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, 1999

{ } 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 3, 1999
-----                                       -------------------------------
Common stock, par value                              10,498,886
$.01 per share





                                       1
<PAGE>


                          NATIONAL R.V. HOLDINGS, INC.

                                    FORM 10-Q

                               September 30, 1999

                                      INDEX



                                                                          Page
PART 1 - FINANCIAL INFORMATION

Item 1.    Financial Statements
           Consolidated Balance Sheet -
           September 30, 1999 and December 31, 1998                         3

           Consolidated Statement of Income -
           Three and Nine Months Ended September 30, 1999 and 1998          4

           Consolidated Statement of Cash Flows -
           Nine Months Ended September 30, 1999 and 1998                    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 - 13

Item 3.    Quantitative and Qualitative Disclosures about Market Risk       14

PART II - OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K                                 15

           Signature                                                        16




                                       2
<PAGE>


                          NATIONAL R.V. HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEET
                          (In thousands except shares)
<TABLE>
<CAPTION>
                                                 September 30,    December 31,
                                                     1999             1998
                              ASSETS
<S>                                           <C>               <C>
Current Assets:
  Cash                                              $ 31,457          $ 10,446
  Trade receivables, less allowance for
      doubtful accounts of $188                       22,204            20,719
  Inventories                                         58,709            46,832
  Deferred income taxes                                4,663             3,883
  Prepaid expenses                                     3,200               809
                                              --------------    --------------
      Total current assets                           120,233            82,689
Goodwill                                               6,681             7,365
Property, plant and equipment, net                    29,681            24,341
Other                                                  1,235             3,344
                                              --------------    --------------
                                                   $ 157,830         $ 117,739
                                              ==============    ==============

              LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
  Current portion of long-term debt                     $ 20             $ 166
  Accounts payable                                    19,396             8,771
  Accrued expenses                                    15,083            10,272
                                              --------------    --------------
      Total current liabilities                       34,499            19,209
Deferred income taxes                                  2,391             2,341
Long-term debt                                            90             1,700
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, 10,488,886 and 10,322,837 issued and
    outstanding, respectively                            105               103
Additional paid-in capital                            46,402            44,645
Accumulated earnings                                  74,343            49,741
                                              --------------    --------------
  Total stockholders' equity                         120,850            94,489
                                              --------------    --------------
                                                   $ 157,830         $ 117,739
                                              ==============    ==============
</TABLE>



                 See Notes to Consolidated Financial Statements

                                      3
<PAGE>


                          NATIONAL R.V. HOLDINGS, INC.
                        CONSOLIDATED STATEMENT OF INCOME
                      (In thousands except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                   Three Months               Nine Months
                               Ended September 30,        Ended September 30,
                                1999        1998           1999          1998
<S>                         <C>           <C>          <C>           <C>

Net sales                    $ 108,947    $ 96,403      $ 317,267     $ 267,562
Cost of goods sold              89,333      81,124        263,520       225,596
                            ----------   ---------     ----------    ----------
   Gross profit                 19,614      15,279         53,747        41,966

Selling expenses                 3,079       2,842          8,403         8,117
General and administrative
  expenses                       1,648       1,684          5,382         4,710
Amortization of intangibles        103         103            310           310
                            ----------   ---------     ----------    ----------
   Operating income             14,784      10,650         39,652        28,829
Other expense (income):
  Interest expense                   -          24             28           129
  Interest income                 (381)       (110)          (974)         (269)
  Other                             11          (3)          (373)          220
                            ----------   ---------     ----------    ----------
  Income before income taxes    15,154      10,739         40,971        28,749
  Provision for income taxes     6,134       4,138         16,369        11,403
                            ----------   ---------     ----------    ----------
Net income                     $ 9,020     $ 6,601       $ 24,602        17,346

Earnings per common share
   and common equivalent
   shares:
     Basic                      $ 0.86      $ 0.65         $ 2.37        $ 1.76
     Diluted                    $ 0.82      $ 0.57         $ 2.20        $ 1.52
Weighted average number
   of shares:
     Basic                      10,448      10,113         10,392         9,861
     Diluted                    11,054      11,498         11,185        11,409
</TABLE>










                 See Notes to Consolidated Financial Statements

                                       4
<PAGE>
                          NATIONAL R.V. HOLDINGS, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                           Nine Months
                                                       Ended September 30,
                                                      1999              1998
<S>                                              <C>               <C>
Cash flows from operating activities:
  Net income                                        $ 24,602          $ 17,346
  Adjustments to reconcile net income
    to net cash provided
    by operating activities:
      Depreciation expense                             1,781             1,333
      Amortization of intangibles                        310               310
      Gain on asset disposal                            (387)                -
      Tax benefit related to exercise of
         stock options                                   900                 -
      Increase in trade receivables                   (1,485)          (14,225)
      Increase in inventories                        (11,877)           (1,961)
      (Increase) decrease in prepaid expenses         (2,391)               41
      Increase in accounts payable                    10,625             5,792
      Increase in accrued expenses                     4,811             3,954
      Increase in deferred income taxes                 (730)           (1,333)
                                                 -----------       -----------
        Net cash provided by operating activities     26,159            11,257

Cash flows from investing activities:
  Increase in other assets                               (68)             (194)
  Purchases of property, plant and equipment          (7,094)           (3,397)
  Distributions from Dune Jet Services, LP             2,912                 -
                                                 -----------       -----------
         Net cash used in investing activities        (4,250)           (3,591)

Cash flows from financing activities:
  Principal payments on long-term debt                (1,756)           (5,349)
  Proceeds from issuance of common stock                 857             4,323
                                                 -----------       -----------
         Net cash used in financing activities          (899)           (1,026)
                                                 -----------       -----------
         Net increase in cash                         21,010             6,640
Cash beginning of period                              10,446             3,542
                                                 -----------       -----------
Cash end of period                                  $ 31,456          $ 10,182
                                                 ===========       ===========

</TABLE>






                 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>
<CAPTION>
                             Preferred        Common Stock    Paid-in   Accumulated
                               Stock      Shares     Amount   Capital    Earnings      Total
                             ---------  ----------  -------   --------   ----------  ---------
<S>                          <C>        <C>           <C>      <C>       <C>         <C>
Balance, December 31, 1998   $      -   10,322,837    $ 103    $44,645   $ 49,741    $  94,489
 Common Stock issued upon
   exercise of warrants                        295                   3                       3
 Common Stock issued under
   option plan                             165,754        2        854                     856
 Tax benefit related to
   exercise of stock options                                       900                     900
 Net income                                                                24,602       24,602
                             --------   ----------    -----    -------   --------    ---------
Balance, June 30, 1999       $      -   10,488,886    $ 105    $46,402   $ 74,343    $ 120,850
                             ========   ==========    =====    =======   ========    =========
</TABLE>




























                 See Notes to Consolidated Financial Statements

                                       6
<PAGE>


                          NATIONAL R.V. HOLDINGS, INC.
                   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.   All   significant
intercompany   accounts   and   transactions   have  been   eliminated   in  the
consolidation.  The balance  sheet data as of December 31, 1998 was derived from
audited financial statements,  but does not include all disclosures contained in
the Company's Annual Report to Stockholders. 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 Company's  Annual Report to Stockholders and notes
thereto contained in the Company's latest annual report on Form 10-K.

NOTE 2 - INVENTORIES

   Inventories consist of the following:
<TABLE>
<CAPTION>
                                    September 30,        December 31,
                                        1999                 1998
                                    ------------        -------------
          <S>                       <C>                  <C>
          Finished goods            $ 12,556,000         $ 11,112,000
          Work-in-process             14,726,000           13,815,000
          Raw materials               14,900,000           12,477,000
          Chassis                     16,527,000            9,428,000
                                    ------------         ------------
                                    $ 58,709,000         $ 46,832,000
                                    ============         ============
</TABLE>














                                       7
<PAGE>
                  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statements  contained  in this  Quarterly  Report  on  Form  10-Q  that  are not
historical  facts are  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,  the cyclical
nature  of  the  recreational   vehicle  industry;   seasonality  and  potential
fluctuations in the Company's operating results; the pricing and availability of
gasoline; the Company's dependence on chassis suppliers;  the integration by the
Company  of  acquired  businesses  and  the  management  of  growth;   potential
liabilities under repurchase  agreements;  competition;  government  regulation;
product  liability;  and  dependence  on certain  dealers and  concentration  of
dealers in certain regions. The reader should carefully consider,  together with
the other  matters  referred to herein,  the factors set forth under the caption
"Factors That May Affect  Future  Operating  Results." The Company  cautions the
reader, however, that these factors may not be exhaustive.

Liquidity and Capital Resources
-------------------------------
At September 30, 1999, the Company had working capital of $85.7 million compared
to $63.5 million at December 31, 1998. Net cash provided by operating activities
was $26.2  million for the nine months ended  September  30,  1999,  compared to
$11.3  million for the same period in 1998.  Increases  in net income,  accounts
payable and accrued  expenses  were offset by  increases  in trade  receivables,
inventories,  and  prepaid  expenses.  Inventories  were  up  $11.9  million  at
September  30, 1999 over their  December  31, 1998 levels.  Of that total,  $7.1
million related to chassis inventory increases resulting from a build up of Ford
chassis in anticipation of a reduced  allocation from Ford over the next several
quarters.  Furthermore,  additional diesel chassis were on hand at September 30,
1999 in anticipation of the introduction of two new diesel motorhome products at
the National RV, Inc. subsidiary in the fourth quarter of 1999.

Cash used in investing  activities was $4.3 million compared to $3.6 million for
the comparable  period last year.  However,  purchases of property,  plant,  and
equipment were $7.1 million  compared to $3.4 million for the comparable  period
last year. This increase was offset by a $2.9 million distribution in respect to
the Company's limited partnership interest in Dune Jet Services, LP. The Company
expects that its limited partnership interest in Dune Jet Services will be fully
liquidated during 1999.

Cash used in financing activities was $0.9 million compared $1.0 million for the
comparable period last year.

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.


                                       8
<PAGE>
Results of Operations
---------------------
Net sales for the third quarter of 1999 increased by $12.5 million or 13.0% from
the comparable  period last year. For the first nine months of 1999, the Company
reported sales of $317.3 million,  18.6% higher than sales of $267.6 million for
the first nine  months of last year.  The  Company's  Country  Coach  subsidiary
shipped 448 Class A motorhomes  for the nine months  ending  September  30, 1999
compared to 419 for the same time period last year.  The National RV  subsidiary
shipped 2,615 Class A motorhomes and 300  fifth-wheel  units for the nine months
ending September 30, 1999 compared to 2,334 and 297, respectively,  for the same
time period last year.  The average  sales price for Class A  motorhomes  at the
National RV subsidiary  increased 8.5% to $76,801  reflecting  strong demand for
higher-priced diesel motorhomes and motorhomes with slide-out rooms. The average
sales price for Class A motorhomes  at the Country  Coach  subsidiary  increased
5.9% to $226,244, also reflecting stronger demand for higher-priced units.

Cost of goods sold of $89.3  million for the third quarter of 1999 resulted in a
gross  margin of 18.0%  compared to a gross  margin of 15.8% for the same period
last year.  Cost of goods sold of $263.5  million  for the first nine  months of
1999 resulted in a gross margin of 16.9% compared to a gross margin of 15.7% for
the same period last year.  The  increase  was due  primarily  to  manufacturing
efficiencies resulting from increased production volume at both subsidiaries.

Selling  expense for the third quarter of 1999 increased to $3.1 million or 2.8%
of net sales,  compared to $2.8 million or 2.9% of net sales for the same period
last year.  Selling  expense for the first nine months of 1999 increased to $8.4
million or 2.6% of net sales,  compared to $8.1 million or 3.0% of net sales for
the same  period  last  year.  The  decrease  as a  percentage  of net sales was
primarily  due to a change  in the  method  of  calculating  commissions  at the
National RV subsidiary.

General and  administrative  expense for the third quarter of 1999  decreased to
$1.6 million or 1.5% of net sales, compared to $1.7 million or 1.7% of net sales
for the same period last year. General and administrative  expense for the first
nine months of 1999 increased to $5.4 million or 1.7% of net sales,  compared to
$4.7 million or 1.8% of net sales for the same period last year.

As a result of the  foregoing,  operating  income for the third  quarter of 1999
increased  38.8% to $14.8  million  or 13.6%  of net  sales,  compared  to $10.7
million or 11.0% of net sales for the same  period last year.  Operating  income
for the first nine months of 1999  increased  37.5% to $39.7 million or 12.5% of
net sales,  compared to $28.8  million or 10.8% of net sales for the same period
last year.

Interest expense for the first nine months of 1999 decreased  $101,000  compared
to the same  period last year due to the  retirement  of debt.  Interest  income
increased  $705,000 for the nine months due to an increase in cash. Other income
of $373,000 for the first nine months of 1999 is  comprised  primarily of a gain
of $362,000 from the distribution of the investment in Dune Jet Services, LP, as
noted above.

As a result of the  foregoing,  income before income taxes for the third quarter
of 1999  increased  to $15.2  million or 13.9% of net sales,  compared  to $10.7
million  or 11.1% of net sales for the same  period  last  year.  Income  before
income  taxes for the first nine months of 1999  increased  to $41.0  million or
12.9% of net sales, compared to $28.7 million or 10.7% of net sales for the same
period last year.

                                       9
<PAGE>
Provision for income taxes for the third quarter of fiscal 1999 was $6.1 million
compared to $4.1  million for the same  period last year.  Provision  for income
taxes for the first  nine  months of 1999 was $16.4  million  compared  to $11.4
million for the same period last year.

As a result of the foregoing, net income for the third quarter of 1999 increased
36.6% to $9.0 million or 8.3% of net sales,  compared to $6.6 million or 6.8% of
net sales for the same period last year. Net income for the first nine months of
1999  increased  41.8% to $24.6 million or 7.8% of net sales,  compared to $17.3
million or 6.5% of net sales for the same period last year.

IMPACT OF THE YEAR 2000 ISSUE
-----------------------------
The Year 2000 Issue is the result of computer  programs  being written using two
digits rather than four to define the applicable  year.  Computer  programs that
have date  sensitive  software may recognize a date using "00" as the year 1900,
rather than the year 2000. To be in "Year 2000  compliance"  a computer  program
must be written using four digits to define years.  As a result,  before the end
of 1999,  computer systems and/or software used by many companies may need to be
upgraded  to comply  with  such  "Year  2000"  requirements.  Without  upgrades,
computer systems could fail or miscalculate  causing  disruptions of operations,
including,  among other things, a temporary  inability to process  transactions,
send invoices or engage in similar normal business activities.

The  Company  has  identified  its Year 2000 risk in four  categories:  internal
computer hardware infrastructure,  application software (including a combination
of  "canned"   software   applications   and  internally   written  or  modified
applications  for  both  financial  and  non-financial   uses),   imbedded  chip
technology,  and  third-party  suppliers and customers.  The Company's Year 2000
risk  project  phases  consist of  assessment  of  potential  year 2000  related
problems,  development of strategies to mitigate those problems,  remediation of
the affected systems,  and internal  certification  that the process is complete
through  documentation and testing of remediation efforts. None of the Company's
other  information  technology  (IT)  projects  has  been  delayed  due  to  the
implementation of its Year 2000 project.

INTERNAL  COMPUTER  HARDWARE  INFRASTRUCTURE  The certification and upgrading of
computer  hardware  is  substantially  complete  with only a number of  personal
computers  remaining to be tested.  Such testing will be completed by the middle
of the fourth quarter.

APPLICATION  SOFTWARE  The  Company  completed  the  analysis,   upgrading,  and
certification  of all  applications  software  during  the  third  quarter.  All
applications have been certified as Year 2000 compliant.

IMBEDDED  CHIP  TECHNOLOGY  The Year 2000 risk also exists  among other types of
machinery and equipment  that use imbedded  computer  chips or  processors.  For
example:  phone  systems,  security alarm systems,  or other  manufacturing  and
diagnostic equipment may contain computer chips that rely on date information to
function properly.  The Company completed the certification of its imbedded chip
technology in the third quarter of 1999.

                                       10
<PAGE>
THIRD-PARTY  SUPPLIERS  AND CUSTOMERS  The  third-party  suppliers and customers
category  includes  completing  all  phases  of the Year  2000  project  using a
prioritized list of third-parties most critical to the Company's  operations and
communicating  with them about their plans and progress  toward  addressing  the
Year  2000  problem.   The  most  significant   third-party   relationships  and
dependencies  exist  with  financial  institutions,   along  with  suppliers  of
materials,  communication  services,  utilities,  and supplies.  The Company has
completed its validation  process  regarding  critical  third-parties'  state of
readiness for Year 2000.

COSTS The Company has not incurred any significant costs in relation to the Year
2000 compliance project.

RISKS  Although the Company  expects its Year 2000 project to reduce the risk of
business  interruptions due to the Year 2000 problem,  there can be no assurance
that these  results  will be  achieved.  Failure to correct a Year 2000  problem
could  result in an  interruption  in, or failure of,  certain  normal  business
activities or operations.  Factors that give rise to uncertainty include failure
to identify all  susceptible  systems,  failure by third  parties to address the
Year 2000  problem  whose  systems or  products,  directly  or  indirectly,  are
depended on by the Company,  loss of personnel  resources  within the Company to
complete the Year 2000  project,  or other  similar  uncertainties.  Based on an
assessment of the Company's  current state of readiness with respect to the Year
2000 problem,  the Company  believes that the most reasonably  likely worst case
scenario  would  involve  the  noncompliance  of one or  more  of the  Company's
third-party financial institutions or key suppliers.  Such an event could result
in a material disruption to the Company's operations.  Specifically, the Company
could  experience  an  interruption  in its ability to collect funds from dealer
finance  companies,  process  payments to  suppliers,  and receive key  material
components from suppliers thus slowing or interrupting  the production  process.
If this were to occur it  could,  depending  on its  duration,  have a  material
impact on the Company's business, results of operations, financial condition and
cash flows.

FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS
------------------------------------------------
POTENTIAL  FLUCTUATIONS  IN OPERATING  RESULTS The  Company's  net sales,  gross
margin and operating results may fluctuate  significantly  from period to period
due to factors  such as the mix of  products  sold,  the  ability to utilize and
expand manufacturing resources efficiently, material shortages, the introduction
and consumer acceptance of new models offered by the Company,  competition,  the
addition or loss of dealers,  the timing of trade shows and rallies, and factors
affecting  the  recreational  vehicle  industry  as a whole.  In  addition,  the
Company's  overall gross margin on its products may decline in future periods to
the  extent  the  Company  increases  its sales of lower  gross  margin  towable
products or if the mix of motor coaches sold shifts to lower gross margin units.
Due to  the  relatively  high  selling  prices  of the  Company's  products  (in
particular,  its High-Line Class A motor coaches),  a relatively small variation
in  the  number  of  recreational  vehicles  sold  in  any  quarter  can  have a
significant effect on sales and operating results for that quarter.

CYCLICALITY AND SEASONALITY The RV industry has been  characterized by cycles of
growth and  contraction  in  consumer  demand,  reflecting  prevailing  economic
conditions which affect disposable income for leisure-time activities.  Concerns
about the availability and price of gasoline,  decreases in consumer confidence,
increases in interest rates and reductions in available  financing have had, and
may in the future have, an adverse impact on RV sales.  Seasonal  factors,  over
which the  Company  has no  control,  also have an effect on the  demand for the
Company's  products.  Demand in the RV industry declines over the winter season,
while sales are generally highest during the spring and summer months.

                                       11
<PAGE>
INTEGRATION  OR ACQUIRED  BUSINESS;  MANAGEMENT OF GROWTH   One of the Company's
objectives  is to  acquire  businesses  in the RV  industry  or  related  areas.
Successfully accomplishing this goal depends upon a number of factors, including
the  Company's  ability  to  find  suitable  acquisition  candidates,  negotiate
acquisitions on acceptable terms, retain key personnel of the acquired entities,
hire  and  train  other  competent  managers,  and  effectively  and  profitably
integrate the operations of the acquired  businesses into the Company's existing
operations.  The  process  of  integrating  acquired  businesses  may  require a
significant   amount  of  resources  and  management   attention,   which  could
temporarily detract attention from the day-to-day  business of the Company.  The
Company's  ability to manage its growth  effectively will require it to continue
to improve its  operational,  financial and management  information  systems and
controls, and to attract, retain, motivate and manage employees effectively. The
failure of the Company to manage growth in its business effectively could have a
material adverse effect on the financial  condition and results of operations of
the Company.

EXPANSION OF MANUFACTURING FACILITIES  In 1999, the Company purchased additional
land in Perris,  California,  Junction City,  Oregon,  and Hillsborough  County,
Florida for planned expansion of manufacturing and service facilities. There can
be no assurance that such  facilities or future  additional  facilities  will be
able to meet the manufacturing  needs of the Company or that the Company will be
able to attract and retain qualified  technical,  supervisory and  manufacturing
personnel  required  in order to  operate  such  facility  in an  effective  and
efficient manner.

DEPENDENCE ON  CERTAIN  DEALERS;  CONCENTRATION OF  DEALERS IN  CERTAIN  REGIONS
Although no one dealer  accounted  for more than 10% of the  Company's net sales
during the year ended December 31, 1998 and the nine months ended  September 30,
1999, the Company's top ten dealers  accounted for  approximately 44% and 42% of
the Company's  sales during the year ended December 31, 1998 and the nine months
ended September 30, 1999,  respectively.  The loss by the Company of one or more
of these dealers could have a material adverse effect on the Company's financial
condition and results of operations.  In addition,  a significant portion of the
Company's  sales is from  dealers  located in states in the western  part of the
United States.  Consequently, a general downturn in economic conditions or other
material events in such region could  materially  adversely affect the Company's
sales.

DEPENDENCE ON CHASSIS SUPPLIERS   One of the  principal  components  used in the
manufacture  of  motorhomes  and bus  conversions  is the chassis and bus shell,
respectively,  which  include  the  engine,  drive  train  and  other  operating
components.  Although Country Coach manufactures  chassis used in certain of its
products,  the  Company  obtains  the  required  chassis for most of its Class A
motorhomes  from a limited number of  manufacturers  and the required bus shells
from Prevost Corporation. Prevost is the only manufacturer of bus shells used in
the Company's bus  conversions  and there is only one other  manufacturer of bus
shells in North America. As is standard in the industry,  arrangements with such
suppliers  permit them to terminate their  relationship  with the Company at any
time. Lead times for the delivery of chassis  frequently  exceed five weeks, and
the RV industry as a whole has from time to time experienced temporary shortages
of chassis.  In the second quarter of 1999, Ford announced a temporary reduction
in the availability of a particular  chassis that the Company uses in several of
its current models. The reduced allocation is set to begin in the fourth quarter
of 1999. The Company presently believes that its expected  allocation of chassis
is  sufficient  to enable  the  growth  planned  for these  models  and does not
presently foresee operating difficulties with respect to this issue. However, if
any of the Company's  suppliers were to discontinue  the  manufacture of chassis
utilized by the Company in the manufacture of its Class A motorhomes, materially
reduce  their  availability  to the RV industry in general or limit or terminate
their  availability  to the Company in  particular,  the business and  financial
condition of the Company could be materially and adversely affected.

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<PAGE>
POTENTIAL LIABILITIES UNDER REPURCHASE AGREEMENTS  As is common in the industry,
the Company enters into repurchase  agreements  with the financing  institutions
used by its dealers to finance their purchases.  These  agreements  obligate the
Company to purchase a dealer's  inventory  under  certain  circumstances  in the
event of a default by the dealer to its lender.  The risk of loss,  however,  is
spread over many  dealers and is further  reduced by the resale value of the RVs
that the Company would be required to  repurchase.  Although  losses under these
agreements have not been  significant in the past, if the Company were obligated
to  repurchase  a  significant  number of RVs in the future,  it could result in
losses and a reduction in new RV sales.  The  Company's  contingent  obligations
under repurchase agreements vary from period to period and totaled approximately
$88 million as of December 31, 1998.

COMPETITION The Company competes with numerous manufacturers, many of which have
multiple  product  lines  of RVs,  are  larger  and have  substantially  greater
financial and other resources than the Company. According to an industry source,
the  two  largest   motorhome   manufacturers   had  sales  aggregating  42%  of
industry-wide  retail  unit  sales of  Class A  motorhomes  for the  year  ended
December 31,  1998.  In addition,  sales of used RVs provide  competition  to RV
manufacturers.

GOVERNMENT REGULATION   The Company is subject to the provisions of the National
Traffic and Motor  Vehicle  Safety Act (the "Motor  Vehicle Act") and the safety
standards for RVs and components which have been  promulgated  thereunder by the
Department  of  Transportation.  The Motor Vehicle Act  authorizes  the National
Highway  Traffic Safety  Administration  ("NHTSA") to require a manufacturer  to
recall and repair vehicles which contain certain hazards or defects. The Company
has from time to time instituted  voluntary  recalls of certain motorhome units,
none of which had a material adverse effect on the Company.  The Company is also
subject to numerous state consumer  protection laws and regulations  relating to
the operation of motor vehicles, including so-called "Lemon Laws."

The Company's  manufacturing  operations are subject to a variety of federal and
state  environmental  regulations  relating  to the  use,  generation,  storage,
treatment,  emissions,  and disposal of hazardous materials and wastes and noise
pollution.  Such laws and  regulations  are becoming more  stringent,  and it is
likely that future  amendments to these  environmental  statutes and  additional
regulations  promulgated  thereunder  will be  applicable  to the  Company,  its
manufacturing  operations  and its  products in the  future.  The failure of the
Company to comply with present or future regulations could result in fines being
imposed on the Company,  potential civil and criminal  liability,  suspension of
production or  operations,  alterations to the  manufacturing  process or costly
cleanup or capital expenditures.

PRODUCT LIABILITY   The  Company  maintains  product  liability  insurance  with
coverage in amounts  which  management  believes  is  reasonable.  To date,  the
Company has been successful in obtaining  product  liability  insurance on terms
the Company considers  acceptable.  Given the nature of the Company's  business,
product liability in excess of the Company's  insurance  coverage,  if incurred,
could have a material adverse effect on the Company.

ANTITAKEOVER PROVISIONS   Certain  provisions  of the Company's  Certificate  of
Incorporation,  as well as Delaware corporate law and the Company's  Stockholder
Rights Plan (the "Rights Plan"), may be deemed to have anti-takeover effects and
may delay, defer or prevent a takeover attempt that a stockholder might consider
in its best  interest.  Such  provisions  also may adversely  affect  prevailing
market  prices  for the  Common  Stock.  Certain  of such  provisions  allow the
Company's Board of Directors to issue, without additional  stockholder approval,
preferred  stock having rights senior to those of the Common Stock. In addition,
the  Company is subject to the  anti-takeover  provisions  of Section 203 of the
Delaware General Corporation Law, which prohibits the Company from engaging in a
"business  combination"  with an "interested  stockholder" for a period of three
years after the date of the transaction in which the person became an interested
stockholder, unless the business combination is approved in a prescribed matter.
In August 1996, the Company  adopted the Rights Plan,  pursuant to which holders
of the Common Stock  received a  distribution  of rights to purchase  additional
shares of Common Stock,  which rights become  exercisable upon the occurrence of
certain events.

                                       13
<PAGE>

       Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.











































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<PAGE>


PART II - OTHER INFORMATION
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

A.       Exhibits
      None

B.       Reports on Form 8-K

      None































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<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, 1999                     By /s/ BRADLEY C. ALBRECHTSEN

                                                  Bradley C. Albrechtsen
                                                  Chief Financial Officer,
                                                  Treasurer, and Assistant
                                                  Secretary (Principal
                                                  Accounting and Finance
                                                  Officer)






















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