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 March 31, 2002

                                       or

    { } 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 April 17, 2002
           -----                               -----------------------------
   Common stock, par value                               9,720,155
       $.01 per share


                                       1

<PAGE>


                          NATIONAL R.V. HOLDINGS, INC.

                                      INDEX

                                                                          PAGE
                         PART 1 - FINANCIAL INFORMATION

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

           Consolidated Statements of Operations -
           Three Months Ended March 31, 2002 and 2001                       4

           Consolidated Statements of Cash Flows -
           Three Months Ended March 31, 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 - 9

Item 3.    Quantitative and Qualitative Disclosures about Market Risk      10

                               PART II - OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K                                11

           Signature                                                       12


                                       2

<PAGE>


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


                                                         March 31,  December 31,
                                                           2002         2001
                                                         ---------   ---------
                                                        (Unaudited)
                                 ASSETS
Current assets:
  Cash and cash equivalents ...........................  $   1,850   $      22
  Trade receivables, less allowance for doubtful
    accounts ($264 and $224, respectively) ............     24,014      16,378
  Inventories .........................................     67,322      85,385
  Deferred income taxes ...............................      7,267       7,267
  Income taxes receivable .............................      7,826       6,688
  Prepaid expenses ....................................      1,306       1,647
                                                         ---------   ---------
    Total current assets ..............................    109,585     117,387

Goodwill, net .........................................      6,126       6,126
Property, plant and equipment, net ....................     43,642      45,257
Other .................................................        954       1,012
                                                         ---------   ---------
                                                         $ 160,307   $ 169,782
                                                         =========   =========
                  LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Book overdraft ......................................  $     -     $     608
  Current portion of long-term debt ...................         22          20
  Accounts payable ....................................     24,637      29,480
  Accrued expenses ....................................     21,028      21,750
                                                         ---------   ---------
    Total current liabilities .........................     45,687      51,858

Deferred income taxes .................................      3,469       3,469
Long-term debt ........................................         36          43
                                                         ---------   ---------
Total liabilities .....................................     49,192      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, 9,720,155 and 9,718,025 issued
    and outstanding, respectively .....................         97          97
    Additional paid-in capital ........................     33,147      33,128
    Retained earnings .................................     77,871      81,187
                                                         ---------   ---------
      Total stockholders' equity ......................    111,115     114,412
                                                         ---------   ---------
                                                         $ 160,307   $ 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
                                                            Ended March 31,
                                                         ----------------------
                                                            2002         2001
                                                         ---------    ---------
Net sales .............................................  $  79,320    $  62,380
Cost of goods sold ....................................     79,574       60,187
                                                         ---------    ---------
  Gross (loss) profit .................................       (254)       2,193
                                                         ---------    ---------
Selling expenses ......................................      3,429        3,039
General and administrative expenses ...................      1,908        2,364
Amortization of intangibles ...........................        -            103
                                                         ---------    ---------
  Operating loss ......................................     (5,591)      (3,313)

Interest income and other expense, net ................       (305)        (220)
                                                         ---------    ---------
  Loss before income taxes ............................     (5,286)      (3,093)
Benefit for income taxes ..............................     (1,970)      (1,198)
                                                         ---------    ---------
  Net loss ............................................  $  (3,316)   $  (1,895)
                                                         =========    =========
Loss per common share:
   Basic ..............................................  $   (0.34)   $   (0.20)
   Diluted ............................................  $   (0.34)   $   (0.20)

Weighted average number of shares:
   Basic ..............................................      9,719        9,663
   Diluted ............................................      9,719        9,663


                 See Notes to Consolidated Financial Statements.


                                       4

<PAGE>


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


                                                              Three Months
                                                             Ended March 31,
                                                         ----------------------
                                                            2002         2001
                                                         ---------    ---------
Cash flows from operating activities:
  Net loss ............................................  $  (3,316)   $  (1,895)
  Adjustments to reconcile net loss to net cash
  provided by (used in) operating activities:
    Depreciation ......................................        978          926
    Amortization of intangibles .......................        -            103
    Gain on asset disposal ............................       (348)         -
    Changes in assets and liabilities:
      Increase in trade receivables ...................     (7,636)      (1,836)
      Decrease (increase) in inventories ..............     18,063       (8,895)
      Increase in income taxes receivable .............     (1,138)         -
      Decrease in prepaid expenses ....................        341          432
      Decrease in book overdraft ......................       (608)         -
      (Decrease) increase in accounts payable .........     (4,843)         215
      (Decrease) increase in accrued expenses .........       (722)       2,969
                                                         ---------    ---------
    Net cash provided by (used in) operating activities        771       (7,981)
                                                         ---------    ---------
Cash flows from investing activities:
  Decrease in other assets ............................         58          -
  Proceeds from sale of assets ........................      2,424          -
  Purchases of property, plant and equipment ..........     (1,438)      (2,986)
                                                         ---------    ---------
    Net cash provided by (used in) investing activities      1,044       (2,986)
                                                         ---------    ---------
Cash flows from financing activities:
  Principal payments on long-term debt ................         (5)          (5)
  Proceeds from issuance of common stock ..............         18          -
                                                         ---------    ---------
    Net cash provided by (used in) financing activities         13           (5)
                                                         ---------    ---------
  Net increase (decrease) in cash .....................      1,828      (10,972)
  Cash, beginning of period ...........................         22       16,696
                                                         ---------    ---------
  Cash, end of period .................................  $   1,850    $   5,724
                                                         =========    =========


                 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):

                                                         March 31,  December 31,
                                                           2002         2001
                                                         ---------   ---------
                                                        (Unaudited)

Finished goods ........................................  $  18,932   $  21,525
Work-in-process .......................................     26,342      32,415
Raw materials .........................................     15,639      18,176
Chassis ...............................................      6,409      13,269
                                                         ---------   ---------
                                                         $  67,322   $  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. The
Company has begun a preliminary  review of goodwill to determine the impact that
adoption of this Standard will have on its  consolidated  financial  statements.
Such a determination  will be made within the six months  permitted by the FASB.
However,  beginning  January 1, 2002, and in accordance  with the Standard,  the
Company  discontinued  goodwill  amortization  which results in the reduction of
approximately $413,000 of operating expenses per year.

     If the Company had adopted SFAS 142  effective  January 1, 2001,  net loss,
basic loss per share and diluted loss per share would have been as follows:


                                       6

<PAGE>


                                                          Three Months Ended
                                                                March 31,
                                                             (in thousands)
                                                         ----------------------
                                                            2002         2001
                                                         ---------    ---------
Reported net loss .....................................  $  (3,316)   $  (1,895)
Add back: goodwill amortization, net of tax effect ....        -             63
                                                         ---------    ---------
Adjusted net loss .....................................  $  (3,316)   $  (1,832)
                                                         =========    =========
Basic loss per share:
Reported net loss .....................................  $   (0.34)   $   (0.20)
Goodwill amortization .................................        -           0.01
                                                         ---------    ---------
Adjusted net loss .....................................  $   (0.34)   $   (0.19)
                                                         =========    =========
Diluted loss per share:
Reported net loss .....................................  $   (0.34)   $   (0.20)
Goodwill amortization .................................        -           0.01
                                                         ---------    ---------
Adjusted net loss .....................................  $   (0.34)   $   (0.19)
                                                         =========    =========


NOTE 4 - CREDIT FACILITY

     As of March 31, 2002,  the Company was in default  with  certain  financial
covenants of its loan agreement with Bank of America  National Trust and Savings
Association;  however,  no amounts were  outstanding  under this facility.  As a
result,  Bank of America may  restrict  the  Company  from  borrowing  any funds
available  under the  facility,  and there can be no assurance  that the Company
will be able to utilize  the  facility  any  longer.  The  Company is  currently
investigating  other  banks to replace  this  revolving  credit  facility  which
expires on August 1, 2002.


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  one year of the  purchase  of such RVs.  Although  the total  contingent
liability under these agreements  approximates $101.7 million at March 31, 2002,
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 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 March 31,  2002,  the  Company  had  working  capital  of $63.9  million
compared to $65.5 million at December 31, 2001.

     Net cash  provided by operating  activities  was $0.8 million for the three
months ended March 31, 2002 compared to net cash used in operating activities of
$8.0 million for the  comparable  period last year. The change was due primarily
to an $18.1  million  decrease in  inventories  mostly  offset by a $7.6 million
increase in trade receivables, a $4.8 million decrease in accounts payable and a
$3.3  million  net loss  for the  quarter.  The  increase  in trade  receivables
reflects  the timing of the recent  Family Motor Coach  Association  trade show,
which occurred in late March 2002.

     Net cash  provided by investing  activities  was $1.0 million for the three
months ended March 31, 2002 compared to net cash used in investing activities of
$3.0 million for the  comparable  period last year. The change was due primarily
to the sale of the Company's airplane in February of 2002.

     Net cash provided by financing  activities was $13,000 for the three months
ended March 31, 2002 compared to net cash used in financing activities of $5,000
for the comparable period last year.

     The Company  has a revolving  credit  facility of  $9,977,356  with Bank of
America, N.A., of which $5,310,077 is reserved for a letter-of-credit,  required
by the State of California,  serving as security for NRV's self-insured workers'
compensation  program. At March 31, 2002, no amounts were outstanding under this
facility;  however,  the Company was in default with certain financial covenants
of the loan  agreement.  As a result,  Bank of America may  restrict the Company
from  borrowing  any funds  available  under the  facility,  and there can be no
assurance that the Company will be able to utilize the facility any longer.  The
Company is currently  investigating other banks to replace this revolving credit
facility which expires on August 1, 2002.

     The Company  believes the  combination  of internally  generated  funds and
working  capital will be sufficient to meet the  Company's  planned  capital and
operational requirements for at least the next 12 months.


                                       8

<PAGE>


Results of Operations

     Net sales of $79.3 million for the quarter  ended March 31, 2002  represent
an  increase  of $16.9  million  or  27.1%  from the  same  quarter  last  year,
attributable to an industry-wide rebound in recreational vehicle shipments,  the
Company's  decision to fulfill a high  percentage  of the  higher-priced  diesel
motorhomes  and the  Company's  wholesale  market  share  gain.  Wholesale  unit
shipments of the Company's motorhomes built on diesel chassis increased 41.9% to
325 units for the first quarter  2002,  compared to 229 for the first quarter of
the prior year. Shipments of the Company's gas motorhome products decreased 7.5%
from 213  units for the first  quarter  2001 to 197 units for the first  quarter
2002.  This  decline  reflects  the  Company's  decision to dedicate  additional
manufacturing  capacity to fulfilling National RV brand diesel motorhome orders.
Unit sales of the Company's towable products increased 35.8% to 364 units in the
first quarter 2002 from 268 units in the same period in 2001.

     Cost of goods sold for the quarter ended March 31, 2002  increased by $19.4
million  or 32.2%  from the  comparable  period  last  year.  The  increase  was
primarily  due to the  increase in sales.  Additionally,  model year  changeover
costs and  inefficiencies  stemming from operating at reduced  production  rates
were the most  significant  factors  leading to a negative gross margin of -0.3%
for the quarter compared to a positive 3.5% for the same period last year. Other
factors  which  affected  gross  profits in the first  quarter of 2002  included
significant,  but  declining,  discounting  on Country Coach  products to reduce
excess inventory,  the relocation of National RV towables to a new facility, and
the recognition of certain costs related to the  discontinuation  of the Prevost
bus conversion product line.

     Selling  expenses  for the  quarter  ended March 31,  2002  increased  $0.4
million or 12.8% over the same period last year.  As a percentage  of net sales,
selling expenses  decreased to 4.3%, from 4.9% for the same period last year due
to higher sales over which to spread the fixed selling expenses.

     General and  administrative  expenses for the quarter  ended March 31, 2002
decreased  $0.5 million or 19.3% from the same period last year. As a percentage
of net sales,  general and administrative  expenses decreased to 2.4%, from 3.8%
for the same  period  last year due to  personnel  reductions  and due to higher
sales over which to spread the fixed general and administrative expenses.

     Due to the discontinuance of goodwill amortization as required by SFAS 142,
there will no longer be a $0.1 million quarterly amortization expense.

     Other income for the quarter ended March 31, 2002 was $0.3 million compared
to $0.2 million for the same period last year. The increase was due primarily to
the gain recognized on the sale of the Company's airplane, partially offset by a
decrease in interest income.

     The benefit for income taxes for the quarter  ended March 31, 2002 was $2.0
million compared to a benefit of $1.2 million for the same period last year. The
effective  tax rate for the quarter  ended March 31, 2002 was 37.3%  compared to
38.7% for the same period last year.

     As a result,  the  Company  had a net loss of $3.3  million for the quarter
ended March 31,  2002,  as  compared to a net loss of $1.9  million for the same
period last year.


                                       9

<PAGE>


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

     Information  about  market  risks for the three months ended March 31, 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.


                                       10

<PAGE>


PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

A.     Exhibits

           None.

B.     Form 8-K

           None.


                                       11

<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: April 24, 2002                        By /s/ MARK D. ANDERSEN

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


                                       12