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

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

                For the quarterly period ended September 30, 2002

    { } 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 October 15, 2002
           -----                               -------------------------------
   Common stock, par value                               9,832,161
       $.01 per share


                                       1

<PAGE>


                          NATIONAL R.V. HOLDINGS, INC.

                                      INDEX

                         PART 1 - FINANCIAL INFORMATION                   PAGE
                         -------------------------------                  ----

Item 1.    Consolidated Balance Sheets -
           September 30, 2002 and December 31, 2001                        3

           Consolidated Statements of Operations -
           Three and Nine Months Ended September 30, 2002 and 2001         4

           Consolidated Statements of Cash Flows -
           Nine Months Ended September 30, 2002 and 2001                   5

           Notes to Consolidated Financial Statements                    6 - 7

Item 2.    Management's Discussion and Analysis of
           Financial Condition and Results of Operations                 8 - 10

Item 3.    Quantitative and Qualitative Disclosures about Market Risk      11

Item 4.    Controls and Procedures                                         12

                               PART II - OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K                                13

           Signature                                                       14

           Certification of Principal Officers                          15 - 16


                                       2

<PAGE>


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


                                                      September 30, December 31,
                                                          2002          2001
                                                        --------      --------
                                                       (Unaudited)

                                     ASSETS
Current assets:
  Cash and cash equivalents..........................   $  1,957      $     22
  Trade receivables, less allowance for doubtful
    accounts ($256 and $224, respectively)...........     13,853        16,378
  Inventories........................................     77,377        85,385
  Deferred income taxes..............................      7,294         7,267
  Income taxes receivable............................      4,698         6,688
  Prepaid expenses...................................      3,092         1,647
                                                        --------      --------
    Total current assets.............................    108,271       117,387

Goodwill, net........................................        -           6,126
Property, plant and equipment, net...................     44,415        45,257
Other................................................        796         1,012
                                                        --------      --------
                                                        $153,482      $169,782
                                                        ========      ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Book overdraft.....................................   $  4,177      $    608
  Line of credit.....................................      1,114           -
  Current portion of long-term debt..................         22            20
  Accounts payable...................................     19,436        29,480
  Accrued expenses...................................     24,611        21,750
                                                        --------      --------
    Total current liabilities........................     49,360        51,858

Deferred income taxes................................      3,037         3,469
Long-term debt.......................................         25            43
                                                        --------      --------
Total liabilities....................................     52,422        55,370
                                                        --------      --------

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 and 9,718,025 issued
    and outstanding, respectively....................         98            97
  Additional paid-in capital.........................     34,297        33,128
  Retained earnings..................................     66,665        81,187
                                                        --------      --------
    Total stockholders' equity.......................    101,060       114,412
                                                        --------      --------
                                                        $153,482      $169,782
                                                        ========      ========


                 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          Nine Months
                                        Ended September 30,  Ended September 30,
                                        ------------------   ------------------
                                          2002      2001       2002      2001
                                        --------  --------   --------  --------
Net sales.............................  $ 72,417  $ 66,901   $239,204  $210,302
Cost of goods sold....................    72,461    70,395    235,639   206,055
                                        --------  --------   --------  --------
  Gross (loss) profit.................       (44)   (3,494)     3,565     4,247
                                        --------  --------   --------  --------
Selling expenses......................     4,126     3,989     10,953    10,263
General and administrative expenses...     1,673     2,334      6,242     6,873
Amortization of intangibles...........       -         104        -         311
Impairment of goodwill................     6,126       -        6,126       -
                                        --------  --------   --------  --------
  Operating loss......................   (11,969)   (9,921)   (19,756)  (13,200)
Interest income and other expense, net         6       (72)      (302)     (461)
                                        --------  --------   --------  --------
  Loss before income taxes............   (11,975)   (9,849)   (19,454)  (12,739)
Benefit for income taxes..............    (2,164)   (3,745)    (4,931)   (4,866)
                                        --------  --------   --------  --------
  Net loss............................  $ (9,811) $ (6,104)  $(14,523) $ (7,872)
                                        ========  ========   ========  ========
Loss per common share:
  Basic...............................  $  (1.00) $  (0.63)  $  (1.49) $  (0.81)
  Diluted.............................  $  (1.00) $  (0.63)  $  (1.49) $  (0.81)

Weighted average number of shares
  Basic...............................     9,825     9,688      9,774     9,671
  Diluted.............................     9,825     9,688      9,774     9,671


                 See Notes to Consolidated Financial Statements.


                                       4

<PAGE>


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


                                                              Nine Months
                                                          Ended September 30,
                                                            2002        2001
                                                          --------    --------
Cash flows from operating activities:
  Net loss..............................................  $(14,523)   $ (7,872)
  Adjustments to reconcile net loss to net cash
  provided by (used in) operating activities:
    Depreciation........................................     2,847       2,859
    Amortization of intangibles.........................       -           311
    Impairment of goodwill..............................     6,126         -
    Gain on asset disposal..............................      (359)        -
    Changes in assets and liabilities:
      Decrease in trade receivables.....................     2,525         829
      Decrease (increase) in inventories................     8,008     (21,152)
      Decrease in income taxes receivable...............     1,990         -
      Increase in prepaid expenses......................    (1,445)       (274)
      Increase in book overdraft........................     3,569         -
      (Decrease) increase in accounts payable...........   (10,044)      5,866
      Increase in accrued expenses......................     2,861       2,482
      Decrease in deferred income taxes.................      (459)        -
                                                          --------    --------
    Net cash provided by (used in) operating activities      1,096     (16,951)
                                                          --------    --------
Cash flows from investing activities:
  Decrease in other assets..............................       216          29
  Proceeds from sale of assets..........................     2,424         -
  Purchases of property, plant and equipment............    (4,069)     (3,974)
                                                          --------    --------
    Net cash used in investing activities...............    (1,429)     (3,945)
                                                          --------    --------
Cash flows from financing activities:
  Net advances under line of credit.....................     1,114       5,000
  Principal payments on long-term debt..................       (16)        (16)
  Proceeds from issuance of common stock................     1,170         500
                                                          --------    --------
    Net cash provided by financing activities...........     2,268       5,484
                                                          --------    --------
Net increase (decrease) in cash.........................     1,935     (15,411)
Cash, beginning of period...............................        22      16,696
                                                          --------    --------
Cash, end of period.....................................  $  1,957    $  1,285
                                                          ========    ========


                 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. 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 (in thousands):

                                                    September 30,  December 31,
                                                        2002           2001
                                                      --------       --------
                                                     (Unaudited)

Finished goods.....................................   $ 18,311       $ 21,525
Work-in-process....................................     28,480         32,415
Raw materials......................................     17,616         18,176
Chassis............................................     12,970         13,269
                                                      --------       --------
                                                      $ 77,377       $ 85,385
                                                      ========       =========


NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

     In July 2001, the Financial  Accounting  Standards Board (FASB) issued SFAS
142,  "Goodwill  and Other  Intangible  Assets."  SFAS 142,  which  changes  the
accounting  for  goodwill  from an  amortization  method  to an  impairment-only
approach,  is effective for fiscal years  beginning after December 15, 2001. Due
to the recent  sustained  decline in the price of the  Company's  common  stock,
resulting  from the Company's  third quarter loss,  which was  unexpected by the
market,  the Company  performed  interim  testing for  goodwill  impairment  and
determined  it necessary to recognize  the complete  impairment of its goodwill.
This  impairment  totaled $6.1 million for the quarter ended September 30, 2002.
The fair  value of the  reporting  unit was  estimated  using  the  value of the
Company,  as indicated by the recent  average  stock price,  apportioned  to the
business units and increased by a hypothetical control premium.

     If the Company had adopted SFAS 142  effective  January 1, 2001,  net loss,
basic loss per share and  diluted  loss per share for the three and nine  months
ended September 30, 2001 would have been as follows:


                                       6

<PAGE>


NATIONAL R.V. HOLDINGS, INC.
PART I, ITEM 1
(Continued)

                                            Three Months     Nine Months
                                               Ended            Ended
                                            September 30,    September 30,
                                           (in thousands)   (in thousands)
                                              --------         --------
                                                2001             2001
                                              --------         --------
Reported net loss........................     $ (6,104)        $ (7,872)
Add back: goodwill amortization,
 net of tax effect.......................           64              192
                                              --------         --------
Adjusted net loss........................     $ (6,040)        $ (7,680)
                                              ========         ========
Basic and diluted loss per share:
Reported net loss........................     $  (0.63)        $  (0.81)
Goodwill amortization....................         0.01             0.02
                                              --------         --------
Adjusted net loss........................     $  (0.62)        $  (0.79)
                                              ========         ========

NOTE 4 - CREDIT FACILITY

     On August 29, 2002,  the Company  entered into a secured  revolving  credit
facility in the amount of $15,000,000 with UPS Capital Corporation,  of which up
to $7,000,000 is available for a letter-of-credit  with the State of California,
serving  as  security  for  the  Company's  self-insured  workers'  compensation
program.  Currently, the required letter-of-credit reserve amount is $5,310,077.
At September 30, 2002, $1,114,139 was outstanding under this facility.


NOTE 5 - RECOURSE ON DEALER FINANCING

     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  the  term  of the  curtailment  period  as  defined  in  the  repurchase
agreement. Curtailment periods typically expire within twelve to eighteen months
of the  purchase  of such  RVs by the  dealer.  Although  the  total  contingent
liability  under these  agreements  approximates  $98.3 million at September 30,
2002,  the risk of loss is spread  over  numerous  dealers  and  lenders  and is
further  reduced  by the  resale  value  of the RVs that  the  Company  would be
required to repurchase.  Losses under these  agreements  have been negligible in
the past and  management  believes that any future losses under such  agreements
will not have a significant  effect on the  consolidated  financial  position or
results of operations of the Company.


                                       7

<PAGE>


NATIONAL R.V. HOLDINGS, INC.
PART 1, 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,  the cyclical nature of the recreational  vehicle industry;
seasonality and potential  fluctuations in the Company's operating results;  the
Company's   dependence  on  chassis  suppliers;   potential   liabilities  under
repurchase  agreements;  competition;  government  regulation;  warranty claims;
product  liability;  and  dependence  on certain  dealers and  concentration  of
dealers in certain  regions.  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 (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 September  30, 2002,  the Company had working  capital of $58.9  million
compared to $65.5 million at December 31, 2001.

     Net cash  provided by  operating  activities  was $1.1 million for the nine
months  ended  September  30,  2002  compared  to net  cash  used  in  operating
activities of $17.0 million for the comparable  period last year. The change was
primarily due to an $8.0 million  decrease in inventories at September 30, 2002,
compared to a $21.2 million increase in inventories last year,  partially offset
by a $10.0  million  decrease in accounts  payable for the period  compared to a
$5.9 million increase in accounts payable last year. The decrease in inventories
reflects  the  Company's  continuing  efforts  to manage  working  capital.  The
decrease in accounts payable reflects the Company's continuing efforts to become
more current  with its  suppliers  in order to take  advantage of early  payment
discounts.

     Net cash used in investing  activities was $1.4 million for the nine months
ended  September 30, 2002  compared to net cash used in investing  activities of
$3.9 million for the  comparable  period last year. The change was primarily due
to the sale of the Company's airplane in the first quarter of 2002.

     Net cash  provided by  financing  activities  was $2.3 million for the nine
months  ended  September  30, 2002  compared to net cash  provided by  financing
activities of $5.5 million for the  comparable  period last year. The change was
mainly due to the Company  advancing  $1.1 million  under its line of credit for
the nine months ended September 30, 2002 compared to the Company  advancing $5.0
million for the comparable period last year.

     The Company has a revolving credit facility of $15,000,000 with UPS Capital
Corporation,  of which up to $7,000,000 is available for a letter-of-credit with
the State of  California,  serving as security  for the  Company's  self-insured
workers' compensation program.  Currently, the required letter-of-credit reserve
amount is $5,310,077.  At September 30, 2002,  $1,114,139 was outstanding  under
this facility.


                                       8

<PAGE>


R.V. HOLDINGS, INC.
PART 1, ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(Continued)

     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.

Results of Operations

     Net  sales of $72.4  million  for the  quarter  ended  September  30,  2002
represent  an increase of $5.5  million or 8.2% from the same quarter last year,
attributable  principally  to price  increases on the Company's  2003 model year
motorhomes  resulting from significant  modifications to those units.  Wholesale
unit shipments of the Company's  motorhomes  built on diesel  chassis  decreased
11.0% to 211 units for the third  quarter  2002,  compared  to 237 units for the
third quarter of the prior year. This decline is mainly due to an  industry-wide
slowing in retail  demand  for the  highline  segment  of the  diesel  motorhome
market.  Shipments of the Company's gas motorhome products increased 6.4% to 232
units in the current  quarter from 218 units in last year's third quarter.  Unit
sales of the Company's towable products increased 4.6% to 383 units in the third
quarter  2002 from 366 units in the same  period  in 2001.  For the nine  months
ended  September 30, 2002, net sales of $239.2 million  represent an increase of
$28.9 million,  or 13.7%  compared to the same period last year,  reflecting the
Company's  model  year 2003  price  increases  referred  to above as well as the
Company's partial sharing in the overall industry-wide  rebound.  Wholesale unit
shipments of the Company's  motorhomes built on diesel chassis increased 3.0% to
765 units  during  the first  nine  months,  22 more than last year for the same
period.  Shipments of the Company's gas motorhome products increased 6.5% to 752
units during the first nine months,  46 more than last year for the same period.
Unit sales of the Company's towable products  increased 27.9% to 1,266 units for
the first nine months, from 990 units for the same period last year.

     Cost of goods sold for the quarter ended  September  30, 2002  increased by
$2.1  million or 2.9% from the  comparable  period last year.  The  increase was
primarily due to the increase in sales,  significantly  offset by a reduction in
warranty  expense.  Additionally for the third quarter ended September 30, 2002,
the gross margin  improved by 5.1% to -0.1% compared to a -5.2% gross margin for
the same period last year.  The gross margin  improvement  was mainly due to the
previously  mentioned  decrease in warranty expense and increase in price on the
Company's  2003  model  year  motorhomes,   partially  offset  by  manufacturing
inefficiencies  stemming from  operating at reduced  production  rates.  Cost of
goods sold for the first nine months of 2002  increased  14.4% to $235.6 million
from $206.1  million for the same period last year.  The increase was mainly due
to the increase in sales.  The gross profit margin for the nine months decreased
to 1.5% compared to 2.0% for the same period last year.

     Selling  expenses of $4.1 million for the quarter ended  September 30, 2002
was an increase of $0.1 million or 3.4% over the same period last year.  For the
nine months  ended  September  30,  2002,  selling  expenses  increased to $11.0
million, a 6.7% increase from the same period last year.  Additionally,  for the
nine months ended September 30, 2002,  selling expenses,  as a percentage of net
sales,  decreased  to 4.6% from 4.9% for the same period last year due to higher
sales over which to spread the fixed selling expenses.


                                       9

<PAGE>


NATIONAL R.V. HOLDINGS, INC.
PART 1, ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(Continued)

     General and  administrative  expenses for the quarter  ended  September 30,
2002 decreased $0.7 million to $1.7 million,  or 28.3% from the same period last
year. For the nine months ended September 30, 2002,  general and  administrative
expenses  decreased  $0.6 million to $6.2 million,  or 9.2% from the same period
last year.  Additionally,  for the nine months ended September 30, 2002, general
and administrative  expenses,  as a percentage of net sales,  decreased to 2.6%,
from 3.3% for the same period last year due to personnel  reductions  and higher
sales  over  which to spread  the fixed  general  and  administrative  expenses.
Excluding a $0.6 million legal  settlement  reached with four former National RV
sales employees during the second quarter,  general and administrative  expenses
were only 2.4% of net sales for the nine months ended September 30, 2002.

     As  required  by SFAS 142 and as  mentioned  above,  the  recent  sustained
decline in the price of the  Company's  common  stock  required  the  Company to
recognize the complete impairment of its goodwill,  totaling $6.1 million in the
third  quarter  of 2002.  Additionally,  application  of SFAS 142  required  the
Company to suspend  the  amortization  of  goodwill  after  December  31,  2001.
Consequently,  the nine-month  period ended  September 30, 2002 does not reflect
any goodwill amortization.

     Other expense for the quarter ended  September 30, 2002 was $6,000 compared
to other  income of $0.1  million for the same  period  last year.  For the nine
months ended September 30, 2002,  other income  decreased to $0.3 million,  from
$0.5  million for the same period last year.  The decrease was due to a decrease
in interest  income,  partially  offset by a gain  recognized on the sale of the
Company's airplane in the first quarter of 2002.

     The benefit for income taxes for the three and nine months ended  September
30,  2002 was  $2.2  million  and  $4.9  million,  respectively.  Excluding  the
impairment of goodwill,  which is not deductible for tax purposes, the effective
tax rate for the nine months  ended  September  30,  2002 was 37.0%  compared to
38.2% for the same period last year.

     As a result,  the  Company's  net loss for the three and nine months  ended
September  30, 2002 was $9.8 million  ($6.1  million of which is  impairment  of
goodwill)  and $14.5  million ($6.1 million of which is impairment of goodwill),
compared to a net loss of $6.1 million and $7.9 million,  respectively,  for the
same periods last year.


                                       10

<PAGE>


NATIONAL R.V. HOLDINGS, INC.
PART 1, ITEM 3 - Quantitative and Qualitative Disclosures about Market Risk

     Information about market risks for the nine months ended September 30, 2002
does not differ materially from that discussed under Item 7A of the registrant's
Annual Report on Form 10-K for the year ended December 31, 2001.


                                       11

<PAGE>


NATIONAL R.V. HOLDINGS, INC.
PART 1, 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 (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.

     Within 90 days prior to the date of 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
or in other  factors  that  could  significantly  affect the  internal  controls
subsequent to the date the Company completed its evaluation.


                                       12

<PAGE>


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

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     A. Exhibits

     99.1 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)  A report  dated  August  29,  2002  was  filed on  September  6,  2002
          announcing,  under Item 5 thereof, a new $15,000,000 secured revolving
          credit  facility  agreement  made  between the Company and UPS Capital
          Corporation.

     (2)  A report  dated  September  23,  2002 was  filed on  October  1,  2002
          announcing, under Item 5 thereof, the resignation of Michael Jacque as
          President of National  R.V.,  Inc. and Executive Vice President of the
          Company.  The Company  also  announced  the  appointments  of Wayne M.
          Mertes and Robert B. Lee as  President  of  National  R.V.,  Inc.  and
          Country Coach, Inc., respectively.


                                       13

<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: November 12, 2002                     By /s/ MARK D. ANDERSEN

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


                                       14

<PAGE>


CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Bradley C. Albrechtsen, certify that:

1.   I have  reviewed  this  quarterly  report  on Form  10-Q of  NATIONAL  R.V.
     HOLDINGS, INC.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;
          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and
          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):
          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and
          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: November 12, 2002                           /s/ BRADLEY C. ALBRECHTSEN
                                                  --------------------------
                                                  Bradley C. Albrechtsen
                                                  Chief Executive Officer
                                                  and President


                                       15

<PAGE>


CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Mark D. Andersen, certify that:

1.   I have  reviewed  this  quarterly  report  on Form  10-Q of  NATIONAL  R.V.
     HOLDINGS, INC.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;
          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and
          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):
          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and
          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: November 12, 2002                           /s/ MARK D. ANDERSEN
                                                  --------------------
                                                  Mark D. Andersen
                                                  Chief Financial Officer
                                                  (Principal Accounting and
                                                   Financial Officer)


                                       16