SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-Q/A
                                 Amendment No. 1

(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, 2003

{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934
                         Commission file number 0-22268

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

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

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

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

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                   YES X NO __

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

Class                                            Outstanding at April 15, 2003
Common stock, par value                                   9,832,161
$.01 per share


<PAGE>
                                EXPLANATORY NOTE

RESTATEMENT OF PRIOR FINANCIAL INFORMATION

     As described in the Form 8-K filed by National R.V. Holdings, Inc. (the
"Company") with the Securities and Exchange Commission on February 17, 2004, the
Company, as part of its fourth quarter 2003 press release, announced that the
financial statements for the first three quarters of 2003 were to be restated to
record recently uncovered inventory losses in the proper periods. As part of the
year-end closing procedures, the Company counts the amount of inventory on hand
and adjusts the books and records for any differences. As a result of the
inventory count of raw materials as of December 31, 2003 the Company recorded an
inventory adjustment totaling $2.7 million. Based on the Company's analysis,
these adjustments were primarily attributable to the exclusion of certain
inventory items and costs from the standard costs used throughout the year at
the NRV division to record inventory usage. As a result, the Company has
determined that costs of goods sold, gross loss, income tax benefit, net loss,
and inventory, as previously reported in the March 31, 2003 10-Q, needed to be
restated. The restated costs of goods sold for the quarter ended March 31, 2003
increased by $1.1 million, and gross loss, income tax benefit, and net loss
increased by $1.0 million, $0.4 million, and $0.6 million, respectively and
inventory decreased by $1.0 million. As a result, loss per share for the three
months ended March 31, 2003 increased by $0.06 to $0.48 per share.

     This Form 10-Q/A only reflects the effects of the restatement and does not
otherwise reflect events occurring after the filing of the original Quarterly
Report on Form 10-Q or otherwise modify or update those disclosures.

                                        2

<PAGE>

                          NATIONAL R.V. HOLDINGS, INC.

                                      INDEX

                                                                            PAGE
                         PART I - FINANCIAL INFORMATION

Item 1.    Consolidated Balance Sheets -
           March 31, 2003 (Restated) and December 31, 2002            4

           Consolidated Statements of Operations -
           Three Months Ended March 31, 2003 (Restated) and 2002      5

           Consolidated Statements of Cash Flows -
           Three Months Ended March 31, 2003 (Restated)  and 2002     6

           Notes to Consolidated Financial Statements               7 - 10

Item 2.    Management's Discussion and Analysis of
           Financial Condition and Results of Operations           11 - 14

Item 4.    Controls and Procedures                                   15

                               PART II - OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K                          16

           Signature                                                 17

     This form 10-Q/A amends only those items identified in the Index, and no
other information included in the Company's Quarterly Report on Form 10-Q is
amended hereby.

                                        3

<PAGE>

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

                                               March 31,          December 31,
                                                 2003                 2002
                                                 ----                 ----
                                             (Restated and
                                               Unaudited)


                  ASSETS
Current assets:
  Cash and cash equivalents...................... $     10           $     14
  Trade receivables, less allowance for doubtful
  accounts ($276 and $276, respectively).........   29,261              9,829
  Inventories....................................   64,268             72,532
  Deferred income taxes..........................    9,847              9,477
  Income taxes receivable........................    9,464              7,015
  Prepaid expenses...............................    1,393              2,134
                                                  --------           --------
    Total current assets.........................  114,243            101,001
Property, plant and equipment, net...............   42,726             43,230
Other............................................      672              1,013
                                                  --------           --------
                                                  $157,641           $145,244
                                                  ========           ========

     LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Line of credit................................. $  8,521           $  4,943
  Book overdraft.................................    3,923                943
  Current portion of long-term debt..............       22                 22
  Accounts payable...............................   24,258             13,483
  Accrued expenses...............................   28,360             28,564
                                                  --------           --------
    Total current liabilities....................   65,084             47,955
Deferred income taxes............................    3,105              3,105
Long-term debt...................................       13                 19
                                                  --------           --------
    Total liabilities............................   68,202             51,079
                                                  --------           --------
Commitments and contingencies

Stockholders' equity:
  Preferred stock - $0.01 par value; 5,000 shares
  authorized, 4,000 issued and outstanding...... .      -                  -
  Common stock - $0.01 par value; 25,000,000 shares
  authorized, 9,832,161 and 9,832,161 issued and
  outstanding, respectively......................       98                 98
Additional paid-in capital.......................   34,302             34,302
Retained earnings................................   55,039             59,765
                                                  --------           --------
    Total stockholders' equity...................   89,439             94,165
                                                  --------           --------
                                                  $157,641           $145,244
                                                  ========           ========

                See Notes to Consolidated Financial Statements.

                                        4

<PAGE>


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

                                                          Three Months
                                                         Ended March 31,
                                                       2003            2002
                                                       ----            ----
                                                    (Restated)

Net sales.....................................      $ 78,101        $ 79,320
Cost of goods sold............................        80,188          79,574
                                                    --------        --------
    Gross loss................................        (2,087)           (254)
Selling expenses..............................         3,130           3,429
General and administrative expenses...........         2,120           1,908
                                                    --------        --------
    Operating loss............................        (7,337)         (5,591)
Interest and other expense, net...............           165            (305)
                                                    --------        --------
    Loss before income taxes..................        (7,502)         (5,286)
Benefit for income taxes......................        (2,776)         (1,970)
                                                    --------        --------
    Net loss..................................      $ (4,726)       $ (3,316)
                                                    ========        ========
Loss per common share:
    Basic.....................................      $  (0.48)       $  (0.34)
    Diluted...................................      $  (0.48)       $  (0.34)

Weighted average number of shares:
    Basic.....................................         9,832           9,719
    Diluted...................................         9,832           9,719


                 See Notes to Consolidated Financial Statements.

                                        5

<PAGE>

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

                                                        Three Months
                                                       Ended March 31,
                                                     2003              2002
                                                     ----              ----
                                                  (Restated)
Cash flows from operating activities:
  Net loss..................................     $  (4,726)       $   (3,316)
  Adjustments to reconcile net loss to net cash (used in) provided by operating
  activities:
   Depreciation.............................           982               978
   Gain on asset disposal...................            -               (348)
   Changes in assets and liabilities:
    Increase in trade receivables...........       (19,432)           (7,636)
    Decrease in inventories.................         8,264            18,063
    Increase in income taxes receivable.....        (2,449)           (1,138)
    Decrease in prepaid expenses............           741               341
    Increase (decrease) in accounts payable.        10,775            (4,843)
    Decrease in accrued expenses............          (204)             (722)
    Increase in deferred income taxes                 (370)               -
                                                 ---------        ----------
   Net cash (used in) provided by operating
  activities................................        (6,419)            1,379
                                                 ---------        ----------
Cash flows from investing activities:
  Decrease in other assets..................           341                58
  Proceeds from sale of assets..............            -              2,424
  Purchase of property, plant and equipment.          (479)           (1,438)
                                                 ---------        ----------
   Net cash (used in) provided by investing
  activities................................          (138)            1,044
                                                 ---------        ----------
Cash flows from financing activities:
  Net advance on line of credit.............         3,578                -
  Increase (decrease) in book overdraft.....         2,980              (608)
  Principal payments on long-term debt......            (5)               (5)
  Proceed from issuance of common stock.....            -                 18
                                                 ---------        ----------
   Net cash provided by (used in)
  financing activities......................         6,553              (595)
                                                 ---------        ----------
Net (decrease) increase in cash.............            (4)            1,828
Cash, beginning of period...................            14                22
                                                 ---------        ----------
Cash, end of period.........................     $      10        $    1,850
                                                 =========        ==========

                 See Notes to Consolidated Financial Statements.

                                        6

<PAGE>

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 1 - GENERAL

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


NOTE 2 - RESTATEMENT OF FINANCIAL STATEMENTS

     As part of the year-end closing procedures, the Company counts the amount
of inventory on hand and adjusts the books and records for any differences. As a
result of the inventory count of raw materials as of December 31, 2003, the
Company recorded an inventory adjustment totaling $2.7 million. Based on the
Company's analysis, these adjustments were primarily attributable to the
exclusion of certain inventory items and costs from the standard costs used
throughout the year at the NRV division to record inventory usage. As a result,
the Company has determined that costs of goods sold, gross loss, net loss and
inventory, as previously reported in the March 31, 2003, 10-Q, need to be
restated. The restated costs of goods sold for the quarter ended March 31, 2003
increased by $1.0 million, and gross loss, income tax benefit and net loss
increased by $1.0 million, and $0.4 million, and $0.6 million, respectively and
inventory decreased by $1.0 million. As a result, loss per share for the three
months ended March 31, 2003, increased by $0.06 to $0.48 per share.

     The balance sheet and statement of operations have been restated as
follows:

Balance Sheet

                                                    March 31, 2003
                                           As reported         Restated
                                           -----------         --------
   Inventories.......................      $  65,275          $  64,268
   Current deferred income taxes.....          9,477              9,847
   Retained earnings.................         55,676             55,039


Statement of Operations

                                               Three Months Ended
                                                    March 31, 2003
                                           As reported         Restated
                                           -----------         --------
   Net sales.........................      $  78,101          $  78,101
   Cost of goods sold................         79,181             80,188
   Gross loss........................         (1,080)            (2,087)
   Operating loss....................         (6,330)            (7,337)
   Loss before income taxes..........         (6,495)            (7,502)
   Benefit for income taxes..........         (2,406)            (2,776)
   Net loss..........................         (4,089)            (4,726)
   Loss per common share - basic.....      $   (0.42)         $   (0.48)
   Loss per common share - diluted...      $   (0.42)         $   (0.48)
   Weighted average number of shares:
     Basic...........................          9,832              9,832
     Diluted.........................          9,832              9,832

                                        7

<PAGE>

NOTE 3 - INVENTORIES

Inventories consist of the following (in thousands):

                                            March 31,             Dec. 31,
                                              2003                  2002
                                         -------------           ---------
Finished goods...............              $ 16,610              $ 20,671
Work-in-process..............                21,110                25,391
Raw materials................                17,305                16,309
Chassis......................                 9,243                10,161
                                           --------              --------
                                           $ 64,268              $ 72,532
                                           ========              ========

NOTE 4 - RECENT ACCOUNTING PRONOUNCEMENTS

     In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" (FIN 45). FIN 45 requires that upon
issuance of certain guarantees, a guarantor must recognize a liability for the
fair value of an obligation assumed under the guarantee. FIN 45 also requires
significant new disclosures, in both interim and annual financial statements, by
a guarantor, about obligations associated with guarantees issued. FIN 45
disclosure requirements were effective for our fiscal year ended December 31,
2002 and the initial recognition and measurement provisions are applicable on a
prospective basis to guarantees issued or modified after December 31, 2002. At
December 31, 2002, and March 31, 2003, the Company had no guarantees
outstanding.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure.' SFAS No. 148 amends SFAS No. 123,
"Accounting for Stock-Based Compensation," to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, SFAS No. 148 amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. The Company has not adopted the fair value based method of accounting
for stock-based compensation, and the adoption of the disclosure requirements of
this SFAS did not have a material impact on the financial statements.


NOTE 5 - CREDIT FACILITY

     The Company has an asset-based revolving credit facility of $20,000,000
with UPS Capital Corporation ("UPSC"). As of March 31, 2003, $5,311,000 of a
possible $7,000,000 of the line-of-credit was reserved for a letter of credit
issued to serve as security for NRV's self-insured workers' compensation
program, as required by the State of California and the Company has reserved an
additional $326,000 from the line-of-credit for another contingent liability. On
February 6, 2003, the Company and UPSC entered into a loan modification
agreement, increasing the credit facility from $15,000,000 to $20,000,000 for a
120-day period, ending June 6, 2003, to support a short-term buildup in
inventory for the Company's first quarter 2003 industry show season. The
remaining $14,363,000 is available for general corporate and working capital
needs and capital expenditures. Amounts borrowed under the revolving credit
facility bear interest at the prime rate listed in the Wall Street Journal plus
0.75 percentage points. The credit facility contains, among other provisions,
certain financial covenants, including net worth requirements. At March 31,
2003, $8,521,000 of the $14,363,000 available was outstanding under this
facility and the Company was not in default with any covenants of its loan
agreement with UPSC.

                                        8

<PAGE>

NOTE 6 - CONTINUATION OF LOSSES

     The Company experienced a net loss for the first quarter of 2003 totaling
$4.7 million, which loss was in line with management's expectations for the
quarter. The Company had net losses totaling $21.4 million and $11.5 million for
2002 and 2001, respectively. Continued losses could reduce the Company's
liquidity and cause the Company to reduce its expenditures on capital
improvements, machinery and equipment, and research and development. This could
have a negative effect on the Company's ability to maintain production
schedules, manufacture products of high quality, and develop and manufacture new
products that will achieve market acceptance. This could, in turn, have a
negative impact on the Company's sales and earnings. If the Company continues to
suffer losses, the Company could be unable to implement its business and
financial strategies or meet its obligations when due. The Company's losses in
2002 and 2001 were mainly caused by (i) the recognition of the complete
impairment of the Company's goodwill in 2002, (ii) continued significant
discounting to wholesale distributors, (iii) continued high warranty costs, (iv)
excess manufacturing capacity and related fixed costs caused by continued low
volumes, and (v) a workers' compensation reserve increase in 2002. These factors
were exacerbated by weaker general economic conditions and declining consumer
confidence during the period. There are no assurances that the conditions that
have resulted in the Company's losses in 2002 and 2001 will not continue through
2003 and beyond.


NOTE 7 - 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 $112.5 million at March 31, 2003,
as with accounts receivable, the risk of loss is spread over numerous dealers
and lenders and is further reduced by the resale value of the RVs which the
Company would be required to repurchase. Losses under these agreements have not
been material in the past and management does not believe that any future losses
under such agreements will have a material adverse effect on the Company's
consolidated financial position or results of operations.


NOTE 8 - STOCK BASED COMPENSATION

     The Company has six fixed option plans that reserve shares of common stock
for issuance to executives, key employees and directors. The Company has also
issued fixed options outside of such plans pursuant to individual stock option
agreements. Options granted to non-employee directors generally vest immediately
upon grant and expire five to ten years from the date of grant. Options granted
to employees generally vest in three equal annual installments and expire five
years from the date of grant. The price of the options granted pursuant to these
plans will not be less than 100 percent of the market value of the shares on the
date of grant.

                                        9

<PAGE>

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

                                               Three Months Ended March 31, (in
                                            thousands, except per share)
                                  ----------------------------------------------
                                        2003            2002           2001
--------------------------------------------------------------------------------
Net loss               As reported. $ (4,726)      $  (3,316)      $  (1,895)
                       Pro forma...   (5,006)         (3,818)         (2,189)

Basic loss per share   As reported.    (0.48)          (0.34)          (0.20)
                       Pro forma...    (0.51)          (0.39)          (0.23)

Diluted loss per share As reported.    (0.48)          (0.34)          (0.20)
                       Pro forma...    (0.51)          (0.39)          (0.23)


                                       10

<PAGE>

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

Disclosure Regarding Forward Looking Statements

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

Liquidity and Capital Resources

     At March 31, 2003, the Company had working capital of $49.2 million
compared to $53.0 million at December 31, 2002.

     Net cash used in operating activities was $3.4 million for the three months
ended March 31, 2003 compared to net cash provided by operating activities of
$0.8 million for the comparable period last year. The change was primarily due
to a $19.4 million increase in trade receivables through March 31, 2003 compared
to a $7.6 million increase in trade receivables for the prior year, partially
offset by an $8.3 million reduction in inventory and a $10.8 million increase in
accounts payable during the first quarter of 2003 compared to an $18.1 million
reduction in inventory and a $4.8 million decrease in accounts payable in the
first quarter of 2002. The increase in trade receivables was due to low billing
levels at the end of 2002 and high show billings at the end of the first quarter
of 2003. The decrease in inventories reflects the Company's continuing efforts
to manage working capital. The increase in accounts payable during the first
quarter of 2003 was due to an unusually low level of accounts payable at the end
of the fourth quarter of 2002, resulting from minimal materials purchases.

     Net cash used in investing activities was $0.1 million for the three months
ended March 31, 2003 compared to net cash provided by investing activities of
$1.0 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 partially
offset by higher capital expenditures by the Company during the first quarter of
2002 compared to the first quarter of 2003.

                                       11

<PAGE>

     Net cash provided by financing activities was $3.6 million for the three
months ended March 31, 2003 compared to net cash provided by financing
activities of $13,000 for the comparable period last year. The change was mainly
due to the Company advancing $3.6 million under its line of credit for the three
months ended March 31, 2003.

     The Company has a revolving credit facility of $20,000,000 through June 6,
2003 and $15,000,000 thereafter 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 $5,310,000.
At March 31, 2003, $8,521,000 of the $14,363,000 available line-of-credit was
outstanding under this facility.

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

     The Company has funded its financial needs primarily through operations and
its existing line of credit. At March 31, 2003, the Company had cash and cash
investments of $10,000 and working capital of $49,159,000. The Company remains
dependent upon its ability to obtain outside financing either through the
issuance of additional shares of its common stock or through borrowings until it
achieves sustained profitability through a combination of increased sales and
improved product margins.

     Management intends to continue or start a variety of initiatives to improve
its working capital position, including i) new product and floorplan
introductions in the fourth quarter 2002 with an additional new product
introduction in second quarter 2003, ii) certain product re-pricing to more
competitive levels, iii) the continuation of 2002 discounts and rebates offered
to help move older dealer inventory, freeing financing for new models that
should improve retail turns, iv) head count rebalancing to sustainable
production levels, v) an engineering review of material components for the
removal of non-value added items to reduce both material costs and assembly
steps, vi) continued focus on improving quality through thorough inspections and
timely reporting of failures, vii) manufacturing efficiency improvements through
longer lead times for production increases allowing better training of new hires
to the direct work force, viii) non-producing asset dispositions such as raw
property in Florida, ix) pursuit of a permanent increase in the line-of credit,
x) a substantial reduction in all categories of inventory and xi) filing for a
federal income tax refund of approximately $7.3 million. The Company's success
in execution of these initiatives will have a significant impact on the
Company's liquidity during 2003.

     The Company believes the combination of internally generated funds, working
capital, and unused borrowing availability will be sufficient to meet the
Company's planned capital and operational requirements for at least the next 12
months. Should the Company require further capital resources during 2003, it
would most likely address such requirement through a combination of sales of its
products, sales of equity securities, and/or additional debt financings. If
circumstances changed and additional capital were needed, no assurance can be
given that the Company would be able to obtain such additional capital
resources.

                                       12

<PAGE>

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

Results of Operations

     Net sales of $78.1 million for the quarter ended March 31, 2003 represent a
decrease of $1.2 million or 1.5% from the same quarter last year. Wholesale unit
shipments of the Company's motorhomes built on diesel chassis decreased 27.1% to
237 units for the first quarter 2003, compared to 325 for the first quarter of
the prior year. Shipments of the Company's gas motorhome products increased
68.5% from 197 units for the first quarter 2002 to 332 units for the first
quarter of 2003. As a result of strong wholesale demand of our new SeaBreeze and
Dolphin gas products, an adequate inventory of National RV's Tradewinds diesel
products and the late introduction of National RV's Tropi-Cal diesel units, the
Company focused more of its production and marketing on gas units during the
first quarter of 2003. National RV Class A unit shipments of combined diesel and
gas units rose 14.1% over the first quarter of 2002 while Country Coach
experienced a decline in units shipped of 12% when comparing the first quarter
of 2003 to 2002. Unit sales of the Company's towable products increased 7.1% to
390 units in the first quarter 2003 from 364 units in the same period in 2002.

     Cost of goods sold for the quarter ended March 31, 2003 increased by $0.6
million or 0.8% from the comparable period last year. The increase in cost of
goods sold, and resulting decrease in gross margin to -2.7% for the first
quarter 2003 compared to a -0.3% gross margin for the same period last year, was
primarily due to continued discounting programs and approximately $1.8 million
in costs associated with units built during the fourth quarter of 2002, a period
of poor overhead utilization. These were partially offset by improvement in
warranty costs due to a heavy focus in this area.

     Selling expenses for the quarter ended March 31, 2003 decreased by $0.3
million or 8.7% below the same period last year. As a percentage of net sales,
selling expenses decreased to 4.0% from 4.3% for the same period last year
mainly due to cost cutting measures.

     General and administrative expenses for the quarter ended March 31, 2003
increased $0.2 million or 11.1% from the same period last year. As a percentage
of net sales, general and administrative expenses increased to 2.7% from 2.4%
for the same period last year. The increase in general and administrative
expenses is attributable to an increase in insurance and other related costs.

     Other expense for the quarter ended March 31, 2003 was $0.2 million
compared to other income of $0.3 million for the same period last year. The
change was due primarily to the gain recognized on the sale of the Company's
airplane in the first quarter of 2002 as well as the interest currently being
paid on the Company's line-of-credit.

                                       13


<PAGE>

     The benefit for income taxes for the quarter ended March 31, 2003 was $2.8
million compared to a benefit of $2.0 million for the same period last year. The
effective tax rate for the quarter ended March 31, 2003 was 37.0% compared to
37.3% for the same period last year.

     As a result, the Company had a net loss of $4.7 million for the quarter
ended March 31, 2003, as compared to a net loss of $3.3 million for the same
period last year.

                                       14

<PAGE>

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

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

     Within 90 days prior to March 31, 2003, 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 were no significant changes in the Company's internal controls over
financial reporting during the three months ended March 31, 2003 that materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.

     As disclosed in the Company's press release dated February 17, 2004
announcing financial results for the fourth quarter and year ended December 31,
2003 and furnished in the Company's Form 8-K of the same date, the Company
announced that it restated its financial statements for the first three quarters
of 2003. No other prior periods were affected. The restatement resulted from an
analysis of the book-to-physical adjustment which led management to conclude
that the NRV division excluded certain required costs. Based on the
aforementioned analysis, the Company has determined that costs of goods sold,
gross loss, tax benefit, net loss, and inventory, as previously reported in the
March 31, 2003 10-Q, required restatement. The company believes that a material
weakness existed with respect to their standard inventory cost procedures, which
was not identified until the fourth quarter of 2003. As a result, the Company
has implemented a number of policies and procedures to strengthen controls
surrounding the standard costing system procedures and perpetual inventory
system, and include among other things, a physical count of the inventory each
quarter. Other than with respect to such matter, there have been no other
significant changes in the Company's internal controls over financial reporting
as of the date this Form 10- Q/A was being prepared that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
                                       15

<PAGE>

        NATIONAL R.V. HOLDINGS, INC.

PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

   A. Exhibits

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

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

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

   B. Form 8-K

     (1)  On February 14, 2003, the Company filed a Current Report on Form 8-K
          reporting that the Company had entered into a loan modification
          agreement with UPS Capital Corporation to increase its existing line
          of credit by an additional $5,000,000 until June 6, 2003.

                                       16

<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: May 10, 2004                        By /s/ MARK D. ANDERSEN

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


                                       17