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                                    FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
(Mark One)
{X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934.

For the quarterly period ended September 30, 1997

{   } TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES 
                             EXCHANGE ACT OF 1934.
For the transition period from ........ to .........

Commission file number: 0-22268

                          NATIONAL R.V. HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

                       Delaware                                  33-0371079
           (State or other jurisdiction of                    (I.R.S. Employer
            incorporation or organization)                   Identification No.)

                              3411 N. Perris Blvd.
                            Perris, California 92571
                                   (909) 943-6007
       (Address,  including zip code, and telephone number, including
          area code, of  Registrant's  principal executive offices)

         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.

Class                                         Outstanding at November 11, 1997
-----                                         --------------------------------
Common stock, par value                                   6,254,133
$.01 per share

                                      1
<PAGE>


                          NATIONAL R.V. HOLDINGS, INC.

                                      INDEX

                                                                          PAGE
                             PART 1 - FINANCIAL INFORMATION

Item 1.    Consolidated Balance Sheet -
           September 30, 1997 and December 31, 1996                         3

           Consolidated Statement of Income -
           Three and Nine Months Ended September 30, 1997 and 1996          4

           Consolidated Statement of Cash Flows -
           Nine Months Ended September 30, 1997 and 1996                    5

           Consolidated Statement of Changes in Stockholders' Equity        6

           Notes to Consolidated Financial Statements                       7

Item 2.    Management's Discussion and Analysis of
           Financial Condition and Results of Operations                  8 - 9

                               PART II - OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K                                 10

           Signature                                                        11


                                      2

<PAGE>
                         NATIONAL R.V. HOLDINGS, INC.
                          CONSOLIDATED BALANCE SHEET
                                (In thousands)
                                  (Unaudited)
                                                 September 30,    December 31,
                                                   1997               1996
                    ASSETS
Current Assets:
  Cash                                                   $ -              $ 819
  Trade receivables, less allowance for
      doubtful accounts of $177,000                   14,238              5,522
  Inventories                                         40,520             34,015
  Deferred income taxes                                2,488              1,384
  Prepaid expenses                                       953              1,232
                                               --------------    ---------------
      Total current assets                            58,199             42,972
Goodwill                                               7,881              8,191
Restricted funds                                           -              1,210
Property, plant and equipment, net                    19,320             15,542
Other                                                  3,069                135
                                               --------------    ---------------
                                                    $ 88,469           $ 68,050
                                               ==============    ===============
     LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
  Cash overdraft                                     $ 1,237                $ -
  Line of credit                                       2,104              1,400
  Current portion of long-term debt                      545                545
  Accounts payable                                    11,712              7,736
  Accrued expenses                                     8,677              3,738
                                               --------------    ---------------
      Total current liabilities                       24,275             13,419
Deferred income taxes                                  1,827              1,827
Long-term debt                                         7,067              7,272
Commitments and contingencies
Stockholders' equity:
  Preferred stock - $.01 par value; 5,000 shares
      authorized, 4,000 issued and outstanding             -                  -
  Common stock - $.01 par value; 10,000,000 shares
      authorized                                          63                 62
Additional paid-in capital                            34,681             34,344
Accumulated earnings                                  20,776             11,126
Less: cost of treasury shares                           (220)                 -
                                               --------------    ---------------
  Total stockholders' equity                          55,300             45,532
                                               --------------    ---------------
                                                    $ 88,469           $ 68,050
                                               ==============    ===============

               See Notes to Consolidated Financial Statements

                                      3
<PAGE>      
                        NATIONAL R.V. HOLDINGS, INC.
                     CONSOLIDATED STATEMENT OF INCOME
                   (In thousands except per share data)
                              (Unaudited)
                                   Three Months                 Nine Months
                                Ended September 30,         Ended September 30,
                               1997           1996          1997          1996
Net sales                 $ 76,780        $ 27,139    $ 204,567        $ 94,958
Cost of goods sold          65,749          23,422      176,826          82,183
                          --------         -------    ---------        --------
      Gross profit          11,031           3,717       27,741          12,775
Selling expenses             2,499             719        6,726           2,367
General and administrative
   expenses                  1,511             588        4,294           1,773
Amortization of intangibles    103               -          310               -
                          --------         -------    ---------        --------
      Operating income       6,918           2,410       16,411           8,635
Other expense (income):
  Interest expense             104              42          254             237
  Interest income              (37)            (48)        (107)           (184)
  Other                         13              37           74             114
                          --------         -------    ---------        --------
Income before income taxes   6,838           2,379       16,190           8,468
  Provision for income 
    taxes                    2,696             968        6,540           3,434
                          --------         -------    ---------        --------
Net income                $  4,142        $  1,411    $   9,650        $  5,034
Earnings per common share
  and common equivalent shares:
  Primary                 $   0.59        $   0.27    $    1.42        $   1.00
  Fully diluted           $   0.58        $   0.27    $    1.40        $   0.99
Weighted average number of shares:
  Primary                    6,966           5,247        6,805           5,045
  Fully diluted              7,169           5,296        6,896           5,066

               See Notes to Consolidated Financial Statements

                                      4

<PAGE>
                         NATIONAL R.V. HOLDINGS, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                               (In thousands)
                                (Unaudited)
                                                          Nine Months
                                                      Ended September 30,
                                                   1997              1996
 Cash flows from operating activities:
   Net income                                        $ 9,650            $ 5,034
   Adjustments to reconcile net income to net 
       cash provided by operating activities:
          Depreciation expense                           928                358
          Amortization of intangibles                    310                  -
          Increase in trade receivables               (8,716)            (1,106)
          Increase in inventories                     (6,505)               (29)
          (Decrease) increase in prepaid expenses        279               (176)
          Increase (decrease) in accounts payable      3,976               (104)
          Increase in accrued expenses                 4,939                873
          Increase in deferred income taxes           (1,104)              (309)
                                               --------------   ----------------
            Net cash provided by operating activities  3,757              4,541
 Cash flows from investing activities:
   Increase in other assets                           (2,934)                 -
   Purchases of property, plant and equipment         (4,706)            (3,461)
                                               --------------   ----------------
            Net cash used by investing activities     (7,640)            (3,461)
 Cash flows from financing activities:
   Increase in cash overdraft                          1,237                  -
   Increase (decrease) under line of credit              704             (1,900)
   Decrease in restricted funds                        1,210              3,098
   Principal payments on long-term debt                 (205)              (109)
   Proceeds from issuance of common stock                338              1,381
   Purchase of treasury stock                           (220)              (953)
                                               --------------   ----------------
            Net cash provided  by financing activities 3,064              1,517
                                               --------------   ----------------
 Net (decrease) increase in cash                        (819)             2,597
 Cash beginning of period                                819                 73
                                               --------------   ----------------
 Cash end of period                                  $     -            $ 2,670

               See Notes to Consolidated Financial Statements

                                      5
<PAGE>
                   NATIONAL R.V. HOLDINGS, INC.
     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                   (In thousands except shares)
                         (Unaudited)
<TABLE>
<S>                           <C>         <C>       <C>      <C>       <C>         <C>       <C>       <C>

                               Preferred    Common Stock      Paid-in   Accumulated  Treasury Stock
                                 Stock     Shares    Amount   Capital    Earnings   Shares    Amount    Total
                               ---------   --------- -------   --------  ---------- -------   ------    -------
Balance, December 31, 1996      $   -      6,193,579    $ 62   $ 34,344   $ 11,126              $   -   $45,532
 Common Stock issued upon
   exercise of warrants                       37,500       1        230                                     231
 Common Stock issued under
   option plan                                21,554       -        107                                     107
 Purchase of treasury stock                                                          (12,400)    (220)     (220)
 Net income                                                                  9,650                        9,650
                               ---------   --------- -------   --------  ---------- -------    ------   -------
Balance, September 30, 1997     $   -      6,252,633    $ 63   $ 34,681   $ 20,776   (12,400)   $(220)  $55,300
</TABLE>

                      See Notes to Consolidated Financial Statements

                                      6
<PAGE>




NATIONAL R.V. HOLDINGS, INC.
PART I, ITEM 1

     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            (Unaudited)

NOTE 1 - GENERAL

     In the opinion of National  R.V.  Holdings,  Inc.  (collectively,  with its
subsidiaries  National R.V., Inc., and Country Coach, Inc. referred to herein as
the "Company"),  the accompanying  unaudited  consolidated  financial statements
contain  all  adjustments,  consisting  only of  normal  recurring  adjustments,
necessary  for the fair  presentation  of the  financial  position,  results  of
operations  and cash flows for all  periods  presented.  Results for the interim
periods are not necessarily indicative of the results for an entire year and the
financial  statements  do  not  include  all of the  information  and  footnotes
required by generally accepted accounting principles. These financial statements
should be read in  conjunction  with the financial  statements and notes thereto
contained in the Company's latest annual report on Form 10-K.

NOTE 2 - INVENTORIES

   Inventories consist of the following:

                                       September 30,       December 31,
                                           1997                1996
                                    ------------------  ------------------
Finished goods                         $ 10,579,000         $ 8,116,000
Work-in-process                          13,636,000          11,000,000
Raw materials                             9,605,000           7,987,000
Chassis                                   6,700,000           6,912,000
                                    ==================  ==================
                                       $ 40,520,000        $ 34,015,000
                                    ==================  ==================

NOTE 3 - Other

     In September  1997,  the Company  acquired,  for $2.75  million,  a limited
partnership interest in Dune Jet Services, L.P. (the "Partnership"),  a Delaware
limited  partnership  formed for the  purposes of  acquiring  and  operating  an
airplane for the partners'  business uses and for  third-party  charter  flights
(the  "Aircraft").  The general partner of the Partnership is Dune Jet Services,
Inc. ("DJ Services") , a Delaware corporation,  the sole stockholder of which is
the Company's  Chairman,  Mr. Gary N.  Siegler.  DJ Services  contributed  $1.55
million for its general partnership interest and an additional $3.25 million for
a  separate  limited  partnership  interest.  The  Aircraft  has been  partially
financed  by a $4.25  million  loan from a third  party  financing  source,  the
repayment of which loan was personally  guaranteed by Mr.  Siegler.  Pursuant to
the  Partnership's   limited   partnership   agreement  and  proposed  operating
agreement,  the Company,  as a limited  partner,  will have the right to use the
Aircraft for business  purposes for its pro rata share of 800 hours per year, at
a rate modestly  above the variable  cost of operating  the Aircraft.  Hours not
used by the partners  will be  available  for charter  flights at market  rates.
Profits and losses of the Partnership are generally allocated in accordance with
the partners'  respective  capital  contributions,  except that  depreciation is
allocated to the general partner, and distributions to the partners will be made
in the same ratios as such allocations.  Pursuant to the partnership  agreement,
DJ Services is entitled to reimbursement for expenses and  indemnification  from
the Partnership for acting in its capacity as general partner.

                                      7
<PAGE>


NATIONAL R.V. HOLDINGS, INC.
PART 1, ITEM 2

         MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

   At  September  30,  1997,  the Company had working  capital of $33.9  million
compared to $29.6  million at December 31, 1996.  Net cash provided by operating
activities  was $3.8  million  for the nine months  ended  September  30,  1997,
compared to $4.5 million for the same period in 1996. An increase in net income,
accounts  payable  and  accrued  expenses  was offset by an increase in accounts
receivable, inventories and deferred income taxes.

   Cash used by investing  activities was $7.6 million  compared to $3.5 million
for the  comparable  period last year.  The  increase was  primarily  due to the
construction  of a new 154,000  square foot building and the  acquisition of the
limited partnership interest in Dune Jet Services, L.P.

   Cash  provided by  financing  activities  was $3.1  million  compared to $1.5
million for the comparable  period last year. The change was primarily due to an
increase in cash  overdraft  and line of credit,  and a decrease  in  restricted
funds used for the construction of the new building.

   The Company  believes that the  combination  of internally  generated  funds,
existing capital and funds available from its existing credit facility,  will be
sufficient to meet the Company's  planned capital and  operational  requirements
for at least the next 24 months.

Results of Operations

   Net sales for the third quarter of 1997  increased by $49.6 million or 182.9%
from the  comparable  period last year.  For the first nine months of 1997,  the
Company  reported  sales of $204.6  million,  115.4%  higher than sales of $95.0
million for the first nine months of last year. This increase  resulted from the
sale  of 352  motorhomes  at the  Company's  Country  Coach  subsidiary  with no
comparable sales for last year. The Company's National RV subsidiary shipped 325
more Class A  motorhomes  than last year and the average  sales price  increased
16.1% to $67,290  reflecting  strong demand for  higher-priced  motorhomes  with
slide-out rooms.


   Cost of goods sold of $65.7 million for the third quarter of 1997 resulted in
a gross margin of 14.4%  compared to a gross margin of 13.7% for the same period
last year.  Cost of goods sold of $176.8  million  for the first nine  months of
1997 resulted in a gross margin of 13.6% compared to a gross margin of 13.5% for
the same  period last year.  The gross  margin  increase  was due  primarily  to
manufacturing  efficiencies  at  the  Company's  National  RV  subsidiary  which
operated at a 38.4% higher rate of production than last year. Additionally,  the
Company's  Country  Coach  subsidiary  realized a higher gross profit  margin on
their sales which were not included in last year results.

                                      8
<PAGE>


NATIONAL R.V. HOLDINGS, INC.
PART 1, ITEM 2

         MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

   Selling  expense for the third  quarter of 1997  increased to $2.5 million or
3.3% of net sales,  compared  to $0.7  million or 2.6% of net sales for the same
period last year. Selling expense for the first nine months of 1997 increased to
$6.7 million or 3.3% of net sales, compared to $2.4 million or 2.5% of net sales
for the same period last year.  The increase was due primarily to higher selling
expenses at Country Coach which are typical in the Highline market.

   General and administrative expense for the third quarter of 1997 increased to
$1.5 million or 2.0% of net sales, compared to $0.6 million or 2.2% of net sales
for the same period last year. General and administrative  expense for the first
nine months of 1997 increased to $4.3 million or 2.1% of net sales,  compared to
$1.8  million or 1.9% of net sales for the same period last year.  The  increase
was due primarily to the general and administrative expenses of Country Coach.

   Amortization  of intangibles  increased $0.1 million for the third quarter of
1997 and $0.3 million for the first nine months of 1997 due to the Country Coach
acquisition.

   As a result of the foregoing,  operating income for the third quarter of 1997
increased 187.1% to $6.9 million or 9.0% of net sales,  compared to $2.4 million
or 8.9% of net sales for the same  period  last year.  Operating  income for the
first nine months of 1997 increased 90.1% to $16.4 million or 8.0% of net sales,
compared to $8.6 million or 9.1% of net sales for the same period last year.

   Net interest  expense and other  financing  related  costs for the first nine
months of 1997 increased $54,000.

   As a result  of the  foregoing,  income  before  income  taxes  for the third
quarter of 1997 increased to $6.8 million or 8.9% of net sales, compared to $2.4
million or 8.8% of net sales for the same period last year. Income before income
taxes for the first nine months of 1997  increased  to $16.2  million or 7.9% of
net sales,  compared  to $8.5  million or 8.9% of net sales for the same  period
last year.

   Provision  for income  taxes for the third  quarter  of fiscal  1997 was $2.7
million  compared to $1.0 million for the same period last year.  Provision  for
income taxes for the first nine months of 1997 was $6.5 million compared to $3.4
million for the same period last year. The effective tax rate for the first nine
months of 1997 was 40.4%  compared to 40.6% for the same  period last year.  The
decrease was due mainly to apportioning sales to states with lower tax rates.

   As a result  of the  foregoing,  net  income  for the third  quarter  of 1997
increased to $4.1 million or 5.4% of net sales, compared to $1.4 million or 5.2%
of net sales for the same period last year. Net income for the first nine months
of 1997 increased to $9.7 million or 4.7% of net sales, compared to $5.0 million
or 5.3% of net sales for the same period last year.

                                      9
<PAGE>


PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
A.  Exhibits

 99     Forward Looking Statements

B.  Reports on Form 8-K

      None


                                      10
<PAGE>


                                   SIGNATURES

   Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                     NATIONAL R.V. HOLDINGS, INC.
                                            (Registrant)

         Date: November 11, 1997     By /s/ KENNETH W. ASHLEY

                                     Kenneth W. Ashley
                                     Senior Vice President and Chief Financial
                                       Officer (Principal Accounting and Finance
                                       Officer)


                                      11
<PAGE>


Exhibit 99

                           Forward Looking Statements

The  reports of  National  R.V.  Holdings,  Inc.,  a Delaware  corporation  (the
"Registrant"), under the Securities Exchange Act of 1934 contain forward-looking
statements which involve risks and  uncertainties.  The Company's actual results
may differ  significantly  from the  results  discussed  in the  forward-looking
statements.  Factors  that might cause such a  difference  include,  but are not
limited  to,  the  following  considerations:  (i) the  cyclical  nature  of the
recreational  vehicle  industry,  seasonality and potential  fluctuations in the
Registrant's  operating  results;  (ii) the  registrant's  dependence on chassis
suppliers;  (iii) the  integration by the Registrant of acquired  businesses and
the  management  of  growth;   (iv)  potential   liabilities   under  repurchase
agreements;   (v)  competition;   (vi)  government  regulation;   (vii)  product
liability;  (viii)  dependence  on key  personnel;  (ix)  dependence  on certain
dealers  and  concentration  of dealers in certain  regions;  (x)  expansion  of
manufacturing  facilities;  (xi) control by affiliates;  and (xii)  antitakeover
provisions.