SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                                   FORM 10-Q

(Mark One)
{X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2003

{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
                         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 Identification No.)
 incorporation or organization)

 3411 N. Perris Blvd., Perris, California                      92571
 (Address of principal executive offices)                    (Zip Code)

      Registrant's telephone number, including area code: (909) 943-6007

     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 June 30, 2003
Common stock, par value                               9,832,161
$.01 per share

<PAGE>

                          NATIONAL R.V. HOLDINGS, INC.

                                      INDEX

                                                                            PAGE
          PART I - FINANCIAL INFORMATION

Item 1. Consolidated Balance Sheets -
        June 30, 2003 and December 31, 2002                                    3

        Consolidated Statements of Operations -
        Three and Six Months Ended June 30, 2003 and 2002                      4

        Consolidated Statements of Cash Flows -
        Six Months Ended June 30, 2003 and 2002                                5

        Notes to Consolidated Financial Statements                        6 - 10

Item 2. Management's Discussion and Analysis of
        Financial Condition and Results of Operations                    11 - 15

Item 3. Quantitative and Qualitative Disclosures about Market
        Risk                                                                  16

Item 4. Controls and Procedures                                               17

           PART II - OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders                   18

Item 6. Exhibits and Reports on Form 8-K                                      19

        Signature                                                             20



                                       2

<PAGE>

                          NATIONAL R.V. HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEETS
                      (In thousands, except share amounts)

                                                June 30,            December 31,
                                                  2003                  2002
                                              (Unaudited)

    ASSETS
Current assets:
  Cash and cash equivalents.................    $  3,623           $      14
  Trade receivables, less allowance
  for doubtful accounts
  ($238 and $276, respectively).............      11,023               9,829
  Inventories...............................      65,185              72,532
  Deferred income taxes.....................       6,005               6,005
  Income taxes receivable...................           -               7,015
  Prepaid expenses..........................       1,565               2,134
                                            ------------        ------------
    Total current assets....................      87,401              97,529
Property, plant and equipment, net..........      41,985              43,230
Long-term deferred income taxes.............       4,107                 367
Other.......................................         673               1,013
                                            ------------        ------------
                                                $134,166           $ 142,139
                                            ============        ============

    LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Line of credit............................    $      -           $   4,943
  Book overdraft............................           -                 943
  Current portion of long-term debt.........          22                  22
  Accounts payable..........................      19,252              13,483
  Accrued expenses..........................      21,028              22,291
                                            ------------        ------------
    Total current liabilities...............      40,302              41,682
Long-term accrued expenses..................       6,487               6,273
Long-term debt..............................           8                  19
                                            ------------        ------------
Total liabilities                                 46,797              47,974
                                            ------------        ------------

Commitments and contingencies

Stockholders' equity:
  Preferred stock - $.01 par value;
  5,000 shares authorized, 4,000
  issued and outstanding....................           -                   -
  Common stock - $.01 par value; 25,000,000
  shares authorized, 9,832,161 issued and
  outstanding at June 30, 2003 and
  December 31, 2002.........................          98                  98
Additional paid-in capital..................      34,302              34,302
Retained earnings...........................      52,969              59,765
                                            ------------        ------------
  Total stockholders' equity................      87,369              94,165
                                            ------------        ------------
                                            ------------        ------------
                                                $134,166           $ 142,139
                                            ============        ============


                 See Notes to Consolidated Financial Statements.

                                       3

<PAGE>

                          NATIONAL R.V. HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                                   (Unaudited)


                                 Three Months              Six Months
                                Ended June 30,            Ended June 30,
                               2003         2002        2003          2002
Net sales.................   $73,471      $87,466     $151,572      $166,787
Cost of goods sold........    72,805       83,603      151,985       163,177
                            --------     --------     --------      --------
  Gross profit (loss).....       666        3,863         (413)        3,610
Selling expenses..........     2,952        3,398        6,085         6,827
General and administrative
expenses..................     1,958        2,662        4,077         4,570
                            --------     --------     --------      --------
 Operating loss...........    (4,244)      (2,197)     (10,575)       (7,787)
Interest expense and other
income, net...............        55           (4)         219          (309)
                            --------     --------     --------      --------
 Loss before income taxes.    (4,299)      (2,193)     (10,794)       (7,478)
Benefit for income taxes..    (1,592)        (797)      (3,998)       (2,767)
                            --------     --------     --------      --------
 Net loss.................   $(2,707)     $(1,396)    $ (6,796)     $ (4,711)
                            ========     ========     ========      ========
Loss per common share:
 Basic....................   $ (0.28)     $ (0.14)    $  (0.69)     $  (0.48)
 Diluted..................   $ (0.28)     $ (0.14)    $  (0.69)     $  (0.48)

Weighted average number of
shares
 Basic....................     9,832        9,776        9,832         9,747
 Diluted..................     9,832        9,776        9,832         9,747




                 See Notes to Consolidated Financial Statements.


                                       4

<PAGE>

                          NATIONAL R.V. HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

                                                      Six Months
                                                     Ended June 30,
                                                    2003             2002
 Cash flows from operating activities:
  Net loss.....................................  $ (6,796)        $ (4,711)
  Adjustments to reconcile net loss to net
  cash provided by operating activities:
    Depreciation...............................     1,974            1,908
    Gain on asset disposal.....................       -               (348)
    Changes in assets and liabilities:
      Increase in trade receivables............    (1,194)          (8,800)
      Decrease in inventories..................     7,347           17,000
      Decrease in income taxes receivable......     7,015            4,162
      Decrease in prepaid expenses.............       569              766
      Decrease in book overdraft...............      (943)            (608)
      Increase (decrease) in accounts payable..     5,769           (7,009)
      (Decrease) increase in accrued expenses..    (1,049)             498
      Increase in deferred income taxes........    (3,740)            (459)
                                                 --------         --------
    Net cash provided by operating activities..     8,952            2,399
                                                 --------         --------

 Cash flows from investing activities:
  Decrease in other assets.....................       340               66
  Proceeds from sale of assets.................        -             2,424
  Purchases of property, plant and equipment...      (729)          (2,595)
                                                 --------         --------
    Net cash used in investing activities......      (389)            (105)
                                                 --------         --------

 Cash flows from financing activities:
  Net payments on line of credit...............    (4,943)            -
  Principal payments on long-term debt.........       (11)             (11)
  Proceeds from issuance of common stock.......        -             1,074
                                                 --------         --------
    Net cash (used in) provided by financing
    activities.................................    (4,954)           1,063
                                                 --------         --------
 Net increase in cash..........................     3,609            3,357
 Cash, beginning of period.....................        14               22
                                                 --------         --------
 Cash, end of period...........................  $  3,623         $  3,379
                                                 ========         ========



                 See Notes to Consolidated Financial Statements.


                                       5

<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. (NRV) and Country Coach, Inc. (CCI) 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.   Certain
reclassifications,  none of which affected net loss or retained  earnings,  have
been made to prior period amounts to conform to current period presentation.


NOTE 2 - CONTINUATION OF LOSSES

     The Company  experienced a net loss in the second  quarter of 2003 totaling
$2.7  million  and a $6.8  million net loss for the six months  ended June,  30,
2003.  The Company had net losses  totaling  $21.4 million and $11.5 million for
the years ended December 31, 2002 and 2001, respectively. Continued losses could
reduce the Company's  liquidity and cause the Company to reduce its expenditures
on capital improvements,  machinery and equipment, and research and development.
This  could  have  a  negative  effect  on the  Company's  ability  to  maintain
production  schedules,  manufacture  products of high  quality,  and develop and
manufacture  new products that will achieve market  acceptance.  This could,  in
turn, have a negative impact on the Company's sales and earnings. If the Company
continues  to suffer  losses,  the  Company  could be unable  to  implement  its
business  and  financial  strategies  or meet  its  obligations  when  due.  The
Company's  losses in 2002 and 2001 were mainly caused by (i) the  recognition of
the  complete  impairment  of the  Company's  goodwill in 2002,  (ii)  continued
significant discounting to wholesale distributors, (iii) continued high warranty
costs,  (iv) excess  manufacturing  capacity  and related  fixed costs caused by
continued low volumes, and (v) a workers' compensation reserve increase in 2002.
These  factors  were  exacerbated  by weaker  general  economic  conditions  and
declining  consumer  confidence  during  the  period.  Although  2003  has  seen
improvement in warranty costs,  there are no assurances that the conditions that
have resulted in the Company's losses in 2002 and 2001 will not continue through
2003 and beyond.


NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

     In July 2002, the Financial Accounting Standards Board issued SFAS No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146
requires  recognition  of a  liability  for a cost  associated  with  an exit or
disposal activity when the liability is incurred,  as opposed to when the entity
commits to an exit plan under previous guidance. This statement is effective for
exit or disposal  activities  initiated  after  December 31,  2002.  The Company
adopted  SFAS No 146 on  January 1, 2003,  which had no  material  impact on the
Company's consolidated financial statements.


                                       6

<PAGE>

NOTE 4 - CREDIT FACILITY

     The Company has an  asset-based  revolving  credit  facility of $15,000,000
with UPS Capital  Corporation  ("UPSC").  This credit  facility  expires August,
2005.  As  of  June  30,  2003,  $5,310,000  of a  possible  $7,000,000  of  the
line-of-credit  was reserved for a letter of credit  issued to serve as security
for NRV's self-insured  workers'  compensation program, as required by the State
of  California.  The  Company  has  reserved  an  additional  $326,000  from the
line-of-credit for another contingent  liability.  The remaining  $9,364,000 was
available  for  general   corporate  and  working   capital  needs  and  capital
expenditures.  The Company was able to provide alternative  security for its NRV
self insured workers'  compensation  program starting in July 2003. This allowed
for the  removal  of the  letter-of-credit  and  freeing  up  $5,310,000  of the
line-of-credit.  Amounts  borrowed  under the  revolving  credit  facility  bear
interest  at the  prime  rate  listed  in the  Wall  Street  Journal  plus  0.75
percentage points. The credit facility contains, among other provisions, certain
financial  covenants,  including net worth  requirements.  At June 30, 2003, the
full  $9,364,000  was  available for use under this facility and the Company was
not in default with any covenants of its loan  agreement  with UPSC. On February
6, 2003,  the  Company  and UPSC  entered  into a loan  modification  agreement,
increasing the credit  facility from  $15,000,000  to $20,000,000  for a 120-day
period, ending June 6, 2003. This loan modification has now expired.


NOTE 5 - STOCK BASED COMPENSATION

     The Company has six fixed option plans that reserve  shares of common stock
for issuance to executives,  key employees and  directors.  The Company has also
issued fixed options  outside of such plans pursuant to individual  stock option
agreements. Options granted to non-employee directors generally vest immediately
upon grant and expire five to ten years from the date of grant.  Options granted
to employees  generally vest in three equal annual  installments and expire five
years from the date of grant. The price of the options granted pursuant to these
plans will not be less than 100 percent of the market value of the shares on the
date of grant. There were no options granted during 2003 or 2002.

     No  compensation  cost has been  recognized  for these fixed options in the
financial statements. Had compensation cost for the Company's stock option plans
and individual  option agreements been determined based on the fair value rather
than market value at the grant date for awards under those plans and agreements,
the Company's pro forma net loss and pro forma loss per share would have been as
follows:


                                       7

<PAGE>

All amounts in thousands except per share amounts
                                        Three Months             Six Months
                                        Ended June 30,         Ended June 30,
                              ---------------------------- ---------------------
                                        2003       2002       2003        2002
Net Loss  As Reported.............  $ (2,707)  $ (1,396)  $ (6,796)   $ (4,711)
          Total stock-based
          employee compensation
          expense determined
          under fair value
          based method for all
          awards, net of related
          tax effects.............       (83)      (238)      (190)       (592)
                                      ------      -----      -----       -----
          Pro Forma...............  $ (2,790)  $ (1,634)  $ (6,986)   $ (5,240)

Basic Loss per Share
         As Reported..............  $  (0.28)  $  (0.14)  $  (0.69)   $  (0.48)
         Total stock-based
         employee compensation
         expense determined
         under fair value
         based method for all
         awards, net of related
         tax effects..............     (0.01)     (0.02)     (0.02)      (0.06)
                                      ------      -----      -----       -----
         Pro Forma................   $ (0.28)   $ (0.17)  $  (0.71)   $  (0.54)

Diluted Loss per Share
         As Reported..............   $ (0.28)   $ (0.14)  $  (0.69)   $  (0.48)
         Total stock-based
         employee compensation
         expense determined
         under fair value
         based method for all
         awards, net of related
         tax effects..............     (0.01)     (0.02)     (0.02)      (0.06)
                                      ------      -----      -----       -----
         Pro Forma................   $ (0.28)   $ (0.17)  $  (0.71)   $  (0.54)


NOTE 6 - LOSS PER SHARE

     Basic  earnings  per share are based upon the  weighted  average  number of
common shares outstanding during a period.  Diluted earnings per share are based
upon the weighted average number of common shares plus the incremental  dilutive
effect of the  securities  convertible  to common stock.  The  difference in the
shares used to determine basic and diluted EPS is as follows:


                                       8

<PAGE>

Amounts are in thousands
                                   Three Months               Six Months
                                  Ended June 30,            Ended June 30,
                            -------------------------  ------------------------
                                2003         2002         2003         2002
Shares used for basic.......   9,832        9,776        9,832        9,747
Dilutive effect
  Stock options.............     -            -            -            -
  Warrants..................     -            -            -            -
                               -----        -----        -----        -----
Shares used for diluted.....   9,832        9,776        9,832        9,747
                               =====        =====        =====        =====
Shares excluded from EPS
calculation.................      66          773          147          615


NOTE 7 - COMMITMENTS AND GUARANTEES

     As is  customary in the  industry,  the Company  generally  agrees with its
dealers'  lenders to repurchase any unsold RVs if the dealers  become  insolvent
within  one year of the  purchase  of such RVs.  Although  the total  contingent
liability under these agreements approximates $93 million at June 30, 2003, as
with accounts  receivable,  the risk of loss is spread over numerous dealers and
lenders and is further  reduced by the resale value of the RVs which the Company
would be required to  repurchase.  Losses under these  agreements  have not been
material  in the past and  management  does not believe  that any future  losses
under such  agreements  will have a  material  adverse  effect on the  Company's
consolidated financial position or results of operations.

     The Company's warranty reserve is established based on its best estimate of
the amounts  necessary to settle future and existing  claims on products sold as
of  the  balance  sheet  date.  The  Company  records  an  estimate  for  future
warranty-related  costs  based on  recent  actual  warranty  claims.  Also,  the
Company's  recall reserve is  established,  as necessary,  based on management's
estimate of the cost per unit to remedy the problem and the estimated  number of
units that will ultimately be brought in for the repair.


                                       9
<PAGE>


Amounts are in thousands

Three Months Ended June 30, 2003 and 2002

                                 Beginning
                               Balance as of                            Ending
                              March 31, 2003    Additions  Deductions   Balance
            --------------------------------------------------------------------
Warranty Reserve June 30, 2003... $11,570       $1,267       $1,847     $10,990

                                 Beginning
                               Balance as of                            Ending
                              March 31, 2002    Additions  Deductions   Balance
            --------------------------------------------------------------------
Warranty Reserve June 30, 2002... $12,411       $1,524         $631     $13,304


Six Months Ended June 30, 2003 and 2002

                                 Beginning
                               Balance as of                            Ending
                             December 31, 2002  Additions  Deductions   Balance
            --------------------------------------------------------------------
Warranty Reserve June 30, 2003... $11,840       $2,611       $3,461     $10,990

                                 Beginning
                               Balance as of                            Ending
                            December 31, 2001   Additions  Deductions   Balance
            --------------------------------------------------------------------
Warranty Reserve June 30, 2002... $13,016       $2,189       $1,901     $13,304


NOTE 8 - INVENTORIES

Inventories consist of the following (in thousands):

                                June 30,             Dec. 31,
                                  2003                 2002
                               (Unaudited)

      Finished goods......      $ 14,996              $ 20,671
      Work-in-process.....        23,979                25,391
      Raw materials.......        19,823                16,309
      Chassis.............         6,387                10,161
                                --------              --------
                                $ 65,185              $ 72,532
                                ========              ========


                                       10

<PAGE>

NATIONAL R.V. HOLDINGS, INC.
PART I, ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Disclosure Regarding Forward Looking Statements

     This  Quarterly  Report on Form 10-Q  contains  forward-looking  statements
within the  meaning of the  Private  Securities  Litigation  Reform Act of 1995.
Investors  are  cautioned   that   forward-looking   statements  are  inherently
uncertain.  Actual  performance  and  results  may differ  materially  from that
projected or suggested herein due to certain risks and uncertainties  including,
without limitation,  potential  fluctuations in the Company's operating results;
continuation  of losses;  seasonality  and economic  conditions;  dependence  on
certain dealers and  concentration of dealers in certain regions;  dependence on
chassis   suppliers;   potential   liabilities   under  repurchase   agreements;
competition;  government  regulation;  warranty claims;  and product  liability.
Certain  risks and  uncertainties  that  could  cause  actual  results to differ
materially  from that  projected  or  suggested  are set forth in the  Company's
filings  with  the  Securities  and  Exchange  Commission  (the  "SEC")  and the
Company's  public  announcements,  copies of which are available from the SEC or
from the Company upon request.

Liquidity and Capital Resources

     At June 30, 2003, the Company had working capital of $47.1 million compared
to $55.8 million at December 31, 2002.

     The Company's  primary  sources of liquidity are internally  generated cash
from operations and available  borrowings under its credit facility.  During the
first six months of 2003,  the Company  provided  cash from  operations  of $9.0
million,  compared to $2.4 million of cash provided from  operations  during the
first six months of 2002.  This  increase  was due  primarily  to a $7.3 million
decrease in inventories,  a $7.0 million receipt of income taxes receivable, and
an increase of $5.8 million in accounts payable, partially offset by an increase
of $1.2 million in trade receivables,  a $3.7 million increase in deferred taxes
and a $6.8  million net loss that  includes  $2.0 million of  depreciation.  The
increase  in  accounts  payable is  primarily  attributable  to an  increase  in
purchases for the new 2004 model year change over.  The decrease in  inventories
reflects the Company's continuing efforts to manage working capital.

     Net cash used in investing  activities  was $0.4 million for the six months
ended  June 30,  2003.  This  represents  the  purchase  of  property  plant and
equipment  totaling  $0.7  million,  partially  offset by the  decrease in other
assets totaling $0.3 million.

     Net cash used in financing  activities  was $5.0 million for the six months
ended June 30, 2003.  This  represents the pay down of $4.9 million  against the
line-of-credit.

     The Company has an  asset-based  revolving  credit  facility of $15,000,000
with UPS Capital  Corporation  ("UPSC").  This credit  facility  expires August,
2005.  As  of  June  30,  2003,  $5,310,000  of a  possible  $7,000,000  of  the
line-of-credit  was reserved for a letter of credit  issued to serve as security
for NRV's self-insured  workers'  compensation program, as required by the State
of  California.  The  Company  has  reserved  an  additional  $326,000  from the
line-of-credit for another contingent  liability.  The remaining  $9,364,000 was
available  for  general   corporate  and  working   capital  needs  and  capital
expenditures.  The Company was able to provide alternative  security for its NRV
self insured workers'  compensation  program starting in July 2003. This allowed
for the  removal  of the  letter-of-credit  and  freeing  up  $5,310,000  of the
line-of-credit.  Amounts  borrowed  under the  revolving  credit  facility  bear
interest  at the  prime  rate  listed  in the  Wall  Street  Journal  plus  0.75
percentage points. The credit facility contains, among other provisions, certain
financial  covenants,  including net worth  requirements.  At June 30, 2003, the
full  $9,364,000  was  available for use under this facility and the Company was
not in default with any covenants of its loan  agreement  with UPSC. On February
6, 2003,  the  Company  and UPSC  entered  into a loan  modification  agreement,
increasing the credit  facility from  $15,000,000  to $20,000,000  for a 120-day
period, ending June 6, 2003. This loan modification has now expired.

                                       11


<PAGE>

     The Company's  consolidated financial statements have been presented on the
basis  that  it  will  continue  as  a  going-concern,  which  contemplates  the
realization of assets and the  satisfaction  of liabilities in the normal course
of business.  The Company has suffered net losses of $21,422,000 and $11,461,000
and recorded  net income of  $9,956,000  for the years ended  December 31, 2002,
2001 and 2000, respectively. The Company has used cash from operating activities
of  $4,444,000,  $12,630,000  and provided  cash from  operating  activities  of
$26,330,000 for the years ended December 31, 2002, 2001 and 2000, respectively.

     The Company has funded its financial needs primarily through operations and
its existing  line of credit.  At June 30,  2003,  the Company had cash and cash
equivalents of $3.6 million and working  capital of $47.1  million.  The Company
remains  dependent upon its ability to obtain outside  financing  either through
the  issuance of  additional  shares of its common  stock or through  borrowings
until it achieves  sustained  profitability  through a combination  of increased
sales and improved product margins.

     Management intends to start or continue a variety of initiatives to improve
its working capital position,  including i) introduction of new 2004 models with
some product  re-pricing to more competitive  levels, ii) head count rebalancing
to  sustainable  production  levels,  iii) an  engineering  review  of  material
components  for the removal of  non-value  added  items to reduce both  material
costs and assembly  steps,  iv)  continued  focus on improving  quality  through
comprehensive  inspections and timely  reporting of failures,  v)  manufacturing
efficiency  improvements  through  longer  lead times for  production  increases
allowing  better   training  of  new  hires  to  the  direct  work  force,   vi)
non-producing asset dispositions, vii) a substantial reduction in all categories
of inventory,  viii) pursuing the reduction of workers'  compensation  claims at
NRV  through  the use of  consultants,  and  ix)  continuing  to  seek  improved
manufacturing   methods.  The  Company's  success  in  the  execution  of  these
initiatives may have a significant impact on the Company's  liquidity during the
next 12 months.

     The Company believes the combination of internally generated funds, working
capital,  and  unused  borrowing  availability  will be  sufficient  to meet the
Company's planned capital and operational  requirements for at least the next 12
months.  Should the Company require further capital resources during the next 12
months,  it would most likely address such requirement  through a combination of
sales of its  products,  sales of  equity  securities,  and/or  additional  debt
financings.  If  circumstances  changed and additional  capital were needed,  no
assurance can be given that the Company would be able to obtain such  additional
capital resources.

     If  unexpected  events  occur  requiring  the Company to obtain  additional
capital  and it is  unable to do so,  it then  might  attempt  to  preserve  its
available  resources  by  deferring  the  creation  or  satisfaction  of various
commitments,  deferring  the  introduction  of  various  products  or entry into
various markets,  or otherwise scaling back its operations.  If the Company were
unable to raise such  additional  capital or defer  certain  costs as  described
above,  such inability  would have an adverse effect on the financial  position,
results of operations, cash flows and prospects of the Company.

                                       12

<PAGE>

Results of Operations
As a percentage of net sales

                                        Three Months             Six Months
                                       Ended June 30,          Ended June 30,
                                   ----------------------- ---------------------
                                          2003      2002    2003      2002
Net sales............................... 100.0%    100.0%   100.0%    100.0%
Cost of goods sold......................  99.1      95.6    100.3      97.8
                                         -----     -----    -----     -----
  Gross profit(loss)....................   0.9       4.4     (0.3)      2.2
                                         -----     -----    -----     -----
Selling expenses........................   4.0       3.9      4.0       4.1
General and administrative expenses.....   2.7       3.0      2.7       2.7
                                         -----     -----    -----     -----
  Operating loss........................  (5.8)     (2.5)    (7.0)     (4.7)
Interest expense and other income, net..   0.1       0.0      0.1      (0.2)
                                         -----     -----    -----     -----
  Loss before income taxes..............  (5.9)     (2.5)    (7.1)     (4.5)
Benefit for income taxes................  (2.2)     (0.9)    (2.6)     (1.7)
                                         -----     -----    -----     -----
  Net loss..............................  (3.7)%    (1.6)%   (4.5)%    (2.8)%
                                         =====     =====    =====     =====


Amounts are in thousands, except percentages
Net sales
                                   Three Months                Six Months
                                   Ended June 30,             Ended June 30,
                                  Percent Change             Percent Change
                            ------------------------  --------------------------
                                2003            2002     2003             2002
Net sales..................  $73,471 (16.0)% $87,466 $151,572 (9.1)%  $166,787
as a percent of net sales..    100.0%          100.0%   100.0%           100.0%


     Net sales of $73.5 million for the quarter ended June 30, 2003  represent a
decrease of $14.0  million or 16.0% from the same quarter  last year.  Wholesale
unit shipments of the Company's  motorhomes  built on diesel  chassis  decreased
4.8% to 218 units for the second  quarter  2003,  compared to 229 for the second
quarter of the prior year.  Shipments of the Company's  gas  motorhome  products
decreased  9.3% from 323 units for the second  quarter 2002 to 293 units for the
second quarter of 2003.  National RV Class A unit  shipments of combined  diesel
and gas units  declined  3.7% from the second  quarter of 2002 Unit sales of the
Company's  towable products fell by 8.5% to 475 units in the second quarter 2003
from 519 units in the same  period in 2002.  However,  revenue  for the  towable
product  segment  increased  3.4% during the second quarter 2003 compared to the
second  quarter 2002.  Revenue of the Company's  Country Coach brand  "highline"
motorhomes  declined  33.0% during the second quarter 2003 while the National RV
brand  motorhome  revenue  decreased  5.7%  compared to the prior year's  second
quarter.  This revenue  reduction  for the Country Coach  subsidiary  reflects a
significant sale of the Company's Prevost Conversion brand product upon re-entry
to the market in the second  quarter  2002.  Decreased  demand for the Company's
higher line diesel products  further  contributed to the decline in income.  For
the six months  ended June 30,  2003 net sales of $151.6  million  represents  a
decrease  of $15.2  million  or 9.1%  compared  to the same  period  last  year.
Wholesale  unit  shipments of the Company's  motorhomes  built on diesel chassis
decreased  17.9%  from 554 units in the six months  ended  June 30,  2002 to 455
units for the  comparable  period  this year.  Shipments  of the  Company's  gas
motorhomes  increased  20.2% to 625 units during the first six months,  105 more
than last year for the same period. Unit sales of the Company's towable products
decreased  2.0% from 883 units  during the first six months of 2002 to 865 units
during the comparable period this year.

                                       13

<PAGE>

Cost of goods sold
                                   Three Months                Six Months
                                   Ended June 30,              Ended June 30,
                                   Percent Change              Percent Change
                         ---------------------------- --------------------------
                                 2003            2002      2003            2002
Cost of goods sold..........  $72,805 (12.9)% $83,603  $151,985 (6.9)% $163,177
as a percent of net sales...     99.1%           95.6%    100.3%           97.8%



     Cost of goods sold for the quarter  ended June 30, 2003  decreased by $10.8
million or 12.9% from the  comparable  period last year. The decrease in cost of
goods sold was primarily due to a decrease in sales, and a reduction in warranty
costs, offset by an increase in the workers' compensation expense at the Perris,
CA location,  production inefficiencies at the Junction City, OR location due to
the  introduction of the new Inspire and the 2004 model year change over.  These
are the primary  factors that led to a 0.9% gross margin for the second  quarter
2003  compared to a 4.4% gross  margin for the same  period  last year.  Cost of
goods  sold for the first six  months of 2003  decreased  $11.1  million or 6.9%
compared to the same period last year. The decrease is mainly  attributable to a
decrease in sales,  partially offset by workers'  compensation expense increases
and production inefficiencies during the first six months of 2003.


Amounts are in thousands, except percentages
Selling expenses
                                   Three Months              Six Months
                                   Ended June 30,            Ended June 30,
                                   Percent Change            Percent Change
                          ----------------------------  ------------------------
                                 2003           2002     2003             2002
Selling expenses...........    $2,952 (13.1)% $3,398   $6,085  (10.9)%  $6,827
as a percent of net sales..       4.0%           3.9%     4.0%             4.1%


     Selling  expenses  totaled $3.0 million or 4.0% of net sales for the second
quarter 2003  compared to $3.4 million or 3.9% of net sales for the same quarter
last  year.  Additionally,  for the six  months  ended  June  30,  2003  selling
expenses,  as a  percentage  of net  sales  for the six  months  ended  June 30,
remained flat at 4.0% compared to 4.1% for the same period last year.


Amounts are in thousands, except percentages
General and administrative expenses
                                    Three Months             Six Months
                                    Ended June 30,           Ended June 30,
                                    Percent Change           Percent Change
                           --------------------------- -------------------------
                                 2003           2002      2003            2002
General and administrative
expenses...................    $1,958 (26.4)% $2,662    $4,077 (10.8)%  $4,570
as a percent of net sales..       2.7%          3.0%      2.7%            2.7%

                                       14

<PAGE>

     General and  administrative  expenses totaling $2.0 million for the quarter
ended June 30, 2003  decreased  $0.7  million or 26.4% from the same period last
year.  As a  percentage  of  net  sales,  general  and  administrative  expenses
decreased  to 2.7% from 3.0% for the same period last year.  The second  quarter
2002 reflected the impact of an employment  related legal settlement  reached in
that quarter.  An  employment  related  legal  settlement  reached in the second
quarter 2002 was the primary  reason for the change from the  comparable  period
this  year.Additionally,  for the six months  ended June 30,  2003  general  and
administrative  expenses,  as a percentage  of net sales  remained  flat at 2.7%
compared to 2.7% for the same period last year.

Amounts are in thousands, except percentages
Interest expense and other income, net
                                          Three Months            Six Months
                                         Ended June 30,          Ended June 30,
                                         Percent Change          Percent Change
                                 -------------------------- --------------------
                                        2003          2002   2003          2002
Interest expense and other income, net.. $55 (1,475.0)%$(4)  $219 (179.0)%$(309)
as a percent of net sales............... 0.1%         (0.0)%  0.1%        (0.2)%


     Net  interest  expense and other  income for the three months ended June 30
2003 and 2002 was $0.06 million and $(0.004)  million and as a percentage of net
sales was 0.1% and 0.0%  respectively.  Additionally,  for the six months  ended
June 30 these amounts are $0.2 million and $(0.3) million and as a percentage of
net sales  increased  to 0.1%  from  (0.2)%.  The $0.2  million  represents  the
interest  expense  from the credit  facility  and the $(0.3)  million  gain is a
result of the sale of the Company's airplane.


Amounts are in thousands, except percentages
Benefit for income taxes
                                 Three Months                Six Months
                                 Ended June 30,              Ended June 30,
                                 Percent Change              Percent Change
                       ----------------------------- ---------------------------
                                2003          2002      2003             2002
Benefit for income taxes..... $(1,592) 99.7% $(797)  $(3,998)  44.5%  $(2,767)
as a percent of net sales        (2.2)%       (0.1)%    (2.6)%           (1.7)%


     The  benefit for income  taxes for the three and six months  ended June 30,
2003 was $1.6 million and $4.0 million, respectively.  Additionally, the benefit
from income  taxes for the three and six months ended June 30, 2002 was $797 and
$2,767,respectively.  The  effective tax rate for the three and six months ended
June 30, 2003 and 2002 was 37.0%.


                                       15

<PAGE>


NATIONAL R.V. HOLDINGS, INC.
PART I, ITEM 3 - Quantitative and Qualitative Disclosures about Market Risk

     The  Company is exposed to  interest  rate risk from  borrowings  under the
revolving credit facility.  However,  there were no borrowings outstanding under
this credit facility as of June 30, 2003.




                                       16

<PAGE>

NATIONAL R.V. HOLDINGS, INC.
PART I, ITEM 4 - CONTROLS AND PROCEDURES

     The Company maintains  disclosure controls and procedures that are designed
to ensure that  information  required to be disclosed in the  Company's  reports
under the  Securities  Exchange  Act of 1934 (the  "Exchange  Act") is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
SEC's rules and forms, and that such information is accumulated and communicated
to the Company's  management,  including its Chief  Executive  Officer and Chief
Financial Officer, as appropriate,  to allow timely decisions regarding required
disclosure  based  closely  on  the  definition  of  "disclosure   controls  and
procedures"  in Exchange Act Rule  13a-14(c).  In designing and  evaluating  the
disclosure controls and procedures,  management recognized that any controls and
procedures,  no  matter  how  well  designed  and  operated,  can  provide  only
reasonable assurance of achieving the desired control objectives.

     As of the end of the quarter  covered by this Report,  the Company  carried
out an  evaluation,  under the  supervision  and with the  participation  of the
Company's  management,  including the Company's Chief Executive  Officer and the
Company's  Chief  Financial  Officer,  of the  effectiveness  of the  design and
operation of the  Company's  disclosure  controls and  procedures.  Based on the
foregoing,  the Company's  Chief Executive  Officer and Chief Financial  Officer
concluded that the Company's disclosure controls and procedures were effective.

     There have been no significant  changes in the Company's  internal controls
over financial  reporting  during the three months ended June 30, 2003 that have
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.

                                       17

<PAGE>

NATIONAL R.V. HOLDINGS, INC.
PART II - OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     On June 9, 2003, the Company held its 2003 Annual  Meeting of  Stockholders
(the "Annual  Meeting").  The matters  voted upon at the Annual  Meeting and the
votes cast for such matters were as follows:

     1. The Company's  stockholders elected Doy B. Henley and James B. Roszak as
        Class III  directors.  Voting for the  nominees  was as follows:
        Doy B. Henley; 9,184,564 shares FOR and 109,970 shares WITHHELD; and
        James B. Roszak; 9,183,164 shares FOR and 111,370 shares  WITHHELD.  The
        continuing  Directors for National R.V.  Holdings,  Inc.  include:
        Bradley C. Albrechtsen, Robert B. Lee, Greg McCaffrey, Wayne M. Mertes,
        and Stephen M. Davis.

     2. The   Company's    stockholders    approved   the    appointment    of
        PricewaterhouseCoopers LLP as the Company's auditor for the current
        fiscal year. For the appointment of PricewaterhouseCoopers  LLP as the
        Company's auditor, the vote was 9,243,574 shares FOR; 10,700 shares
        AGAINST and 40,260 shares ABSTAINING.

                                       18

<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        A. Exhibits

     31.1  Certification  of Chief Executive  Officer pursuant to Section 301 of
           the Sarbanes-Oxley Act of 2002.

     31.2  Certification  of Chief Financial  Officer pursuant to Section 301 of
           the Sarbanes-Oxley Act of 2002.

     32.1  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
           to Section 906 of the Sarbanes-Oxley Act of 2002.



        B. Form 8-K

     (1)   On May 22, 2003, the Company  filed a  Current  Report  on Form  8-K
           furnishing under Item 12 the Company's financial results for the
           first quarter of 2003.

                                       19

<PAGE>



SIGNATURE



     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: August 13, 2003                             By /s/ MARK D. ANDERSEN

                                                  Mark D. Andersen
                                                  Chief Financial Officer
                                                  (Principal Accounting and
                                                   Financial Officer)


                                       20