EXTRAORDINARY ITEM AND 
CUMULATIVE EFFECT OF ACCOUNTING CHANGE

Income from continuing operations before income taxes and extraordinary item 
in 1997 was $12.6 million compared to $12.7 million for 1996. This decrease 
was due to increases in operating expenses as noted above, partially offset 
by the increase in income from operations from the Ehlert and Camping World 
acquisitions and the increase in gross profit from membership services and 
publications.

INCOME TAXES

Income taxes for 1997 of $7.1 million increased slightly from 1996 primarily 
as a result of additional amortization of non-deductible goodwill.  The 
effective income tax rates in both 1997 and 1996 are higher than statutory 
rates due primarily to the amortization of non-deductible goodwill.

INCOME FROM CONTINUING OPERATIONS

Income from continuing operations for 1997 was $5.5 million compared to $6.0 
million for 1996.  This decrease was due to the increase in income from 
operations, as noted above, which was more than offset by an increase in 
interest expense.

DISCONTINUED OPERATIONS

As further described in Note 15 to the consolidated financial statements, the 
Company adopted a plan to dispose of the assets of NAFE in the fourth quarter 
of 1996, and AINS and AB in the fourth quarter of 1998.  Aggregate losses of 
$0.3 million, net of taxes, were recognized in 1997 to finalize the disposal 
of the NAFE operations.  Aggregate losses of $1.4 million, net of taxes, were 
recognized in 1997 from the AINS and AB discontinued operations.

EXTRAORDINARY ITEM

The Company refinanced its senior term and revolving credit facilities in 
April 1997.  As a result, the Company incurred a write-off of unamortized 
financing costs of $0.2 million, net of tax.

NET INCOME (LOSS)

Net income for 1997 was $3.5 million compared to a net loss of $1.5 million 
for 1996.  This $5.0 million difference resulted from $9.8 million of income 
from operations, and a $5.5 million decrease in loss from discontinued 
operations and extraordinary item, offset by a $9.9 million increase in 
non-operating expenses, and a $0.4 million increase in income tax expense.

                                    27

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES 

AGHI is a holding company whose only assets are the capital stock of AGI and 
AB, which operations have been classified in the accompanying financial 
statement as discontinued.  AGI, and its subsidiaries, provide the operating 
cash flow necessary to service its debt as well as that of AGHI.

On April 2, 1997, AGI acquired the stock of Camping World for $108.0 million 
in cash, including $19.0 million for non-competition and consulting 
agreements with certain Camping World executives.  In addition, AGHI entered 
into the Camping World Management Incentive Agreements with certain Camping 
World executives pursuant to which up to an additional $15.0 million will be 
paid subject to Camping World achieving certain operating goals (the "Camping 
World Management Incentive Agreements").  Such contingent amounts will be 
payable in $1.0 million annual installments on the first four anniversaries 
of the closing and $11.0 million on the fifth anniversary of the closing.  
The purchase price of Camping World was funded through the net proceeds of 
the AGHI $130.0 million 11.0% Senior Notes, dated April 2, 1997, ("AGHI 
Senior Notes") together with borrowings under AGI's senior credit facility 
established on April 2, 1997.

On November 13, 1998, AGI entered into a $200.0 million revolving credit and 
term loan facility ("AGI Revolving Credit and Term Loan Facility") consisting 
of two term loans aggregating $130.0 million (initially reducing in quarterly 
principal installments of $1.65 million) and a revolving credit facility of 
$70.0 million of which the outstanding balance will be due and payable at the 
conclusion of the credit arrangement.  The proceeds were used to redeem the 
$120.0 million, 11.5%, AGI Senior Subordinated Notes issued in 1993 at 
104.313% of par, retire AGI's senior credit facility established April 2, 
1997 and to fund the acquisition of AGI Real Estate Holding, Inc.  The 
interest on borrowings under the AGI Revolving Credit and Term Loan Facility 
is at variable rates based on the ratio of total cash flow to outstanding 
indebtedness (as defined).  Interest rates float with prime and the London 
Interbank Offered Rates ("LIBOR"), plus an applicable margin ranging from 
1.625% to 3.625% over the stated rates.  As of December 31, 1998, the average 
interest rates on the term loans and revolving credit facility were 8.29% and 
8.54%, respectively, and permitted borrowings under the undrawn revolving 
line were $38.5 million.  AGI also pays a commitment fee of 0.5% per annum on 
the unused amount of the revolving credit line.  The AGI Revolving Credit and 
Term Loan Facility is secured by virtually all the assets and a pledge of the 
stock of AGI.  
     
Effective November 1, 1998, AGI entered into an interest rate floor and cap 
transaction agreement ("AGI Interest Rate Collar") at no cost.  The notional 
amount of the AGI Interest Rate Collar is $75.0 million with a cap rate of 
6.0% and a floor rate of 5.585% over the three month LIBOR index.  The 
floating rate is adjusted quarterly and was 5.22% at December 31, 1998.  This 
facility has a maturity date of November 1, 2001.  The AGI Interest Rate 
Collar protects the Company against a rise in the base rate over 6% on $75.0 
million of the floating rate term loans noted above. 
     
The AGI Revolving Credit and Term Loan Facility allows for, among other 
things, the distribution of payments by AGI to AGHI to service the 
semi-annual interest due on the AGHI Senior Notes and the annual amounts due 
under the Camping World Management Incentive Agreements.  Such distributions 
are subject to AGI's compliance with certain restrictive covenants, 
including, but not limited to, an interest coverage ratio, fixed charge 
coverage ratio, minimum operating cash flow, and limitations on capital 
expenditures and total indebtedness.  Further, AGI is permitted to make 
dividends to AGHI subject to certain limitations and covenants as defined in 
the agreement.

The AGHI indenture pursuant to which the AGHI Senior Notes were issued and 
the AGI Revolving Credit and Term Loan Facility individually contain certain 
restrictive covenants relating to, but not limited to, mergers, changes in 
the nature of the business, acquisitions, additional indebtedness, sale of 
assets, investments, payment of dividends, and minimum coverage ratios 
pertaining to interest expense, fixed 

                                    28

<PAGE>

charges, levels of consolidated cash flow and cash flow leverage ratio.  The 
Company was in compliance with all debt covenants at December 31, 1998.

During 1998, payments under the terms of several phantom stock agreements 
totaled $0.4 million.  Additional phantom stock payments of $1.7 million are 
scheduled to be made over the next twelve months.

Capital expenditures in 1998 totaled $10.3 million compared to capital 
expenditures of $4.6 million in 1997.  This increase was principally 
attributable to the purchase of the previously leased Camping World retail 
facility in Bolingbrook, Illinois, the addition of two Camping World 
supercenters and enhancements to the Company's various computer systems, some 
related to Year 2000 compliance.  Additionally, on November 13, 1998, AGI 
purchased AGI Real Estate Holding, Inc., which owned the Company's corporate 
facilities in Ventura, California, for $9.2 million in cash plus assumption 
of debt in the amount of $2.4 million.  Capital expenditures are anticipated 
to be approximately $7.0 million for 1999, primarily for the addition of two 
Camping World supercenters, and continued enhancements to membership 
marketing databases, inbound and outbound tele-communications, and computer 
software and hardware, some related to the Year 2000 compliance.

The Company's Board of Directors adopted a plan to sell the stock of AB, 
subject to regulatory approval, to an affiliate of the Company at its net 
book value, which in the opinion of management approximates market value.  
The assets of AB are subject to regulatory restrictions on dividends or other 
distributions to the Company and are unavailable to reduce Company debt.  In 
addition, AB, although required to be consolidated with the Company, is 
recognized as "unrestricted" or non-guarantying subsidiary under the terms of 
the AGHI Senior Notes.

Management believes that funds generated by operations together with 
available borrowings under its revolving credit line will be sufficient to 
satisfy the Company's operating cash needs, debt obligations and capital 
requirements of its existing operations during the next twelve months.

FACTORS AFFECTING FUTURE PERFORMANCE

Although increases in operating costs could adversely affect the Company's 
operations, management does not believe that inflation has had a material 
effect on operating profit during the past several years.  However, fuel 
shortages and substantial increases in propane and gasoline costs could have 
a significant impact on the Company's travel-related membership services and 
publications revenues.  Historically such events have caused declines in 
advertisements but have not significantly affected club membership 
enrollment.  The Company is unable to predict at what point fluctuating fuel 
prices may begin to adversely impact revenues or cash flow.  The Company 
believes it will be able to partially offset any cost increases with price 
increases to its members and certain cost reducing measures.

SEASONALITY

The Company's cash flow is highest in the second half of the year due to the 
seasonal nature of the retail segment and membership renewals of the Coast to 
Coast clubs in the fourth quarter.

YEAR 2000 DATE CONVERSION

Many of the Company's computerized systems could be affected by the Year 2000 
issue, which refers to the inability of such systems to properly process 
dates beyond December 31, 1999.  The Company also has numerous computerized 
interfaces with third parties and is possibly vulnerable to failure by such 

                                    29

<PAGE>


third parties if they do not adequately address their Year 2000 issues.  
System failures resulting from these issues could cause significant 
disruption to the Company's operations and result in a material adverse 
effect on the Company's business, results of operations, financial condition 
or liquidity.  Management believes that a significant portion of its "mission 
critical" computer systems are Year 2000 compliant and is continuing to 
assess the balance of its computer systems as well as equipment and other 
facilities systems.  Management plans to complete its investigation, 
remediation and contingency planning activities for all critical systems by 
mid 1999, although there can be no assurance that it will be completed within 
this time frame.  At this time, management believes that the Company does not 
have any internal critical Year 2000 issues that it cannot remedy.

Management is in the process of surveying third parties with which it has a 
material relationship primarily through written correspondence.  Despite its 
efforts to survey its customers, management is depending on the response of 
these third parties in its assessment of Year 2000 readiness.  Management 
cannot be certain as to the actual Year 2000 readiness of these third parties 
or the impact that any non-compliance on their part may have on the Company's 
business, results of operations, financial condition or liquidity.

The Company expects to incur internal staff costs as well as consulting and 
other expenses in preparing for the Year 2000.  Because the Company has 
replaced or updated a significant portion of its computer systems, both 
hardware and software, in recent years, the cost to be incurred in addressing 
the Year 2000 issue is not expected to have a material impact on the 
Company's business, results of operations, financial condition or liquidity.  
As of December 31, 1998, these costs have totaled $0.2 million in capital 
equipment and software purchases and $0.4 million for expense.  Expenditures 
on Year 2000 issues in 1999 are expected to be in the range of $0.7 million 
to $0.8 million.  This expectation assumes that our existing forecast of 
costs to be incurred contemplates all significant actions required and that 
we will not be obligated to incur significant Year 2000 related costs on 
behalf of our customers, suppliers and other third parties.

ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company is exposed to market risks relating to fluctuations in interest 
rates. The Company's objective of financial risk management is to minimize 
the negative impact of interest rate fluctuations on the Company's earnings 
and cash flows.

Interest rate risk is managed through the use of interest rate collar 
contracts. These contracts are entered into with major financial institutions 
thereby minimizing risk of credit loss. See Note 6 to the consolidated 
financial statements for a more complete description of the Company's 
interest rate collars.

The following analysis presents the sensitivity to the earnings of the 
Company if these changes occurred at December 31, 1998. The range of changes 
chosen for this analysis reflects the Company's view of changes which are 
reasonably possible over a one-year period. These forward-looking disclosures 
are selective in nature and only address the potential impacts from financial 
instruments. They do not include other potential effects which could impact 
the Company's business as a result of these interest rate fluctuations.

INTEREST RATE SENSITIVITY ANALYSIS

At December 31, 1998, the Company had debt, excluding capital leases, 
totaling $305.2 million and interest rate collar contracts with a notional 
value of $75.0 million. The interest rate collar contracts limit LIBOR 
fluctuations to interest rate changes from 5.585% to 6.0%. As of December 31, 
1998, the LIBOR rate was 5.22%.

                                    30
<PAGE>

At December 31, 1998, the Company had $163.9 million of variable rate debt 
and $141.3 million of fixed rate debt. Holding other variables constant (such 
as debt levels), the earnings and cash flow impact of a one-percentage point 
increase in interest rates would have an unfavorable impact of approximately 
$0.7 million. The earnings and cash flow impact of a one-percentage point 
decrease in interest rates would have a favorable impact of approximately 
$0.1 million, holding other variables constant.

CREDIT RISK

The Company is exposed to credit risk on accounts receivable. The Company 
provides credit to customers in the ordinary course of business and performs 
ongoing credit evaluations. Concentrations of credit risk with respect to 
trade receivables are limited due to the number of customers comprising the 
Company's customer base. The Company currently believes its allowance for 
doubtful accounts is sufficient to cover customer credit risks.

DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

This filing contains statements that are "forward looking statements," and 
includes, among other things, discussions of the Company's business strategy 
and expectations concerning market position, future operations, margins, 
profitability, liquidity and capital resources, as well as statements 
concerning the integrations of acquired operations and the achievement of 
financial benefits and operational efficiencies in connection with 
acquisitions.  Forward looking statements are included in "Business-- 
General," "Business-- Business Strategy," "Business-- RV Industry," 
"Business-- Operations," "Business--Competition," "Legal Proceedings," and in 
"Management's Discussion and Analysis of Financial Condition and Results of 
Operations."  Although the Company believes that the expectations reflected 
in such forward looking statements are reasonable, it can give no assurance 
that such expectations will prove to have been correct.  Generally, these 
statements relate to business plans or strategies, projected or anticipated 
benefits or other consequences of such plans or strategies, number of 
acquisitions and projected or anticipated benefits from acquisitions made by 
or to be made by the Company, or projections involving anticipated revenues, 
expenses, earnings, levels of capital expenditures or other aspects of 
operating results.  All phases of the operations of the Company are subject 
to a number of uncertainties, risks and other influences, including consumer 
spending, fuel prices, general economic conditions, regulatory changes and 
competition, many of which are outside the control of the Company, any one of 
which, or a combination of which, could materially affect the results of the 
Company's operations and whether the forward looking statements made by the 
Company ultimately prove to be accurate.



                                    31

<PAGE>


ITEM 8:  FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA 



INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                                                          
                                                                         PAGE
                                                                         ----
<S>                                                                      <C>
          Reports of Independent Public Accountants                       33



          Consolidated Balance Sheets as of December 31, 1998 and         35
          1997



          Consolidated Statements of Operations for the years ended       36
               December 31, 1998, 1997 and 1996



          Consolidated Statements of Stockholder's Deficit for the        37
          years ended December 31, 1998, 1997 and 1996



          Consolidated Statements of Cash Flows for the years ended       38
               December 31, 1998, 1997 and 1996



          Notes to Consolidated Financial Statements                      39



          Schedule II - Valuation and Qualifying Accounts                 52
</TABLE>




All other financial statement schedules not listed have been omitted since the
required information is included in the consolidated financial statements, the
notes thereto, is not applicable, or not required.


                                    32

<PAGE>


                     [TYPED ON ARTHUR ANDERSEN LLP LETTERHEAD]





REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


Board of Directors
Affinity Group Holding, Inc. and subsidiaries


We have audited the accompanying consolidated balance sheet of Affinity Group
Holding, Inc. [a Delaware corporation and a wholly-owned subsidiary of AGI
Holding Corp.] and subsidiaries as of December 31, 1998, and the related
consolidated statements of operations, stockholder's deficit, and cash flows for
the year then ended.  These consolidated financial statements and the schedule
referred to below are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these consolidated financial
statements and schedule based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the consolidated financial 
statements are free of material misstatement.  An audit includes examining, 
on a test basis, evidence supporting the amounts and disclosures in the 
consolidated financial statements. An audit also includes assessing the 
accounting principles used and significant estimates made by management, as 
well as evaluating the overall financial statement presentation.  We believe 
that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the financial position of Affinity 
Group Holding, Inc. and subsidiaries as of December 31, 1998, and the results 
of their operations and their cash flows for the year then ended, in 
conformity with generally accepted accounting principles.  

Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The Valuation and Qualifying Accounts 
data on page 52 is presented for purposes of additional analysis and is not a 
required part of the basic financial statements.  This information has been 
subjected to the auditing procedures applied in our audit of the basic 
financial statements and, in our opinion, is fairly stated in all material 
respects in relation to the basic financial statements taken as a whole.

                                         Arthur Andersen LLP

Los Angeles, California
February 19, 1999




                                      33

<PAGE>

                   [TYPED ON DELOITTE AND TOUCHE LLP LETTERHEAD]





INDEPENDENT AUDITORS' REPORT


Board of Directors
Affinity Group Holding, Inc. and subsidiaries


We have audited the accompanying consolidated balance sheet of Affinity Group 
Holding, Inc. and subsidiaries as of December 31, 1997 and the related 
consolidated statements of operations, stockholder's deficit, and cash flows 
for the years ended December 31, 1997 and 1996.  Our audits also included the 
financial statement schedule listed in the index at Item 8 for the years 
ended December 31, 1997 and 1996. These financial statements and financial 
statement schedule are the responsibility of the Company's management.  Our 
responsibility is to express an opinion on these financial statements and 
financial statement schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all 
material respects, the financial position of Affinity Group Holding, Inc. and 
subsidiaries as of December 31, 1997, and the results of their operations and 
their cash flows for the years ended December 31, 1997 and 1996 in conformity 
with generally accepted accounting principles.  Also, in our opinion, such 
financial statement schedule for the years ended December 31, 1997 and 1996, 
when considered in relations to the basic 1997 and 1996 consolidated financial 
statements taken as a whole, presents fairly in all material respects the 
information set forth therein.

DELOITTE AND TOUCHE LLP

March 5, 1998
Denver, Colorado


                                    34

<PAGE>


AFFINITY GROUP HOLDING, INC. AND SUBSIDIARIES


CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1998 AND 1997 (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                               1998            1997
                                                                           -------------   -------------
<S>                                                                         <C>            <C>
ASSETS
     CURRENT ASSETS:
          Cash and cash equivalents                                             $ 2,863         $ 4,026
          Accounts receivable, less allowance for doubtful accounts
             of $1,071 in 1998 and $731 in 1997                                  24,248          24,944
          Inventories                                                            32,972          30,283
          Prepaid expenses and other assets                                       8,939          10,884
                                                                           -------------   -------------
             Total current assets                                                69,022          70,137

     PROPERTY AND EQUIPMENT                                                      69,417          51,320
     NOTE FROM AFFILIATE                                                          3,100               -
     INTANGIBLE ASSETS                                                          196,917         205,866
     DEFERRED TAX ASSET                                                           7,842           8,163
     OTHER ASSETS                                                                 3,255           5,108
     NET LONG-TERM ASSETS OF DISCONTINUED OPERATIONS                            146,616          47,671
                                                                           -------------   -------------
                                                                              $ 496,169       $ 388,265
                                                                           -------------   -------------
                                                                           -------------   -------------

LIABILITIES AND STOCKHOLDER'S DEFICIT
     CURRENT LIABILITIES:
          Accounts payable                                                     $ 19,893        $ 16,307
          Accrued interest                                                        4,995           7,371
          Accrued income taxes                                                      332           5,035
          Accrued liabilities                                                    22,750          22,211
          Deferred revenues                                                      53,395          51,366
          Deferred tax liability                                                  1,964           2,132
          Current portion of long-term debt                                       7,804           6,132
          Net current liabilities of discontinued operations                    129,596          32,237
                                                                           -------------   -------------
             Total current liabilities                                          240,729         142,791

     DEFERRED REVENUES                                                           35,276          27,691
     LONG-TERM DEBT                                                             297,663         288,229
     OTHER LONG-TERM LIABILITIES                                                  3,447           5,466
     COMMITMENTS AND CONTINGENCIES                                                    -               -
                                                                           -------------   -------------
                                                                                577,115         464,177
                                                                           -------------   -------------


     STOCKHOLDER'S DEFICIT:
          Common stock, $.01 par value, 1,000 shares authorized,
             100 shares issued and outstanding                                        1               1
          Additional paid-in capital                                             12,021          12,021
          Accumulated deficit                                                   (92,968)        (87,934)
                                                                           -------------   -------------
             Total stockholder's deficit                                        (80,946)        (75,912)
                                                                           -------------   -------------
                                                                              $ 496,169       $ 388,265
                                                                           -------------   -------------
                                                                           -------------   -------------
</TABLE>


SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                    35

<PAGE>


AFFINITY GROUP HOLDING, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 (IN THOUSANDS)
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                           1998           1997           1996
                                                                       -------------  ------------   ------------
<S>                                                                    <C>             <C>           <C>
REVENUES:                                                               
      Membership services                                                 $ 116,325      $ 114,175       $ 99,354
      Publications                                                           60,354         53,891         39,545
      Merchandise                                                           182,367        132,953              -
                                                                       -------------  -------------   ------------
                                                                            359,046        301,019        138,899

COSTS APPLICABLE TO REVENUES:
      Membership services                                                    71,460         62,607         55,793
      Publications                                                           42,703         36,554         28,236
      Merchandise                                                           121,320         90,378              -
                                                                       -------------  -------------   ------------
                                                                            235,483        189,539         84,029

GROSS PROFIT                                                                123,563        111,480         54,870

OPERATING EXPENSES:
      Selling, general and administrative                                    72,737         57,435         16,326
      Depreciation and amortization                                          14,868         13,859          8,181
                                                                       -------------  -------------   ------------
                                                                             87,605         71,294         24,507
                                                                       -------------  -------------   ------------

INCOME FROM OPERATIONS                                                       35,958         40,186         30,363

NON-OPERATING ITEMS:
      Interest expense, net                                                 (31,823)       (27,825)       (16,690)
      Other non-operating income, net                                         2,501            232           (996)
                                                                       -------------  -------------   ------------
                                                                            (29,322)       (27,593)       (17,686)
                                                                       -------------  -------------   ------------

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME
      TAXES, EXTRAORDINARY ITEM AND CUMULATIVE
      EFFECT OF ACCOUNTING CHANGE                                             6,636         12,593         12,677

INCOME TAX EXPENSE                                                           (4,422)        (7,114)        (6,690)
                                                                       -------------  -------------   ------------

INCOME FROM CONTINUING OPERATIONS                                             2,214          5,479          5,987
DISCONTINUED OPERATIONS:
      Loss from discontinued operations, net of applicable
          income tax benefits of $201, $874 and $930
          for 1998, 1997 and 1996, respectively                              (1,935)        (1,424)        (1,592)
      Loss on disposal, net of applicable income
          tax benefits of $33, $176 and $1,060 in 1998, 1997 and
         1996, respectively                                                     (54)          (294)        (5,866)
                                                                       -------------  -------------   ------------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM AND
      CUMULATIVE EFFECT OF ACCOUNTING CHANGE                                    225          3,761         (1,471)

EXTRAORDINARY ITEM:
      Loss on early extinguishment of debt, net of applicable current 
         income tax benefit of $3,147 and $147 in 1998 and 1997,
         respectively                                                        (5,135)          (239)             -
CUMULATIVE EFFECT OF ACCOUNTING CHANGE
         FOR START-UP COSTS, net of applicable current income
         tax benefit of $77 in 1998                                            (124)             -              -
                                                                       -------------  -------------   ------------


NET INCOME (LOSS)                                                          $ (5,034)       $ 3,522       $ (1,471)
                                                                       -------------  -------------   ------------
                                                                       -------------  -------------   ------------
</TABLE>


SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                    36

<PAGE>

AFFINITY GROUP HOLDING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
------------------------------------------------------------------------------

<TABLE>
<CAPTION>


                                              Common Stock        Additional
                                           -------------------     Paid-in    Accumulated
                                            Shares     Amount       Capital      Deficit     Total        
                                           ---------  --------   ------------ -------------  -------------
<S>                                        <C>         <C>       <C>          <C>            <C>
BALANCES AT JANUARY 1, 1996                     100        $1       $12,021      ($89,985)      ($77,963)

        Net loss                                                                   (1,471)        (1,471)
                                           ---------  --------  ------------ -------------  -------------
BALANCES AT DECEMBER 31, 1996                   100         1        12,021       (91,456)       (79,434)

        Net income                                                                  3,522          3,522
                                           ---------  --------  ------------ -------------  -------------
BALANCES AT DECEMBER 31, 1997                   100         1        12,021       (87,934)       (75,912)

        Net loss                                                                   (5,034)        (5,034)
                                           ---------  --------  ------------ -------------  -------------
BALANCES AT DECEMBER 31, 1998                   100        $1       $12,021      ($92,968)      ($80,946)
                                           ---------  --------  ------------ -------------  -------------
                                           ---------  --------  ------------ -------------  -------------
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.




                                    37

<PAGE>

AFFINITY GROUP HOLDING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 (IN THOUSANDS)
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                           1998             1997          1996
                                                                      --------------   -------------  ------------
<S>                                                                   <C>              <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                                      ($5,034)         $3,522       ($1,471)
     Adjustments to reconcile net income (loss) to net cash
        provided by operating activities:
        Deferred tax provision                                                  153           2,000         2,495
        Depreciation and amortization                                        14,868          13,859         8,181
        Provision for losses on accounts receivable                           1,053              90           278
        Provision for estimated loss on disposal of NAFE                          -               -         6,926
        Deferred compensation                                                (1,725)          2,300             -
        (Gain) loss on disposal of property and equipment                       (14)             (6)            1
        Extraordinary item - loss on early extinguishment of debt             8,282             386             -
        Loss on write-off of start-up costs                                     201               -             -
         Changes in operating assets and liabilities (net of purchased
            businesses):
            Accounts receivable                                                (357)         (6,113)         (120)
            Inventories                                                      (2,689)          3,612         1,400
            Prepaids and other assets                                         1,450          (2,609)         (451)
            Accounts payable                                                  3,586         (11,950)           68
            Accrued and other liabilities                                    (6,840)          3,468        (1,967)
            Deferred revenues                                                 9,614           4,643         1,347
            Net assets and liabilities of discontinued operations            (4,686)        (10,396)         (908)
                                                                      --------------   -------------  ------------
               Net cash provided by operating activities                     17,862           2,806        15,779
                                                                      --------------   -------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures                                                   (10,303)         (4,613)       (1,376)
     Proceeds from sale of property and equipment                                80              46             2
     Net changes in intangible assets                                        (3,078)        (10,805)         (396)
     Purchase of Ehlert Publishing Group, Inc.                                    -         (20,889)            -
     Purchase of Camping World, Inc., net of cash acquired                        -         (97,418)            -
     Purchase of AGI Real Estate Holding, Inc., net of cash acquired         (9,247)              -             -
     Note receivable from affiliate                                               -               -         3,113
                                                                      --------------   -------------  ------------
               Net cash provided by (used in) investing activities          (22,548)       (133,679)        1,343
                                                                      --------------   -------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Redemption premium on prepayment of long-term debt                      (5,176)              -             -
     Borrowings on long-term debt                                           241,123         205,580        34,200
     Principal payments of long-term debt                                  (232,424)        (70,682)      (51,321)
                                                                      --------------   -------------  ------------
               Net cash provided by (used in) financing activities            3,523         134,898       (17,121)
                                                                      --------------   -------------  ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                         (1,163)          4,025             1

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                4,026               1             -
                                                                      --------------   -------------  ------------

CASH AND CASH EQUIVALENTS AT END OF YEAR                                    $ 2,863         $ 4,026           $ 1
                                                                      --------------   -------------  ------------
                                                                      --------------   -------------  ------------
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                     38

<PAGE>

AFFINITY GROUP HOLDING, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
-------------------------------------------------------------------------------

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include
     the accounts of Affinity Group Holding, Inc. ("AGHI"), its wholly-owned
     subsidiary, Affinity Group, Inc. ("AGI"), and AGI's subsidiaries
     (collectively the Company).  AGHI was formed in November 1996 and all of
     the stock of AGI was contributed to AGHI from its parent, AGI Holding Corp.
     ("AGHC"), formerly Affinity Group Holding, Inc., upon formation.  All
     significant intercompany transactions and balances have been eliminated. 
     Certain reclassifications of prior year amounts have been made to conform
     to the current presentation.

     DESCRIPTION OF THE BUSINESS - The Company is a membership based direct
     marketing company which sells club memberships, products, services, and
     publications to selected affinity groups primarily in North America.  The
     Company markets club memberships, merchandise and services to RV owners,
     camping and golf enthusiasts.  The Company also publishes magazines,
     directories and books.  In connection with the acquisition of Camping World
     (see Note 2), the Company now offers a full array of merchandise and
     services for RV owners through retail supercenters and mail order
     operations.

     USE OF ESTIMATES -  The preparation of the Company's consolidated financial
     statements in conformity with generally accepted accounting principles
     requires the Company's management to make estimates and assumptions that
     affect the amounts reported in these financial statements and accompanying
     notes.  Actual results could differ from those estimates.

     CASH AND CASH EQUIVALENTS - The Company considers all short-term, highly
     liquid investments purchased with a maturity date of three months or less
     to be cash equivalents.  The carrying amount approximates fair value
     because of the short maturity of these instruments.

     CONCENTRATION OF CREDIT RISK - The Company is potentially subject to
     concentrations of credit risk in accounts receivable and loans receivable. 
     Concentrations of credit risk with respect to accounts receivable is
     limited due to the large number of customers and their geographical
     dispersion.

     INVENTORIES - Inventories are stated at lower of cost or market.  Cost is
     determined by the last-in, first-out (LIFO) method for approximately 91.5%
     and 89% of the Company's inventories at December 31, 1998 and 1997,
     respectively, and the first-in, first-out (FIFO) method for all other
     inventories.  The FIFO and LIFO values approximate the current market cost.
     Inventories consist of retail travel and leisure specialty merchandise.

     PROPERTY AND EQUIPMENT - Property and equipment are recorded at cost. 
     Depreciation of property and equipment is provided using the straight-line
     method over the following estimated useful lives of the assets:

<TABLE>
<CAPTION>
                                                                 Years
                                                                 -----
               <S>                                               <C>
               Buildings and improvements                         3-38
               Furniture and equipment                            3-12
               Software                                           3-5
</TABLE>


                                      39

<PAGE>

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Leasehold improvements, included in buildings and improvements, are
     amortized over the lives of the respective leases.

     INTANGIBLE ASSETS - Intangible assets are amortized over the following
     lives:

<TABLE>
<CAPTION>
                                                                        Years
                                                                        -----
     <S>                                                                <C> 
     Goodwill                                                             40
     Membership and customer lists                                       3-10
     Resort and golf course agreements                                     4
     Noncompete and deferred consulting agreements                       3-15
</TABLE>

          Deferred financing costs are amortized over the lives of the related 
     debt agreements.
              
     LONG-TERM DEBT - The fair value of the Company's long-term debt is
     estimated based on the quoted market prices for the same or similar issues
     or on the current rates offered for debt of the same or similar remaining
     maturities.  The fair value of the Company's long-term debt was $310.0
     million as of December 31, 1998.

     REVENUE RECOGNITION -  Merchandise revenue is recognized when products are
     sold in the retail stores, shipped via mail order or when services are
     provided to customers.  Membership and Emergency Road Service ("ERS")
     revenues are deferred and recognized over the life of the membership. 
     Advances on third party credit card fee revenues are deferred and
     recognized based on increases in credit card receivables held by third
     parties.  Good Sam Club lifetime membership revenues and expenses are
     deferred and recognized over 18 years which is the actuarially determined
     fulfillment period.  Promotional expenses, consisting primarily of direct
     mail advertising, are deferred and expensed over the period of expected
     future benefit.  Renewal expenses are expensed at the time related
     materials are mailed.  ERS claim expenses are recognized when incurred.  

     PUBLICATIONS REVENUE AND EXPENSE -  Newsstand sales of publications and
     related expenses are recorded at the time of delivery net of estimated
     provision for returns.  Subscription sales of publications are reflected in
     income over the lives of the subscriptions.  The related selling expenses
     are expensed as incurred.  Advertising revenues and related expenses are
     recorded at the time of delivery.  Subscription and newsstand revenues and
     expenses related to annual publications are deferred until the publications
     are distributed.

     START-UP ACTIVITY COSTS -  In April 1998, the American Institute of
     Certified Public Accountants ("AICPA") issued Statement of Position 
     No. 98-5, "Reporting on the Costs of Start-Up Activities" (SOP 98-5), 
     which requires that costs of start-up activities be expensed as incurred. 
     In addition, start-up costs that are currently capitalized must be 
     written-off when SOP 98-5 is adopted.  The Company implemented SOP 98-5 
     effective December 31, 1998, and recorded a charge of $124,000, which is 
     net of a $76,000 income tax benefit to reflect the cumulative effect of 
     this change in accounting principle.

     DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES  - In June 1998, the
     Financial Accounting Standards Board issued SFAS 133, "Accounting for
     Derivative Instruments and Hedging Activities."  SFAS 133 establishes
     accounting and reporting standards for derivative instruments, including
     certain 
     
     
                                      40

<PAGE>


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     derivative instruments embedded in other contracts, (collectively referred
     to as derivatives) and for hedging activities.  The Company currently has
     no items related to SFAS 133 other than the income/loss related to the
     interest floor and cap transaction agreement noted in Note 6.  This SFAS
     will be implemented January 1, 2000.  The adoption by the Company of SFAS
     133 is not expected to have a material effect on its results of operations
     or on its financial position.

2.   ACQUISITIONS

     On April 2, 1997, the Company acquired the common stock of Camping World,
     Inc. ("CWI") for $108.0 million in cash, including $19.0 million for 
     non-competition and consulting agreements with certain Camping World
     executives.  In addition, AGHI entered into a management incentive
     agreement with certain Camping World executives pursuant to which up to
     $15.0 million will be paid subject to Camping World achieving certain
     goals.  The purchase price of Camping World was funded through the April 2,
     1997 issuance by AGHI of $130.0 million in 11% senior notes due 2007,
     together with borrowings under the AGI's $75.0 million senior credit
     facility established April 2, 1997.  Camping World is a national specialty
     retailer of merchandise and services for RV owners.
     
     On March 6, 1997, AGI acquired the stock of Ehlert Publishing Group, Inc.
     ("EPG") for $22.4 million, of which $20.9 million was paid in cash at
     closing.  In addition, a $1.5 million note was issued by AGHI, to the
     seller, of which $1.0 million was repaid in April 1997.  The purchase price
     of EPG was funded primarily through borrowings under the AGI's senior
     credit facility.  EPG is a specialty publisher of sports and recreation
     magazines focusing on four niches: snowmobiling, personal watercraft,
     archery and all-terrain vehicles.
     
     The operating results of CWI and EPG have been included in the Company's
     consolidated results of operations from the dates of their respective
     acquisition.  These acquisitions have been accounted for using the purchase
     method of accounting and, accordingly, the assets and liabilities of these
     companies have been recorded at their estimated fair value at the date of
     their respective acquisitions.  In connection with these acquisitions, the
     Company has recorded goodwill of approximately $67,567,000.

     The following unaudited pro forma results of operations for the years 
     ended December 31, 1997 and 1996 assumes the acquisition of CWI and EPG 
     occurred as of January 1, 1996.  The summary pro forma results are based 
     on assumptions and are not necessarily indicative of the actual results 
     which would have occurred had these acquisitions occurred on January 1, 
     1996, or of the future results of operations of the Company (in 
     thousands).

<TABLE>
<CAPTION>
                                                             Year ended
                                                      ---------------------------
                                                         1997           1996
                                                      ------------   ------------
<S>                                                   <C>            <C>
Revenue                                                  $343,492       $322,918
Income from continuing operations                           2,047          4,775
Net income (loss)                                           1,514         (1,777)
</TABLE>


                                       41

<PAGE>


3.   PROPERTY AND EQUIPMENT

     Property and equipment consisted of the following at December 31 (in
     thousands):

<TABLE>
<CAPTION>
                                                         1998        1997
                                                      ------------------------
<S>                                                   <C>            <C>
Land                                                     $ 18,289    $ 14,376
Building and improvements                                  38,319      25,205
Furniture and equipment                                    18,151      17,041
Software                                                    6,595       4,633
Systems development in progress                             2,623         872
                                                       ------------------------
                                                           83,977      62,127
Less: accumulated depreciation                            (14,560)    (10,807)
                                                       ------------------------
                                                         $ 69,417    $ 51,320
                                                       ------------------------
                                                       ------------------------
</TABLE>


4.   INTANGIBLES

     Intangible assets consisted of the following at December 31 (in thousands):

<TABLE>
<CAPTION>
                                                         1998        1997
                                                      ------------------------
<S>                                                    <C>          <C>
Goodwill                                                $ 184,511   $ 184,511
Membership and customer lists                               3,947       3,947
Resort and golf course participation agreements            13,744      13,692
Noncompete and deferred consulting agreements              28,015      29,197
Deferred financing costs                                   15,350      12,428
                                                       ------------------------
                                                          245,567     243,775
Less: accumulated amortization                            (48,650)    (37,909)
                                                       ------------------------
                                                        $ 196,917   $ 205,866
                                                       ------------------------
                                                       ------------------------
</TABLE>


5.   ACCRUED LIABILITIES


     Accrued liabilities consisted of the following at December 31 (in
     thousands):

<TABLE>
<CAPTION>
                                                         1998         1997
                                                      ------------------------
<S>                                                      <C>         <C>
Compensation and benefits                                 $ 8,611     $ 8,042
Other accruals                                             14,139      14,169
                                                      ------------------------
                                                         $ 22,750    $ 22,211
                                                      ------------------------
                                                      ------------------------
</TABLE>


                                       42

<PAGE>


6.   LONG-TERM DEBT

     The following reflects outstanding long-term debt as of December 31 (in
     thousands):

<TABLE>
<CAPTION>
                                                         1998          1997
                                                     -------------  ------------
<S>                                                     <C>           <C>
AGHI Senior Notes                                       $ 130,000     $ 130,000
Camping World management incentive obligation              10,000        10,000
AGI Senior Credit Term Loan Facility:
     Term A                                                70,000             -
     Term B                                                60,000             -
     Revolving credit line                                 31,475             -
AGI Senior Subordinated Notes                                   -       120,000
AGI Senior Credit Facility:
     Term loan                                                  -        25,500
     Revolving credit line                                      -         7,380
Other long-term obligations                                 3,992         1,481
                                                     -------------  ------------
                                                          305,467       294,361
Less: current portion                                      (7,804)       (6,132)
                                                     -------------  ------------
                                                        $ 297,663     $ 288,229
                                                     -------------  ------------
                                                     -------------  ------------
</TABLE>



     On April 2, 1997, AGHI issued a total of $130.0 million of senior notes
     ("AGHI Senior Notes").  The notes bear interest at the rate of 11% per
     annum with interest payable semi-annually each April 1 and October 1, and
     mature on April 1, 2007.  These notes are general unsecured obligations of
     AGHI and rank pari passu with all existing indebtedness of AGHI and senior
     in right of payment to all existing and future subordinated indebtedness of
     the Company.

     On April 2, 1997, AGHI entered into management incentive agreements
     ("Camping World Management Incentive Agreements") with certain Camping
     World executives pursuant to which up to an additional $15.0 million will
     be paid subject to Camping World achieving certain operating goals.  Such
     contingent amounts will be payable in $1.0 million annual installments on
     the first four anniversaries of the closing and $11.0 million on the fifth
     anniversary of the closing.  This obligation was recorded at the present
     value of $10.0 million and accrues interest at the rate of 10% per annum on
     the unpaid balance.
     
     On November 13, 1998, AGI entered into a $200.0 million revolving credit
     and term loan facility ("AGI Revolving Credit and Term Loan Facility") with
     certain lenders and Fleet National Bank, as agent, consisting of two term
     loans aggregating $130.0 million (initially reducing in quarterly principal
     installments of $1.65 million) and a revolving credit facility of $70.0
     million of which the outstanding balance will be due and payable at the
     conclusion of the credit arrangement.  The interest on borrowings under the
     AGI Revolving Credit and Term Loan Facility is at variable rates based on
     the ratio of total cash flow to outstanding indebtedness (as defined). 
     Interest rates float with prime and the London Interbank Offered Rates
     ("LIBOR"), plus an applicable margin ranging from 1.625% to 3.625% over the
     stated rates.  The average interest rates on the term loans and the
     revolving credit facility as of December 31, 1998 were 8.29% and 8.54%,
     respectively.  AGI also pays a commitment fee of 0.5% per annum on the
     unused amount of the revolving credit line. The funds were used to redeem
     the $120.0 million, 11.5%, AGI Senior Subordinated Notes issued in 1993 at
     104.313% of par, retire the AGI Senior Credit Facility established April 2,
     1997 and to fund the acquisition of AGI Real Estate Holding, Inc., the
     Company's corporate facilities in Ventura, California.  The AGI Revolving
     Credit and Term Loan Facility is secured by a security 


                                       43

<PAGE>


6.   LONG-TERM DEBT (continued)
     
     interest in virtually all the assets of AGI and its subsidiaries and a
     pledge of the stock of AGI and its subsidiaries.
     
     Effective November 1, 1998, AGI entered into an interest rate floor and cap
     transaction agreement ("AGI Interest Rate Collar") at no cost.  The
     notional amount of the AGI Interest Rate Collar is $75.0 million with a cap
     rate of 6.0% and a floor rate of 5.585% over the three month LIBOR index. 
     The floating rate is adjusted quarterly and was 5.22% at December 31, 1998.
     This facility has a maturity date of November 1, 2001.  The AGI Interest
     Rate Collar protects the Company against a rise in the base rate over 6% on
     $75.0 million of the floating rate term loans noted above. 
     
     The AGI Revolving Credit and Term Loan contains certain restrictive
     covenants relating to, but not limited to, mergers, changes in the nature
     of the business, acquisitions, additional indebtedness, sale of assets,
     investments, payment of dividends, and minimum coverage ratios pertaining
     to interest expense, fixed charges, levels of consolidated cash flow and
     cash flow leverage ratio.
     
     The AGHI indenture pursuant to which the AGHI Senior Notes were issued
     ("AGHI Indenture") and the AGI Revolving Credit and Term Loan Facility
     individually contain certain restrictive covenants relating to, but not
     limited to, mergers, changes in the nature of the business, acquisitions,
     additional indebtedness, sale of assets, investments, payment of dividends,
     and minimum coverage ratios pertaining to interest expense, fixed charges,
     levels of consolidated cash flow and cash flow leverage ratio.  The Company
     was in compliance with all debt covenants at December 31, 1998.

     The aggregate future maturities of long-term debt at December 31, 1998 are
     as follows (in thousands):    

<TABLE>
                   <S>                <C> 
                          1999         $     7,804
                          2000               8,900
                          2001              10,927
                          2002              23,702
                          2003              15,642
                    Thereafter             238,492
                                       -----------
                         Total         $   305,467
                                       -----------
                                       -----------
</TABLE>


7.   INCOME TAXES

     The components of the Company's income tax expense from continuing
     operations for the year ended December 31, consisted of (in thousands):

<TABLE>
<CAPTION>
                          1998       1997      1996
                      ------------------------------ 
<S>                   <C>         <C>       <C>     
Current:
   Federal            $  6,233    $ 2,931   $ 2,967
   State                   675        360       383
   Deferred             (2,486)     3,823     3,340
                      -----------------------------
Income tax expense    $  4,422    $ 7,114   $ 6,690
                      -----------------------------
                      -----------------------------
</TABLE>



                                       44

<PAGE>


7.   INCOME TAXES (continued)

     A reconciliation of income tax expense from continuing operations to the
     federal statutory rate for the year ended December 31, is as follows (in
     thousands):

<TABLE>
<CAPTION>
                                                                 1998                1997                 1996
                                                            ----------------------------------------------------
<S>                                                            <C>                 <C>                  <C>
Income taxes computed at federal statutory rate                $ 2,353             $ 4,408              $ 4,437
State income taxes - net of federal benefit                        202                 561                  679
Permanent difference -
   Amortization of goodwill                                      1,529               1,959                1,518
Change in valuation allowance                                        -                   -                  495
Other                                                              338                 186                 (439)
                                                            ----------------------------------------------------
Income tax expense                                             $ 4,422             $ 7,114              $ 6,690
                                                            ----------------------------------------------------
                                                            ----------------------------------------------------
</TABLE>


     Deferred income taxes reflect the net tax effects of temporary differences
     between the carrying amounts of assets and liabilities for financial
     reporting purposes and the amounts used for income tax purposes and
     operating loss and tax credit carryforwards.  Significant items comprising
     the net deferred tax asset at December 31 are (in thousands):


<TABLE>
<CAPTION>
                                                        1998                1997
                                                  -------------------------------
<S>                                                 <C>                <C>
DEFERRED TAX LIABILITIES:
Accelerated depreciation                            $ (1,317)           $ (1,462)
Prepaid expenses                                      (2,782)             (2,777)
Directory revenue                                       (218)               (306)
Intangible assets                                     (1,067)             (1,066)
Basis difference on building and land acquired        (7,395)             (7,429)
Other                                                   (388)                (13)
                                                  -------------------------------
                                                     (13,167)            (13,053)

DEFERRED TAX ASSETS:
Intangible assets                                        596                 163
Deferred revenues                                     12,445               8,756
Accrual for employee benefits and severance            1,109               1,922
Accrual for deferred phantom stock compensation        1,351               2,255
Organizational and start-up costs                          -                  72
Net operating loss carryforward                        3,473               5,972
Tax credits                                            1,822               1,681
Claims reserves                                          718                 727
Accounts receivable reserve                              351                 232
Building lease abandonment reserve                       164                 261
Sales returns                                             62                 103
Reserve for resort cards                               1,608               1,427
Unicap adjustment                                        305                 287
Other reserves                                           204                 389
                                                  -------------------------------
                                                      24,208              24,247

Valuation allowance                                   (5,163)             (5,163)
                                                  -------------------------------
Net deferred tax asset                               $ 5,878             $ 6,031
                                                  -------------------------------
                                                  -------------------------------
</TABLE>


                                       45


<PAGE>



7.   INCOME TAXES (continued)

     The Company and its subsidiaries are parties to a tax-sharing agreement
     with the Company's parent; however, taxes are determined on a separate
     company basis.  As part of this tax-sharing agreement, AGHC is compensated
     for its share of separate company federal tax losses.  As such, accrued
     income taxes on the balance sheet are due to AGHC.  At December 31, 1998,
     the Company has unused net operating loss carryforwards for federal income
     tax purposes of approximately $9.1 million which expire through 2009.  The
     Company also has alternative minimum tax credit (AMT) carryforwards
     remaining of approximately $1.6 million and general business credit
     carryforwards attributable to a subsidiary of approximately $256,000.

8.   COMMITMENTS AND CONTINGENCIES

     LEASES - The Company holds certain property and equipment under rental
     agreements and operating leases which have varying expiration dates. 
     Future minimum annual fixed rentals under operating leases having an
     original term of more than one year as of December 31, 1998 are as follows
     (in thousands):

<TABLE>
              <S>                         <C> 
                    1999                    $ 6,591
                    2000                      6,345
                    2001                      5,947
                    2002                      5,355
                    2003                      5,201
              Thereafter                     23,539
                                       ------------
                   Total                   $ 52,978
                                       ------------
                                       ------------
</TABLE>

     During 1998, 1997, and 1996, respectively, approximately $7,737,000,
     $6,614,000, and $1,534,000 of rent expense was charged to costs and
     expenses.

     LITIGATION - From time to time, the Company is involved in litigation 
     arising in the normal course of business operations.
     
     On January 28, 1998, Travel America, Inc., First Nationwide Resort
     Management, Inc., Revcon Motorcoach, Inc., Adventure Resorts of America,
     Inc., Thousand Adventures, Inc., and other related entities filed a
     complaint in the Superior Court of California in Orange County, California,
     against Camp Coast to Coast, Inc., Affinity Group, Inc.,  certain employees
     and former employees of Camp Coast to Coast, Inc. and Affinity Group, Inc.
     and certain membership campground resorts within the Coast to Coast system.
     The complaint relates to the termination by the plaintiffs of their
     affiliation contracts with Camp Coast to Coast, Inc.  The suit alleges
     causes of action for breach of contract, unfair competition, interference
     with contracts, interference with prospective economic advantage,
     misappropriation of trade secrets, fraud, defamation, accounting,
     conspiracy and injunctive relief.  The suit seeks compensatory damages,
     injunctive relief, general and special damages, punitive damages and an
     accounting.  The Company and all other defendants believe the complaint to
     be without merit and intend to vigorously defend the action and assert all
     available rights and seek all appropriate remedies.  The Company and all
     other defendants believe that such litigation will not have a material
     adverse effect on its results of operations or on its financial position. 

     EMPLOYMENT AGREEMENTS - The Company has employment agreements with certain
     officers. The agreements include, among other things, one year's severance
     pay beyond the termination date.


                                       46


<PAGE>


9.   RELATED-PARTY TRANSACTIONS

     Effective June 1995, the Company entered into a lease agreement for its
     corporate facilities in Ventura, California (the Lease Agreement) with AGI
     Real Estate Holding, Inc. ("AGIRE").  The owners of AGIRE are minority 
     shareholders of AGHC and are also related to the Company's Chairman.  
     On November 13, 1998, AGI purchased AGIRE for $9,247,000 in cash plus 
     assumption of debt in the amount of $2,413,000 which approximated the 
     fair market value.
     
     In January 1997, the Company funded a $1.0 million loan to its 
     President. The loan is due on demand and is secured by an assignment and 
     pledge of his vested phantom stock interest in the Company.  In 
     addition, in September 1997, the Company paid a $0.5 million finders fee 
     to a company owned by the President of the Company.

     Certain directors of the Company are partners in partnerships that lease
     facilities to the Company under long-term leases.  For year ended December
     31, 1998, payments under these leases were approximately $2.8 million. 
     Future commitments under these leases total approximately $23.5 million.
     The leases expire at various dates from October 1999 through September
     2011, subject to the right of the Company to exercise renewal options.

10.  STATEMENTS OF CASH FLOWS

     Supplemental disclosures of cash flow information for December 31 (in
     thousands) :

<TABLE>
<CAPTION>
                                        1998         1997         1996
                                     -----------  -----------  ------------
     <S>                               <C>          <C>        <C>
     Cash paid during the year for:
       Interest                        $ 34,794     $ 23,657      $ 16,795
       Income taxes                       5,128          813           568
</TABLE>

The Company entered into the following non-cash investing transactions:

          1998:
               The Company assumed $2,413,000 of liabilities in the acquisition
               of AGIRE.  Further, the Company received a note receivable of
               $3,100,000 in the sale of AINS.

          1997:
               The Company assumed $52,057,000 and $5,531,000 of liabilities in
               the acquisitions of CWI and EPG, respectively.

          1996:
               The Company received a note receivable of $1,000,000 in the sale
               of the Benbow Golf Course.

11.  BENEFIT PLAN

     The Company has a 401(k) deferred savings and profit sharing plan. 
     Employees must have attained age 21 and completed 1 year of service with a
     minimum of 1,000 hours to participate in the plan.  Employees may
     contribute up to 15% of their salaries, and the Company matches these
     employee contributions at the rate of 75%, up to 6% of the employee's
     salary.  Vesting of the Company's contribution occurs ratably over 5 years
     at which time the participants are 100% vested.  Contributions are limited
     to the maximum amount deductible for federal income tax purposes during the
     year.  The Company's contributions to the plan totaled approximately
     $1,204,000, $953,000, and $410,000 for 1998, 1997, and 1996, respectively.


                                       47


<PAGE>


12.  DEFERRED PHANTOM STOCK COMPENSATION

     The Company has deferred compensation agreements with certain officers. 
     The agreements provide for payment to the officers upon their termination,
     death, disability, or sale of the Company.  Deferred compensation is
     included in other long-term liabilities as if fully vested.  Deferred
     compensation to be paid in 1999 has been classified in current liabilities.
     This deferred compensation is subject to vesting under the terms of the
     individual agreements.  Vesting periods range from 20% per year over a five
     year period to immediate vesting upon entering an agreement.


13.  SEGMENT INFORMATION

     The Company's three principal lines of business are Membership Services,
     Publications, and Retail.  The Membership Services segment operates the
     Good Sam Club, Coast to Coast Club, and Camping World's President's Club
     for RV owners, campers and outdoor vacationers, and the Golf Card Club for
     golf enthusiasts.  These membership clubs form a receptive audience to
     which the Company markets its products and services.  The Publications
     segment publishes a variety of publications for selected markets in the
     recreation and leisure industry, including general circulation periodicals,
     club magazines, directories and RV industry trade magazines.  The Retail
     segment sells specialty retail merchandise and services for RV owners
     primarily through retail supercenters and mail order catalogs.  The Company
     evaluates performance based on profit or loss from operations before income
     taxes.  

     The reportable segments are strategic business units that offer different
     products and services.  They are managed separately because each business
     requires different technology, management expertise and marketing
     strategies.  Most of the businesses were acquired as a unit, and the
     management at the time of acquisition was retained.  
     
     The Company does not allocate income taxes or unusual items to segments. 
     Financial information by reportable business segment is summarized as
     follows (in thousands):

<TABLE>
<CAPTION>
                                             Membership
                                              Services      Publications      Retail     Consolidated
                                             --------------------------------------------------------
     <S>                                     <C>            <C>             <C>          <C>
     YEAR ENDED DECEMBER 31, 1998
         Revenues from external customers    $ 116,325       $  60,354       $ 182,367      $ 359,046
         Interest revenue                        -                  25             374            399
         Interest expense                        -               2,932          12,426         15,358
         Depreciation and amortization           4,085           1,233           5,975         11,293
         Segment profit (loss)                  35,768          10,125            (730)        45,163
         Segment assets                         83,049          74,066         150,938        308,053
         Expenditures for segment assets         1,927             417           6,929          9,273
         
     YEAR ENDED DECEMBER 31, 1997
         Revenues from external customers    $ 114,175       $  53,891       $ 132,953      $ 301,019
         Interest revenue                           31              31              74            136
         Interest expense                        -               2,686           7,693         10,379
         Depreciation and amortization           5,372           2,000           4,259         11,631
         Segment profit (loss)                  38,648           9,908          (1,205)        47,351
         Segment assets                         82,444          75,172         147,832        305,448
         Expenditures for segment assets         1,093             290           2,126          3,509
</TABLE>

                         
                                       48           


<PAGE>

13.   SEGMENT INFORMATION (continued)


<TABLE>
<CAPTION>
                                             Membership
                                              Services      Publications      Retail     Consolidated
                                             --------------------------------------------------------
     <S>                                     <C>            <C>             <C>         <C>
     YEAR ENDED DECEMBER 31, 1998
         Revenues from external customers    $  97,821       $  41,078       $   -         $ 138,899
         Interest revenue                           39              17           -                56
         Interest expense                         -                793           -               793
         Depreciation and amortization           5,194           1,365           -             6,559
         Segment profit                         36,477           8,824           -            45,301
         Segment assets                         87,486          48,442           -           135,928
         Expenditures for segment assets           554              54           -               608
</TABLE>
         

     The following is a summary of the reconciliations of reportable segments to
     the Company's consolidated financial statements for the years ended
     December 31, 1998, 1997 and 1996 (in thousands):
     

<TABLE>
<CAPTION>
                                                                      1998          1997        1996
                                                                    --------      --------     --------
     <S>                                                          <C>           <C>            <C>
     INTEREST INCOME
     Total interest income for reportable segments                 $     399           136           56
     Other not allocated interest income                                 196           338        1,509
                                                                   ---------      --------     --------
        Total interest income                                      $     595     $     474     $  1,565
                                                                   ---------      --------     --------
                                                                   ---------      --------     --------
     INTEREST EXPENSE
     Total interest expense for reportable segments                $  15,358     $  10,379     $    793 
     Elimination of intersegment interest expense                    (15,285)      (10,318)        (791)
     Other not allocated interest expense                             32,345        28,238       18,253
                                                                   ---------      --------     --------
        Total interest expense                                     $  32,418     $  28,299     $ 18,255
                                                                   ---------      --------     --------
                                                                   ---------      --------     --------
     
     DEPRECIATION AND AMORTIZATION
     Total depreciation and amortization for reportable segments   $  11,293     $  11,631     $  6,559
     Unallocated depreciation and amortization expense                 3,575         2,228        1,622
                                                                   ---------      --------     --------
        Total consolidated depreciation and amortization              14,868     $  13,859     $  8,181
                                                                   ---------      --------     --------
                                                                   ---------      --------     --------
     INCOME FROM CONTINUING OPERATIONS BEFORE INCOME
        TAXES, EXTRAORDINARY ITEM AND CUMULATIVE EFFECT OF
        ACCOUNTING CHANGE
     Total profit for reportable segments                          $  45,163     $  47,351     $ 45,301
     Unallocated depreciation and amortization expense                (3,575)       (2,228)      (1,622) 
     Unallocated G & A expense                                       (18,088)      (14,948)     (15,049)
     Unallocated interest expense, net                               (32,149)      (27,900)     (16,744)
     Elimination of intersegment interest expense                     15,285        10,318          791
                                                                   ---------      --------     --------
        Income From Continuing Operations Before Income Taxes, 
        Extraordinary Item and Cumulative Effect of 
        Accounting Change                                          $   6,636     $  12,583     $ 12,677
                                                                   ---------     ---------     --------
                                                                   ---------     ---------     --------
     ASSETS
     Total assets for reportable segments                          $ 308,053      $ 305,448    $135,928
     Capitalized finance costs not allocated to segments               8,764         10,072       3,646
     Corporate unallocated assets                                     32,736         25,074      26,158
     Net long-term assets of discontinued operations                 146,616         47,671      13,441
                                                                   ---------      ---------    --------
        Consolidated total                                         $ 496,169      $ 388,265    $179,173
                                                                   ---------      ---------    --------
                                                                   ---------      ---------    --------
</TABLE>
     

                                         49



<PAGE>

<TABLE>
<CAPTION>
                                                                     1998           1997
                                                                  ---------      ---------
     <S>                                                          <C>            <C>
     OTHER SIGNIFICANT ITEMS
     Total expenditures for assets for reportable segments        $  9,273       $  3,509
     Other asset expenditures                                        1,030          1,104
                                                                  ---------      ---------
         Total capital expenditures                               $ 10,303       $  4,813
                                                                  ---------      ---------
                                                                  ---------      ---------
</TABLE>


     MAJOR CUSTOMERS- Included in revenues in 1998, 1997 and 1996 are $14.0
     million, $20.7 million, and $17.2 million, respectively, received under
     contracts from one customer of the Company.  These revenues have been
     reported in the Membership Services segment.

14.  SELECTED UNAUDITED QUARTERLY INFORMATION

     The following is a summary of selected quarterly information for the years
     ended December 31, 1998 and 1997 (in thousands):


<TABLE>
<CAPTION>
                                                       March 31,      June 30,  September 30,      December 31,
                                                         1998          1998          1998              1998
                                                  -------------------------------------------------------------
      <S>                                           <C>              <C>        <C>                <C> 
      Total revenue                                    $ 77,923      $ 98,177        $ 94,503         $ 88,443
      Gross profit                                       26,013        34,475          31,281           31,794
      Income (loss) from continuing operations           (1,204)        2,272             888              258
      Net income (loss)                                  (1,838)        1,791             343           (5,330)


<CAPTION>
                                                       March 31,      June 30,  September 30,      December 31,
                                                         1997          1997          1997                1997
                                                  -------------------------------------------------------------
      <S>                                              <C>           <C>        <C>                <C>
      Total revenue                                    $ 33,553      $ 91,331        $ 89,476         $ 86,659
      Gross profit                                       12,215        33,493          31,161           34,611
      Income from continuing operations                   1,154         2,555           1,058              712
      Net income                                            596         1,862             334              730
</TABLE>


15.  DISCONTINUED OPERATIONS

     During the fourth quarter of 1996, the Company adopted a plan to dispose 
     of the assets related to the National Association for Female Executives, 
     Inc. ("NAFE").  In connection with the plan, the Company recorded a loss 
     of $5.9 million net of related income taxes of $1,060,000 in the fourth 
     quarter of 1996 based on the anticipated proceeds upon sale.  On July 
     31, 1997, the Company entered into a definitive agreement to sell the 
     assets of NAFE for $200,000, plus assumption by the buyer of the 
     deferred membership liability.  In 1997, the Company incurred an 
     additional loss of $294,000 net of related income taxes of $176,000 to 
     complete the sale.  

     During the fourth quarter of 1998, the Company's Board of Directors adopted
     a plan to sell the stock of AB, subject to regulatory approval.  The sales
     value is expected to approximate net book value with no earnings or losses
     during the holding period.
     
     On December 31, 1998, the Company sold AINS to a related party in exchange
     for a promissory note in the amount of $3.1 million.  In connection with
     the sale, the Company recorded a loss of $87,000 net of a related income
     tax benefit of $33,000.


                                       50



<PAGE>


15.  DISCONTINUED OPERATIONS (continued)
     
     The results of operations of NAFE, AINS and AB have been classified as
     discontinued operations in the accompanying financial statements.

     Information relating to the operations of NAFE, AINS and AB for the years
     ended December 31, 1998, 1997 and 1996 are as follows (in thousands):



<TABLE>
<CAPTION>
                                                        1998          1997          1996
                                                    -------------  ------------  ------------
     <S>                                               <C>            <C>            <C>
     Revenues                                           $ 11,989       $ 3,664       $ 6,142
     Costs applicable to revenues                         13,903         5,810         7,635
                                                    -------------  ------------  ------------
     Gross profit (loss)                                  (1,914)       (2,146)       (1,493)
     Operating expenses                                      222           152         1,029
                                                    -------------  ------------  ------------
     Loss from operations                                 (2,136)       (2,298)       (2,522)
     Income tax benefit                                      201           874           930
     Loss on disposal, net of taxes                          (54)         (294)       (5,866)
                                                    -------------  ------------  ------------
     Loss from discontinued operations                  $ (1,989)      $(1,718)      $(7,458)
                                                    -------------  ------------  ------------
                                                    -------------  ------------  ------------
</TABLE>


     The assets and liabilities of AINS and AB are included in the accompanying
     consolidated balance sheets as of December 31, 1998 and 1997 as follows (in
     thousands):


<TABLE>
<CAPTION>
                                                   1998          1997
                                               -------------  ------------
<S>                                               <C>           <C>
Current assets:
       Cash                                        $ 23,027      $ 39,952
       Investments                                    1,992         2,590
       Accounts receivable                                -           858
       Prepaid expenses and other assets                255           205
                                               -------------  ------------
            Total current assets                     25,274        43,605

Current liabilities:
       Accounts payable                                   -            27
       Accrued liabilities                              707         1,287
       Customer deposits                            154,163        74,528
                                               -------------  ------------
            Total current liabilities               154,870        75,842
                                               -------------  ------------
       Net current liabilities                    $(129,596)     $(32,237)
                                               -------------  ------------
                                               -------------  ------------

Long-term assets:
       Property and equipment                      $  2,420       $   239
       Loans receivable                             143,443        44,973
       Intangible assets                                (74)          238
       Restricted investments                             -         2,096
       Other assets                                     827           641
                                               -------------  ------------
            Total long-term assets                  146,616        48,187

Long-term liabilities:
       Deferred revenues                                  -           515
       Other long-term liabilities                        -             1
                                               -------------  ------------
       Net long-term assets                        $146,616      $ 47,671
                                               -------------  ------------
                                               -------------  ------------
</TABLE>


                                       51

<PAGE>

AFFINITY GROUP HOLDING, INC. AND SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
               (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                  Additions
                                                    Balance at    Charged to                  Balance at
                                                     Beginning    Costs and                       End
                                                     of Period     Expenses      Deductions    of Period
                                                    ------------ ------------- -------------- ------------
<S>                                                 <C>           <C>          <C>            <C>
Description:

Year ended December 31, 1998:
     Allowance for doubtful accounts receivable         $   731       $ 1,053        $ 713 (a)    $ 1,071

Year ended December 31, 1997:
     Allowance for doubtful accounts receivable         $ 1,081       $    90        $ 440 (a)      $ 731

Year ended December 31, 1996:
     Allowance for doubtful accounts receivable         $   926        $  802        $ 647 (a)    $ 1,081
</TABLE>

(a)    Accounts determined to be uncollectible and charged against allowance
       account, net of collection on accounts previously charged against
       allowance account.




ITEM 9:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE


None


                                            52


<PAGE>

                                    PART III

ITEM 10:  DIRECTORS AND EXECUTIVE OFFICERS FOR THE REGISTRANT

The executive officers and directors of the Company are as follows:

<TABLE>
<CAPTION>

 NAME              AGE                      POSITION
 ----              ---                      --------
<S>                <C>    <C>
 Stephen Adams      61    Chairman of the Board of the Company and AGI

 Joe McAdams        55    President, Chief Executive Officer of the Company and
                          AGI, and Director

 Wayne Boysen       68    Director

 David Frith-Smith  53    Director

 Michael Schneider  44    Chief Operating Officer of AGI

 Mark J. Boggess    43    Vice President and Chief Financial Officer of the
                          Company and Senior Vice President and Chief Financial
                          Officer of AGI

 David Block        50    Senior Vice President of AGI

 Michael Blumer     53    Senior Vice President of AGI

 Mark Dowis         41    Senior Vice President of AGI

 Murray S. Coker    58    Senior Vice President of AGI

 Thomas A. Donnelly 42    President of Camping World, Inc. and Director

 John Ehlert        53    Director

 David B. Garvin    55    Director
</TABLE>


Stephen Adams has been Chairman of the Company since December, 1988.  Since 
the 1970's, Mr. Adams has served as Chairman of privately-owned banking, 
bottling, publishing, outdoor advertising, television and radio companies in 
which he holds a controlling ownership interest.  Mr. Adams is also Chairman 
and the controlling shareholder of Adams Outdoor Advertising, Inc., the 
managing general partner of Adams Outdoor Advertising Limited Partnership.

Joe McAdams has been President and Chief Executive Officer of the Company 
since July 1991.  Prior thereto and since December of 1988, Mr. McAdams was 
President of Adams Publishing Corporation, a newspaper and magazine 
publishing company controlled by Mr. Adams.  From October 1987 through 
November 1988, Mr. McAdams was President and Publisher of Southern California 
Publishing Co.  Prior to October 1987 and since 1961, Mr. McAdams has held 
various management positions with publishing and direct marketing companies, 
including Senior Vice President and Chief Operating Officer of ADVO Systems, 
Inc. from August 1981 to April 1983.

Wayne Boysen was Senior Vice President of the Company since June 1991 until 
his retirement on January 1, 1996 and has supervised the staff of the risk 
management divisions of businesses owned by Stephen Adams, including the 
Company, since July 1988.  In addition, since their acquisition by the 
Company in 1995, Mr. Boysen has served as Chairman of AB and Chairman of AINS 
until it was sold in December 1998.  From 1966 through July 1988, Mr. Boysen 
owned or managed insurance agencies and provided consulting services to 
property and casualty insurance agencies.  Mr. Boysen has been a director of 
the Company since 1993.


                                      53

<PAGE>

David Frith-Smith has served as managing partner of Biller, Frith-Smith & 
Archibald, Certified Public Accountants since 1988.  Mr. Frith-Smith was a 
principal in Maidy and Lederman, Certified Public Accountants from 1980 to 
1984, and with Maidy Biller Frith-Smith & Brenner, Certified Public 
Accountants from 1984 to 1988.  Mr. Frith-Smith has been a director of the 
Company since November 1996.  Mr. Frith-Smith is a director of Adams Outdoor 
Advertising Inc., the managing general partner of Adams Outdoor Advertising 
Limited Partnership which is controlled by Stephen Adams, and various private 
and non-profit corporations.

Michael Schneider has been Chief Operating Officer of AGI since 1996.  Prior 
thereto, Mr. Schneider served as Senior Vice President and General Counsel of 
the Company since January 1993 and was responsible for administrative areas, 
development of new corporate ventures and portions of the RV publication 
business and the advertising and sales departments.  Prior to January 1993 
and since 1977, Mr. Schneider has held a variety of senior management 
positions in the AGI's publication business.

Mark J. Boggess has been Vice President and Chief Financial Officer of the 
Company since June 1993.  From June 1992 through May 1993, Mr. Boggess was 
Vice President and Chief Financial Officer of Hypro Corporation, a privately 
owned manufacturer of fluid transfer pumps.  From June 1989 through June 
1992, Mr. Boggess was Treasurer of Adams Communications Corporation, a 
holding company controlled by Stephen Adams which owned television and radio 
station operations throughout the United States.  From April 1988 through May 
1989, Mr. Boggess was Vice President and Chief Financial Officer of Econocom 
U.S.A., Inc., a privately owned computer leasing company.

David Block has been Senior Vice President of AGI since January 1993.  Prior 
thereto and since 1988, Mr. Block held various senior management positions 
with the Company or its predecessor in the areas of management information 
systems and administration.

Michael Blumer has been Senior Vice President of AGI since January 1998.   
Prior to 1998 and since 1996, Mr. Blumer served as CIO at Primedia, Inc. and 
prior to that post he served as Senior Vice President of Information 
Technology at The Hamilton Group from 1992 to 1996.  Prior to 1992, he also 
occupied a number of information technology management positions at The 
Franklin Mint, American Express and the Federal Reserve Bank of New York.

Mark Dowis has been Senior Vice President of AGI since January 1, 1995.  
Prior to 1995 and since 1992, Mr. Dowis was General Manager, Business Markets 
Division of the American Automobile Association ("AAA") and prior to that 
post, he was the Managing Director of Marketing and Research of the AAA.  
From 1989 to 1992, Mr. Dowis was an Associate Administrator with the U.S. 
Department of Transportation in Washington, DC.

Murray S. Coker is currently Senior Vice President-Marketing of AGI and 
oversees the marketing of all products, services and clubs for AGI.  He 
joined Camping World in 1978 and has served in various management positions 
including Vice President-Mail Order, Vice President-Direct Marketing and 
Senior Vice President-Marketing.  Prior to joining Camping World, Mr. Coker 
was a consultant specializing in retail systems for Management Design 
Associates and Deloitte & Touche.  He was the Data Systems Product Line 
Manager for Pitney Bowes' Monarch Marketing Systems Division and a Systems 
Engineer for IBM Corporation.

Thomas A. Donnelly has served as President of Camping World since 1986 and 
served as its Chief Executive Officer from 1988 until its acquisition by AGI. 
Mr. Donnelly joined Camping World in 1971 and served in various management 
positions until 1984, at which time he was promoted to Senior Vice President, 
Operations. Mr. Donnelly and Mr. Garvin are first cousins. 

John Ehlert is the founder of Ehlert and has served as its President and 
Chief Executive Officer since 1976 until its acquisition by AGI. Mr. Ehlert 
serves on the board of directors of various trade, private and charitable 
organizations. 


                                      54

<PAGE>

David B. Garvin founded Camping World in 1966 and served as President of 
Camping World from 1966 to 1986 and as its Chairman of the Board of Directors 
since 1986. Mr. Garvin is also a director of Trans Financial Bancorp, Inc.. 
Mr. Garvin and Mr. Donnelly are first cousins. 

Directors are elected for terms of one year or until their successors have 
been duly elected.

ITEM 11:  EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

The following table provides certain summary information concerning the 
compensation paid by the Company to the Company's Chief Executive Officer and 
each of the four other highest compensated executive officers (determined as 
of the end of the Company's year ended December 31, 1998) and for the 
previous three years or since acquisition where applicable.

                         SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                             ANNUAL COMPENSATION            
                                                        ----------------------------         OTHER ANNUAL        ALL OTHER
 NAME AND PRINCIPAL POSITION              YEAR           SALARY             BONUS           COMPENSATION(1)   COMPENSATION(2)
 ---------------------------              ----          --------          ----------        --------------    ---------------
 <S>                                      <C>           <C>               <C>               <C>               <C>
 Stephen Adams . . . . . . . . . . . . .  1998          $699,992          $1,473,090                                  $79,796
   Chairman of the Board                  1997           699,992           1,539,030                                   78,924
                                          1996           699,992           1,199,999                                   53,953

 Joe McAdams, President  . . . . . . . .  1998            99,999             491,030                                    6,891
   Chief Executive Officer                1997            99,998             513,010                                    7,557
                                          1996            99,996             400,000          $1,226,933(3)             6,334

 Michael Schneider . . . . . . . . . . .  1998           210,000             245,515              56,333(3)             8,364
   Chief Operating Officer                1997           206,423             318,980              56,333(3)             8,117
                                          1996           182,145             107,157                                    7,482

 Thomas A. Donnelly. . . . . . . . . . .  1998           214,904             245,515                                    7,991
   President of Camping World             1997           168,750             235,980                                    4,160
                                                                                    

 Murray S. Coker . . . . . . . . . . . .  1998           180,256             156,838                                    9,715
   Senior Vice President of AGI           1997           119,250                   -                                    6,902
</TABLE>

______________

(1)  Personal benefits are the lesser of (i) 10% of total annual salary and 
bonus (ii) $50,000, except as described in Note (3) below. 

(2)  Represents company contributions to 401(k) and split dollar life 
insurance economic benefit. 

(3)  Under the terms of the phantom stock agreements, Mr. Schneider received 
$56,333 in 1998 and 1997 and Mr. McAdams received $1,226,933 in 1996. 

The Company does not have any outstanding stock options or restricted stock 
grants.  The Company has phantom stock agreements for certain of its 
officers. See "Management Agreements with Executive Officers".


                                      55

<PAGE>

AGREEMENTS WITH EXECUTIVE OFFICERS

Mr. Adams and the Company are parties to an amended employment agreement 
providing for his employment as the Chairman of the Company through September 
1, 1999.  The base salary for Mr. Adams is $700,000 and his incentive 
compensation is 3% of operating profits (as defined in the agreement).

In January 1997, the Company funded a $1.0 million loan to Mr. McAdams.  The 
loan is due on demand and is secured by an assignment and pledge of his 
vested phantom stock interest in the Company.  In addition, in September 
1997, the Company paid a $0.5 million finders fee to a company owned by Mr. 
McAdams.

In January 1992, the Company introduced a phantom stock incentive program for 
key employees.  Since that time, certain employees have been granted awards 
at various interest levels and over varying vesting periods.  The value of 
the phantom stock interest is based on the increase in the value of the 
Company over the base value at the award date.  In accordance with the 
formula set forth in the agreements, which formula approximates a multiple of 
operating profits and is intended to approximate the fair market value of the 
Company, earned incentives are paid in three annual installments following 
the earlier of (a) termination of employment, (b) sale of the Company, or (c) 
five years after the initial grant of the phantom stock interest.  The 
phantom stock agreements also set forth the terms of employment for the 
executive. 

The following table sets forth the current awards outstanding under the 
program as of December 31, 1998.  As of December 31, 1998, the aggregate 
accrued liability under the Company's phantom stock incentive program was 
approximately $3.6 million, of which $1.7 million has been reflected as 
current in the financial statements.

<TABLE>
<CAPTION>
                                                       FULL    VESTED
    OFFICER/DIRECTOR                                 INTEREST  AMOUNT
    ----------------                                 --------  ------
    <S>                                              <C>       <C>
    Joe McAdams....................................    2.50%    2.50%
    Mike Schneider.................................    1.80%    1.80%
    Thomas A. Donnelly.............................    1.80%    0.64%
    Mark Boggess...................................    0.75%    0.75%
    David Block(1).................................    0.10%    0.10%
    Mark Dowis(1)..................................    0.10%    0.08%
    Murray S. Coker................................    0.25%    0.09%
    All Other Employees............................    0.20%    0.05%
</TABLE>

______________

(1)  In addition, Mr. Block and Mr. Dowis entered into phantom stock 
agreements with subsidiaries of AGI. Under the terms of such agreements, Mr. 
Block and Mr. Dowis were granted 5% phantom interests in such subsidiaries 
vesting 1% annually beginning January 1997 and January 1998, respectively.  
The value of such phantom interests are based on the increase in the value of 
such subsidiaries and are based on formulas that are intended to approximate 
the fair market value of the subsidiaries. 

The executive's base salary and annual bonus are determined from time to time 
by the Board of Directors.  In the event the executive's employment is 
terminated without cause, the phantom stock agreements provide for severance 
benefits of up to one year's base salary plus the accrued bonus for the year 
in which such termination occurs.


                                      56

<PAGE>

COMPENSATION COMMITTEE INTERLOCK AND INSIDER PARTICIPATION

The Company's Board of Directors determines the compensation of the executive 
officers.  The executive officers of the Company that serve on the Board of 
Directors are Stephen Adams, Joe McAdams and Thomas A. Donnelly.  In 
addition, until his retirement on January 1, 1996, Wayne Boysen was an 
executive officer of the Company. 

Stephen Adams, the Chairman and a director of the Company, has an amended 
employment agreement with AGI through September 1, 1999 under which Mr. Adams 
receives a base salary of $700,000 plus incentive compensation of 3% of 
operating profits (as defined). 

Joe McAdams, the President and Chief Executive Officer and a director of the 
Company, has phantom stock agreements with AGI pursuant to which Mr. McAdams 
receives $3.6 million in three annual installments which began in January 
1996 and holds a 2.5% phantom stock interest which is fully vested. 

Wayne Boysen, a director of the Company and former executive officer of the 
Company, has phantom stock agreements with AGI pursuant to which Mr. Boysen 
will receive $400,000 in three equal annual installments, which began in 
January 1996 and concluded January 1998. 

In connection with the Company's acquisition of Camping World, the Company 
entered into consulting and non-competition agreements with David B. Garvin, 
a director of the Company and formerly the Chairman of Camping World, and 
Thomas A. Donnelly, a director of the Company and the President of Camping 
World.  Pursuant to the consulting and non-competition agreements, the 
Company paid, at closing of the Camping World acquisition, $9.5 million to 
Mr. Garvin and $3.4 million to Mr. Donnelly.  In addition, pursuant to the 
management incentive agreement which the Company entered into with Mr. 
Donnelly and Mr. Coker at the time of the acquisition of Camping World, the 
Company agreed, subject to Camping World achieving certain operating goals, 
to pay up to $6.6 million and $1.2 million to Mr. Donnelly and Mr. Coker, 
respectively, over the subsequent five years.  Mr. Donnelly and Mr. Coker 
received $440,000 and $80,000, respectively, of this amount in 1998.

Messrs. Garvin and Donnelly are partners in partnerships that lease seven 
facilities under long-term leases to Camping World.  Additionally, Mr. Coker 
is also a partner in two of these partnerships.  For the year ended December 
31, 1998 and 1997, payments under these leases were approximately $2.5 
million and $2.4 million, respectively.  The leases expire during the period 
April 2000 and September 2011, subject to the right of Camping World to 
exercise renewal options.  The Company believes that such leases contain 
lease terms as favorable as lease terms that would be obtained from 
independent third parties. 

John Ehlert, a director of the Company, is a partner in a partnership that 
leases to Ehlert its research facility under a long-term lease.  For the year 
ended December 31, 1998 and 1997, the rental payments for such facility were 
$45,600 and $35,500, respectively. The lease expires in October 1999, subject 
to the right of Ehlert to exercise renewal options.  The Company believes 
that such lease contains lease terms as favorable as lease terms that would 
be obtained from independent third parties. 

BONUS PLAN

The Company annually adopts bonus programs for employees, including executive 
officers other than Mr. Adams.  Bonus payments are made based on achievement 
of specified operating results and/or objectives.

401 (k) SAVINGS AND PROFIT PLAN

The Company sponsors a deferred savings and profit sharing plan (the "401(k) 
Plan") qualified under Sections 401(a) and 401(k) of the Internal Revenue 
Code of 1986, as amended (the "Code").  All 


                                      57

<PAGE>

employees over age 21 who have completed one year of service are eligible to 
participate in the 401(k) Plan. Eligible employees may contribute to the 
401(k) Plan up to 15% of their salary subject to an annual maximum established 
under the Code and the Company matches these employee contributions at the 
rate of 75% up to the first 6% of the employee's salary. Employees may also 
make additional voluntary contributions.

OTHER BENEFIT PLAN

Company employees receive certain medical and dental benefits during their 
employment.  A predecessor to the Company also provided eligible employees 
with medical, dental and life insurance coverage after retirement.  The 
estimated future costs associated with such coverage to retirees are reserved 
as a liability in the Company's consolidated financial statements.  Current 
employees are not provided medical and dental benefits upon retirement.

DIRECTOR COMPENSATION

The Company pays directors who are not employees (Messrs. Boysen, Ehlert, 
Frith-Smith and Garvin) director fees of $1,500 per month.  In addition, Mr. 
Boysen, as Chairman of the operating subsidiaries Affinity Bank and Affinity 
Insurance Group, Inc., received $1,500 per month from each of these 
subsidiaries.

REPORT ON EXECUTIVE COMPENSATION

The Company's Board of Directors determines the compensation of the executive 
officers.  The base salary and bonus for Stephen Adams is established 
pursuant to the employment agreement described under the caption entitled 
"Agreements with Executive Officers."  The agreement was approved when Mr. 
Adams was the sole director of the Company because it was determined to be in 
the best interests of the Company to assure continuity of management.  For 
the other executive officers, base salaries are set at levels which are 
believed to be reasonably competitive with the salary level of executives in 
comparable companies, including membership services companies and other 
highly leveraged companies with comparable operating income, except that the 
base salary for Joe McAdams, the President and Chief Executive Officer, is 
lower than the comparable companies because the primary source of his 
compensation is through the bonus program.  The executive officers, including 
Mr. McAdams, receive bonuses based on their respective assigned percentage of 
operating income of the Company or the operations in which the executive is 
employed.  The percentage assigned to each executive officer depends upon the 
level of his responsibilities or, in the case of Mr. Adams, as prescribed in 
their respective employment agreement.

In addition, the executive officers other than Mr. Adams who owns over 95% of 
the stock of the parent corporation have received phantom stock grants under 
the agreements described above under the caption "Agreements with Executive 
Officers."  The purpose of the phantom stock agreements is to provide the 
executive officers with an incentive to enhance the long term value of the 
Company with payments of the amounts earned by the executive officers 
provided as deferred compensation over several years.

                                          
                              BOARD OF DIRECTORS


Stephen Adams       Joe McAdams         Wayne Boysen        David Frith-Smith

          
          Thomas A. Donnelly       David B. Garvin      John Ehlert        



                                      58

<PAGE>

ITEM 12:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The Company is a wholly-owned subsidiary of AGI Holding Corporation ("AGHC"), 
a privately-owned corporation.  The following table sets forth, as of 
December 31, 1998, certain information with respect to the beneficial 
ownership of the Common Stock of AGHC by each shareholder who is known to the 
Company to beneficially own more than 5% of the outstanding shares, each 
executive officer and the current sole director of AGHC, and all executive 
officers and directors of the Company.

<TABLE>
<CAPTION>
                                            Number of Shares       Percent of
 Name and Address of Beneficial Owner       of Stock Owned(1)     Common Stock
 ------------------------------------       ----------------      ------------
 <S>                                        <C>                   <C>
 Stephen Adams                                  1,404.7(2)             95.75%
      2575 Vista Del Mar Drive
      Ventura, CA   93001
                                                           
 Joe McAdams                                        3.0                 0.20%
                                                           
 Mark Boggess                                       0.2                 0.01%
                                                     
 All executive officers and directors           1,407.9                95.96%
 as a group (10 persons)
</TABLE>

______________

(1)  Except as otherwise indicated, the beneficial owners have sole voting 
and investment power with respect to the shares in the table.

(2)  Does not include 50 shares owned by members of the Adams' family who do 
not reside with him.

ITEM 13:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Effective June 1995, the Company entered into a lease agreement for its 
corporate facilities in Ventura, California with AGI Real Estate Holding, 
Inc. ("AGIRE").  The owners of AGIRE are minority shareholders of AGHC, the 
Company's parent company, and are also related to Stephen Adams, the 
Company's Chairman. On November 13, 1998, the Company purchased AGIRE for 
$9,247,000 in cash plus assumption of debt in the amount of $2,413,000, which 
approximated the fair market value.

On December 31, 1998, the Company sold Affinity Insurance Group, Inc. to 
Adams Insurance Holding LLC, a Minnesota limited liability company 
wholly-owned be Stephen Adams, the Company's Chairman, in exchange for a 
promissory note in the amount of $3.1 million, which approximated the fair 
market value. 

For a description of the employment, consulting, non-competition, management 
incentive and phantom stock agreements with the Company and persons serving 
as an executive officer or director of the Company see "Management - 
Agreements with Executive Officers" and "Management - Compensation Committee 
Interlock and Insider Participation."

For a description of leases which subsidiaries of the Company have with
partnerships in which a director of the Company has a partnership interest, see
"Management - Compensation Committee Interlock and Insider Participation."


                                      59

<PAGE>

                                    PART IV


ITEM 14:  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     (a) (1)   Consolidated financial statements are included in Item 8 hereto.

     (a) (2)   Consolidated financial statement schedules are included in Item 8
                    hereto.

     (a) (3)   Listing of Exhibits:

          The exhibits required to be a part of this report are listed in the
                    Index to Exhibits which follows the signature page.

     (b)  Reports on Form 8-K:

          The reports on Form 8-K required to be a part of this report are
                    listed in the Index to Exhibits which follows the signature
                    page.

     (c)  Exhibits:

          Included in Item 14 (a) (3) above.

     (d)  Financial Statement Schedules

          Included in Item 14 (a) (2) above.


                                      60

<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 
1934, the Company has duly caused this Report to be signed on its behalf by 
the undersigned, thereto duly authorized, in the City of Denver, State of 
Colorado on March 26, 1999.

AFFINITY GROUP HOLDING, INC.

By  /s/ Joe B. McAdams
  --------------------------
Joe B. McAdams
Chief Executive Officer


Pursuant to the requirements of the Securities Act of 1934, this Report has 
been signed below by the following persons on behalf of the Company in the 
capacities and on the dates indicated.

<TABLE>

<S>                      <C>                                               <C>
/s/ Joe B. McAdams       Chief Executive Officer and Director              March 26, 1999
-------------------      (Principal Executive Officer)
Joe B. McAdams     


/s/ Mark J. Boggess      Senior Vice President and Chief                   March 26, 1999
-------------------      Financial Officer 
Mark J. Boggess          (Principal Financial and Accounting Officer)


        *                Director                                          March 26, 1999
-------------------
Stephen Adams


        *                Director                                          March 26, 1999
-------------------
David Frith-Smith


        *                Director                                          March 26, 1999
-------------------
Wayne Boysen

</TABLE>


                                      61

<PAGE>

<TABLE>

<S>                      <C>                                               <C>
        *                Director                                          March 26, 1999
-------------------
Thomas A. Donnelly


        *                Director                                          March 26, 1999
-------------------
David B. Garvin


        *                Director                                          March 26, 1999
-------------------
  John Elhert


*By: /s/ Mark J. Boggess                                                   March 26, 1999
    --------------------
     (Mark J. Boggess
     Attorney-in-Fact)

</TABLE>

Mark J. Boggess, pursuant to Powers of Attorney executed by each of the 
officers and directors listed above whose name is marked by an "*" and filed 
as an exhibit hereto, by signing his name hereto does hereby sign and execute 
this Report of Affinity Group Holding, Inc. on behalf of each of such 
officers and directors in the capacities in which the names of each appear 
above.


                                      62

<PAGE>

AFFINITY GROUP HOLDING, INC.


EXHIBIT INDEX TO ANNUAL REPORT 
ON FORM 10-K


FOR FISCAL YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                                                            Regulation
                                                                                            S-K Exhibit
                                                                                            Table          Sequential 
 Item                                                                                       Reference      Page No.
 ----                                                                                       -----------    ----------
 <S>                                                                                        <C>            <C>
 Certificate of Incorporation of Affinity Group, Inc. (1)                                   3.1 

 Bylaws of Affinity Group, Inc. (1)                                                         3.2 

 Indenture dated as of October 29, 1993 by and between the                                  4.1 
      Company and United States Trust Company of New York. (2)

 First Supplemental Indenture dated as of May 17, 1994, by and                              4.2 
      between Company and United States Trust Company of New York.(6)

 Second Supplemental Indenture dated as of October 11, 1994, by                             4.3 
      and between Company and United States Trust Company of 
      New York.(6)

 Third Supplemental Indenture dated as of December 21, 1995 by                              4.3a
      and between Company and United States Trust Company of 
      New York.(9)

 Fourth Supplemental Indenture dated as of February 1, 1996 by                              4.3b
      and between Company and United States Trust Company of 
      New York.(9)

 Form of 11 1/2% Senior Subordinated Notes due 2003. (2)                                    4.4 

 Credit Agreement dated October 11, 1994 among Affinity Group,                              4.5 
      Inc. and First Bank National Association, as Agent, and First 
      National Association and GIRO Credit Bank, as Banks. (3)

 First Amendment to Credit Agreement as of November 10, 1994,                               4.6 
      between Affinity Group, Inc. and First National Bank National 
      Association, as Agent. (6)

 Credit Agreement dated as of April 2, 1997 among Affinity Group,                           4.7
      Inc., Fleet National Bank, as agent, and the banks named 
      therein. (11)

 Change in Registrant's Accountants (14)                                                    4.8

 Credit Agreement dated as of November 13, 1998 among Affinity                              4.9
      Group, Inc., Fleet National Bank, as agent, and the banks 
      named therein. (15)
</TABLE>


                                      63

<PAGE>

<TABLE>
<CAPTION>
                                                                                            Regulation
                                                                                            S-K Exhibit
                                                                                            Table          Sequential 
 Item                                                                                       Reference      Page No.
 ----                                                                                       -----------    ----------
 <S>                                                                                        <C>            <C>
 Tax Sharing Agreement among Affinity Group Holding, Inc., Affinity                         10.1 
      Group, Inc. and its subsidiaries. (2)

 Lease for office facilities in Camarillo, California. (2)                                  10.2 

 Lease for office facilities in Denver, Colorado. (2)                                       10.3 


 Lease Agreement for office facilities in Ventura, California (7)                           10.3a

 Investment in unrestricted subsidiary, assignment and assumption                           10.4 
      agreement and fourth amendment to office facility lease in 
      Denver, Colorado. (4)

 Employment Agreement dated August 1, 1993 between Stephen                                  10.5 
      Adams and the Company, as amended. (2)

 Phantom Stock Agreement dated January 2, 1992 between Joe                                  10.6 
      McAdams and the Company. (2)

 Phantom Stock Agreement dated January 2, 1992 between David                                10.7 
      Block and the Company. (2)

 Phantom Stock Agreement dated January 2, 1992 between Michael                              10.8 
      Schneider and the Company. (2)

 Phantom Stock Agreement dated January 2, 1992 between Roger                                10.9
      Ryman and the Company. (2)

 Phantom Stock Agreement dated January 2, 1992 between Mark J.                              10.10 
      Boggess and the Company. (2)

 Phantom Stock Agreement dated January 2, 1992 between K.                                   10.11 
      Dillon Schickli and the Company. (2)

 Employment Agreement dated as of January 1, 1991 between                                   10.12 
      Keith Urry and Golf Card International Corp. as amended. (2)

 Phantom Stock Agreement dated January 2, 1992 between Wayne                                10.13 
      Boysen and the Company, as amended. (2)

 Second Phantom Stock Agreement dated April 2, 1994 between                                 10.14 
      Wayne Boysen and the Company. (4)

 Executive split-dollar life insurance agreements (4)                                       10.15 

 Indemnity Agreement dated October 29, 1994, by and between                                 10.16 
      Affinity Group, Inc. and AGI Services, Inc.(6)

 Agreement with Cross Country Motor Club, Inc. as amended. (2)                              10.17 

 Working Agreement and Service Agreement with National General                              10.18 
      Insurance dated October 23, 1987, as amended (2)

 Amendment to National General Insurance Contract Dated January                             10.19 
      13, 1994. (1)
</TABLE>


                                      64

<PAGE>

<TABLE>
<CAPTION>
                                                                                            Regulation
                                                                                            S-K Exhibit
                                                                                            Table          Sequential 
 Item                                                                                       Reference      Page No.
 ----                                                                                       -----------    ----------
 <S>                                                                                        <C>            <C>
 Amendment to Service Agreement dated March 22, 1994 by and                                 10.20 
      between Affinity Group, Inc. and National General Insurance 
      Company. (5)

 401 (k) Savings and Investment Plan. (2)                                                   10.21 

 Form of Indemnification Agreement for persons consenting to serve                          10.22 
      as directors upon completion of the offering and amendment 
      thereto. (1)

 Purchase Agreement for Affinity Thrift and Loan. (8)                                       10.23

 Phantom Stock Amendment dated October 10, 1995 between Joe                                 10.24
      McAdams and the Company.(9)

 Phantom Stock Agreement dated December 19, 1995 between                                    10.25
      David Block and Affinity Road and Travel Club, Inc., a wholly 
      owned subsidiary of the Company.(9)

 Agreement between Ganis Credit Corporation and the Company                                 10.26
      dated September, 1995.(9)

 Stock Purchase Agreement for Ehlert Publishing Group, Inc. (10)                            10.27

 First Amendment dated January 7, 1997 to Ehlert Stock Purchase                             10.28
      Agreement. (11)

 Addendum to National General Insurance Contract Dated January                              10.29
      13, 1994. (13)

 Agreement with Cross Country Motor Club, Inc. dated October 10,                            10.30
      1997,as amended. (13)

 Stock Purchase Agreement dated as of February 25, 1997, by and                             10.31
      among the Shareholders of Camping World, Inc. and Affinity 
      Group, Inc. (12)

 Engagement Agreement between JBMC, Inc. and the Company                                    10.32
      dated September 8, 1996. (13)

 Note Receivable dated December 30, 1996 between Joe McAdams                                10.33
      and the Company. (13)

 Amendment to Employment Agreement dated August 1, 1993                                     10.34
      between Stephen Adams and the Company (13)

 Form of Phantom Stock Agreements, between certain executives                               10.35
      and the Company (13)

 Amendment to Employment Agreement dated August 1, 1993                                     10.36          67       
      between Stephen Adams and the Company

 Purchase Agreement for AGI Real Estate Holdings, Inc.                                      10.37          68       

 Sales Agreement for Affinity Insurance Group, Inc.                                         10.38          70       

 Subsidiaries of the Registrant                                                             21             85 
</TABLE>


                                      65

<PAGE>

<TABLE>
<CAPTION>
                                                                                            Regulation
                                                                                            S-K Exhibit
                                                                                            Table          Sequential 
 Item                                                                                       Reference      Page No.
 ----                                                                                       -----------    ----------
 <S>                                                                                        <C>            <C>
 Power of Attorney                                                                               24             86 
</TABLE>

______________

(1)  Filed with the Company's Annual Report on Form 10-K for the year ended
     December 31, 1993 and incorporated by reference herein.

(2)  Filed with the Company's Registration Statement No. 33-67272 and
     incorporated by reference herein.

(3)  Filed with the Company's Report on Form 10-Q for the quarter ended
     September 30, 1994 and incorporated by reference herein.

(4)  Filed with the Company's Report on Form 10-Q for the quarter ended June 30,
     1994 and incorporated by reference herein.

(5)  Filed with the Company's Report on Form 10-Q for the quarter ended March
     31, 1994 and incorporated by reference herein.

(6)  Filed with the Company's Annual Report on Form 10-K for the year ended
     December 31, 1994 and incorporated by reference herein.

(7)  Filed with the Company's Report on Form 10-Q for the quarter ended June 30,
     1995 and incorporated by reference herein.

(8)  Filed with the Company's Report on Form 10-Q for the quarter ended 
     September 30, 1995 and incorporated by reference herein.

(9)  Filed with the Company's Annual Report on Form 10-K for the year ended 
     December 31, 1995 and incorporated by reference herein.

(10) Filed with the Company's Report on Form 10-Q for the quarter ended 
     September 30, 1996 and incorporated by reference herein.

(11) Filed with the Company's Annual Report on Form 10-K for the year ended 
     December 31, 1996 and incorporated by reference herein.

(12) Filed with the Company's Report on Form 8-K dated April 2, 1997 and 
     incorporated by reference herein.

     A copy of any of these exhibits will be furnished at a reasonable cost
     to any person upon receipt from such person of a written request for such
     exhibit.  Such request should be sent to Affinity Group, Inc., 64 Inverness
     Drive East, Englewood, Colorado  80112,  Attention:  Chief Financial
     Officer

(13) Filed with the Company's Annual Report on Form 10-K for the year ended 
     December 31, 1997 and incorporated by reference herein.

(14) Filed with the Company's Report on Form 8-K dated August 19, 1998 and
     incorporated by reference herein.

(15) Filed with the Company's Report on Form 8-K dated November 13, 1998 and
     incorporated by reference herein.


                                      66