16

                       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, 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 telephoe 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>


                          NATIONAL R.V. HOLDINGS, INC.

                                      INDEX

                                                                            PAGE
                         PART I - FINANCIAL INFORMATION

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

           Consolidated Statements of Operations -
           Three Months Ended March 31, 2003 and 2002                          4

           Consolidated Statements of Cash Flows -
           Three Months Ended March 31, 2003 and 2002                          5

           Notes to Consolidated Financial Statements                      6 - 8

Item 2.    Management's Discussion and Analysis of
           Financial Condition and Results of Operations                  9 - 11

Item 3.    Quantitative and Qualitative Disclosures about Market Risk         12

Item 4.    Controls and Procedures                                            13

                           PART II - OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K                                   14

           Signature                                                          15

           Certifications of Principal Officers                          16 - 17


                                        2

<PAGE>


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

                                               March 31,            December 31,
                                                 2003                  2002
                                                 ----                  ----
                                             (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...............................      65,275                 72,532
   Deferred income taxes.....................       9,477                  9,477
   Income taxes receivable...................       9,464                  7,015
   Prepaid expenses..........................       1,393                  2,134
                                              -----------            -----------
        Total current assets.................     114,880                101,001
Property, plant and equipment, net...........      42,726                 43,230
Other........................................         672                  1,013
                                              -----------            -----------
                                                $ 158,278              $ 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 - $.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 9,832,161
  issued and outstanding, respectively.......          98                     98
Additional paid-in capital...................      34,302                 34,302
Retained earnings............................      55,676                 59,765
                                              -----------            -----------
   Total stockholders' equity................      90,076                 94,165
                                              -----------            -----------
                                                $ 158,278              $ 145,244
                                              ===========            ===========



                 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,
                                                    2003                  2002
                                                    ----                  ----

Net sales...................................    $  78,101              $ 79,320
Cost of goods sold..........................       79,181                79,574
                                               ----------            ----------
   Gross loss...............................       (1,080)                 (254)
Selling expenses............................        3,130                 3,429
General and administrative expenses.........        2,120                 1,908
                                               ----------            ----------
   Operating loss...........................       (6,330)               (5,591)
Interest and other expense, net.............          165                  (305)
                                               ----------            ----------
   Loss before income taxes.................       (6,495)               (5,286)
Benefit for income taxes....................       (2,406)               (1,970)
                                               ----------            ----------
   Net loss.................................    $  (4,089)             $ (3,316)
                                               ==========            ==========
Loss per common share:
   Basic....................................    $   (0.42)             $  (0.34)
   Diluted..................................    $   (0.42)             $  (0.34)

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




















                 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,
                                                             2003         2002
                                                             ----         ----
 Cash flows from operating activities:
    Net loss.....................................          $(4,089)     $(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...................            7,257       18,063
       Increase in income taxes receivable.......           (2,449)      (1,138)
       Decrease in prepaid expenses..............              741          341
       Increase (decrease) in book overdraft.....            2,980         (608)
       Increase (decrease) in accounts payable...           10,775       (4,843)
       Decrease in accrued expenses..............             (204)        (722)
                                                           -------      -------
      Net cash (used in) provided by operating activities   (3,439)         771
                                                           -------      -------

 Cash flows from investing activities:
      Decrease in other assets...................              341           58
      Proceeds from sale of assets...............              -          2,424
      Purchases 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          -
      Principal payments on long-term debt.......               (5)          (5)
      Proceeds from issuance of common stock.....              -             18
                                                           -------      -------
      Net cash provided by financing activities..            3,573           13
                                                           -------      -------

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.

                                       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,             Dec. 31,
                                                    2003                  2002
                                                    ----                  ----
                                                (Unaudited)

Finished goods..........................          $ 16,610              $ 20,671
Work-in-process.........................            21,110                25,391
Raw materials...........................            18,312                16,309
Chassis.................................             9,243                10,161
                                                  --------              --------
                                                  $ 65,275              $ 72,532
                                                  ========              ========


NOTE 3 - 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.

                                       6

<PAGE>

NOTE 4 - 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.


NOTE 5 - CONTINUATION OF LOSSES

     The Company  experienced  a net loss for the first quarter of 2003 totaling
$4.1  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 6 - 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.

                                       7

<PAGE>

NOTE 7 - 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.

     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   $ (4,089)    $  (3,316)     $ (1,895)
                             Pro forma       (4,369)       (3,818)       (2,189)

      Basic loss per share   As reported      (0.42)        (0.34)        (0.20)
                             Pro forma        (0.44)        (0.39)        (0.23)

      Diluted loss per share As reported      (0.42)        (0.34)        (0.20)
                             Pro forma        (0.44)        (0.39)        (0.23)



                                       8

<PAGE>


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

Disclosure Regarding Forward Looking Statements

     This  Quarterly  Report on Form 10-Q  contains  forward-looking  statements
within the  meaning of the  Private  Securities  Litigation  Reform Act of 1995.
Investors  are  cautioned   that   forward-looking   statements  are  inherently
uncertain.  Actual  performance  and  results  may differ  materially  from that
projected or suggested herein due to certain risks and uncertainties  including,
without limitation,  potential  fluctuations in the Company's operating results;
continuation  of  losses;  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 $49.8  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 a $7.3 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.

     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.

                                       9

<PAGE>

     The Company's  consolidated financial statements have been presented on the
basis  that  it  will  continue  as  a  going-concern,  which  contemplates  the
realization of assets and the  satisfaction  of liabilities in the normal course
of business.  The Company has suffered net losses of $21,422,000 and $11,461,000
and recorded  net income of  $9,956,000  for the years ended  December 31, 2002,
2000 and 1999, 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, 2000 and 1999, 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  $49,796,000.  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.

     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.

                                       10

<PAGE>

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  decreased by $0.4
million or 0.5% from the  comparable  period last year.  The decrease in cost of
goods sold was primarily due to a decrease in sales.  Additionally,  though they
sold for a positive gross margin,  there was approximately $1.8 million in costs
associated  with units built during the fourth quarter of 2002, a period of poor
overhead  utilization.  Continued  discounting  programs,  offset  partially  by
improvement  in  warranty  costs  due to a heavy  focus in this  area,  were the
primary  factors  that lead to a -1.4% gross  margin for the first  quarter 2003
compared to a -0.3% gross margin for the same period last year.

     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.

     The benefit for income taxes for the quarter  ended March 31, 2003 was $2.4
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 $4.1  million for the quarter
ended March 31,  2003,  as  compared to a net loss of $3.3  million for the same
period last year.

                                       11

<PAGE>


NATIONAL R.V. HOLDINGS, INC.
PART I, ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Information  about  market  risks for the three months ended March 31, 2003
does not differ  materially  from that discussed  under Item 7A of the Company's
Annual Report on Form 10-K for the year ended December 31, 2002.


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<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 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.

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<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)  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.

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<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 5, 2003                                   /s/ MARK D. ANDERSEN
                                                    -----------------------
                                                    Mark D. Andersen
                                                    Chief Financial Officer
                                                    (Principal Accounting and
                                                     Financial Officer)



                                       15

<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: May 5, 2003                                     /s/ BRADLEY C. ALBRECHTSEN
                                                      --------------------------
                                                      Bradley C. Albrechtsen
                                                      Chief Executive Officer
                                                       and President

                                       16

<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: May 5, 2003                                    /s/ MARK D. ANDERSEN
                                                     --------------------
                                                     Mark D. Andersen
                                                     Chief Financial Officer
                                                     (Principal Accounting and
                                                      Financial Officer)


                                       17