SECURITIES AND
EXCHANGE COMMISSION Washington, D.C.
20549 FORM 10-Q x
  Quarterly Report Pursuant to
  Section 13 or 15(d) of the Securities Exchange Act of 1934For the period
  ended:  March 31, 2001oro
  Transition Report Pursuant to
  Section 13 or 15(d) of the Securities Exchange Act of 1934For the period
  from________ to ________Commission File
  Number:  1-14725
  MONACO COACH CORPORATION Delaware
  35-1880244(State
  of Incorporation)
  (I.R.S.
  EmployerIdentification
  No.)
 91320 Industrial Way
Coburg, Oregon 97408(Address of
principal executive offices) Registrant's telephone number,
including area code  (541) 686-8011 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. YESxNOo The number of shares outstanding of
common stock, $.01 par value, as of March 31, 2001: 18,990,111   MONACO COACH
CORPORATION

FORM 10-Q

March 31, 2001

INDEX





PART I - FINANCIAL
  INFORMATIONItem 1.  Financial Statements.Condensed
  Consolidated Balance Sheets as of December 30, 2000 and March 31, 2001.Condensed
  Consolidated Statements of Income for the quarter ended April 1, 2000 and
  March 31, 2001Condensed
  Consolidated Statements of Cash Flows for the quarter ended April 1, 2000 and
  March 31, 2001.Notes
  to Condensed Consolidated Financial Statements.Item 2.
  Management's
  Discussion and Analysis of Financial Condition and Results of Operations.Item 3.
  Quantitative
  and Qualitative Disclosures About Market Risk.PART II - OTHER
  INFORMATIONItem
  6.  Exhibits and Reports on Form 8-K.Signatures

PART I - FINANCIAL
INFORMATION

Item 1.  Financial Statements







MONACO
COACH CORPORATIONCONDENSED CONSOLIDATED BALANCE
SHEETS
(Unaudited: dollars in thousands)





December 30, 
  2000
  March 31, 
  2001ASSETSCurrent assets:Trade receivables, net
  $67,998
  $76,770Inventories
  114,397
  115,280Prepaid expenses
  1,046
  1,146Deferred income taxes
  13,197
  13,535Total current assets
  196,638
  206,731Notes receivable
  2,800
  7,010Property, plant and equipment, net
  103,590
  104,186Goodwill, net of accumulated amortization
  of $4,675 and $4,836, respectively
  18,582
  18,421Total assets
  $321,610
  $336,348LIABILITIESCurrent liabilities:Book overdraft
  $15,178
  $21,189Line of credit
  20,585
  21,733Accounts payable
  53,098
  53,635Income taxes payable
  0
  2,632Accrued expenses and other liabilities
  38,478
  36,936Total current liabilities
  127,339
  136,125Deferred income taxes
  7,646
  8,320Total liabilities
  134,985
  144,445Commitments and contingencies (Note 6)STOCKHOLDERS'
  EQUITYCommon stock, $.01 par value; 50,000,000
  shares authorized, 18,952,107 and 
  18,990,111 issued and outstanding respectively
  190
  190Additional paid-in capital
  47,032
  47,113Retained earnings
  139,403
  144,600Total stockholders' equity
  186,625
  191,903Total liabilities and stockholders' equity
  $321,610
  $336,348See accompanying notes.

MONACO
COACH CORPORATIONCONDENSED CONSOLIDATED
STATEMENTS OF INCOME
(Unaudited: dollars in thousands, except share and per share data)



Quarter EndedApril 1, 
  2000
  March 31, 
  2001Net sales
  $237,983
  $211,228Cost of sales
  200,669
  185,740Gross profit
  37,314
  25,488Selling, general and administrative
  expenses
  15,778
  16,239Amortization of goodwill
  161
  161Operating income
  21,375
  9,088Other income, net
  1
  116Interest expense
  (112)
  (684)Income before income taxes
  21,264
  8,520Provision for income taxes
  8,346
  3,323Net income
  $12,918
  $5,197Earnings per common share:Basic
  $.68
  $.27Diluted
  $.67
  $.27Weighted average common shares outstanding:Basic
  18,886,646
  18,976,877Diluted
  19,368,145
  19,421,519See accompanying notes.

MONACO
COACH CORPORATIONCONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Unaudited: dollars in thousands)



Quarter EndedApril 1, 
  2000
  March 31, 2001Increase (Decrease)
  in Cash:Cash flows from operating activities:Net income
  $12,918
  $5,197Adjustments to reconcile net income to net cash provided (used) by
  operating activities:Depreciation and amortization
  1,516
  1,641Deferred income taxes
  (886)
  336Changes in working capital accounts:Trade receivables, net
  (14,106)
  (8,772)Inventories
  (13,205)
  (883)Prepaid expenses
  (214)
  (100)Accounts payable
  33,940
  537Income taxes payable
  8,523
  2,632Accrued expenses and other liabilities
  1,548
  (1,542)Net cash provided (used) by operating activities
  30,034
  (954)Cash flows from investing activities:Additions to property, plant and equipment
  (3,099)
  (2,076)Issuance of notes receivable
  
  (4,210)Net cash used in investing activities
  (3,099)
  (6,286)Cash flows from financing activities:Book overdraft
  (12,478)
  6,011(Payments) borrowings on lines of credit, net
  (7,853)
  1,148Issuance of common stock
  273
  81Net cash (used) provided by financing activities
  (20,058)
  7,240Net change in cash
  6,877
  0Cash at beginning of period
  0
  0Cash at end of period
  $6,877
  $0See accompanying notes.

MONACO
COACH CORPORATIONNOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



1.          Basis of
Presentation

The interim condensed consolidated financial
statements have been prepared by Monaco Coach Corporation (the
"Company") without audit.  In
the opinion of management, the accompanying unaudited financial statements
contain all adjustments necessary, consisting only of normal recurring adjustments,
to present fairly the financial position of the Company as of December 30, 2000
and March 31, 2001, and the results of its operations and its cash flows for
the quarters ended April 1, 2000 and March 31, 2001.  The condensed consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiaries, and all significant
intercompany accounts and transactions have been eliminated in
consolidation.  The balance sheet data
as of December 30, 2000 was derived from audited financial statements, but does
not include all disclosures contained in the Company's Annual Report to
Stockholders.  These interim condensed
consolidated financial statements should be read in conjunction with the
audited financial statements and notes thereto appearing in the Company's
Annual Report to Stockholders for the year ended December 30, 2000.2.          Inventories

Inventories are stated at lower of cost (first-in,
first-out) or market.  The composition
of inventory is as follows:

December 30,  2000
  March 31,  2001(in thousands)Raw materials
  $45,187
  $47,150Work-in-process
  31,739
  31,578Finished units
  37,471
  36,552$114,397
  $115,2803.          Goodwill

Goodwill, which represents the excess of the cost of
acquisition over the fair value of net assets acquired, is being amortized on a
straight-line basis over 20 and 40 years. 
Management assesses whether there has been permanent impairment in the
value of goodwill and the amount of such impairment by comparing anticipated
undiscounted future cash flows from operating activities with the carrying
value of the goodwill.  The factors
considered by management in performing this assessment include current
operating results, trends and prospects, as well as the effects of
obsolescence, demand, competition and other economic factors.4.          Line of
Credit

The Company has a bank line of credit consisting of a
revolving line of credit of up to $50.0 million.  At the election of the Company, the line of credit bears interest
at varying rates that fluctuate based on the Prime rate or LIBOR, and are
determined based on the Company's leverage ratio.  The Company also pays interest monthly on the unused available
portion of the line at varying rates, determined by the Companys leverage
ratio.  The revolving line of credit is
due and payable in full on April 30, 2003, and requires monthly interest
payments.  The balance outstanding under
the line of credit at  March 31, 2001
was $21.7 million.  The line of credit
is collateralized by all the assets of the Company and includes various
restrictions and financial covenants.5.Earnings
Per Common Share

Basic earnings per common share is based on the
weighted average number of shares outstanding during the period.  Diluted earnings per common share is based
on the weighted average number of shares outstanding during the period, after
consideration of the dilutive effect of stock options.   The weighted average number of common
shares used in the computation of earnings per common share are as follows:April 1,
  2000
  March 31,
  2001BasicIssued and outstanding shares (weighted
  average)
  18,886,646
  18,976,877Effect of Dilutive
  SecuritiesStock options
  481,499
  444,642Diluted
  19,368,145
  19,421,5196.          Commitments
and Contingencies

Repurchase AgreementsSubstantially all of the Company's sales to
independent dealers are made on terms requiring cash on delivery.  However, most dealers finance units on a
"floor plan" basis with a bank or finance company lending the dealer
all or substantially all of the wholesale purchase price and retaining a
security interest in the vehicles.  Upon
request of a lending institution financing a dealer's purchases of the
Company's product, the Company will execute a repurchase agreement.  These agreements provide that, for varying
periods of up to 18 months after a unit is shipped, the Company will repurchase
its products from the financing institution in the event that they have
repossessed them upon a dealers default. 
The risk of loss resulting from these agreements is further reduced by
the resale value of the products repurchased. 
The Company's contingent obligations under repurchase agreements vary
from period to period and totaled approximately $321 million as of March 31,
2001, with approximately  8.3%
concentrated with one dealer.LitigationThe Company is involved in legal proceedings arising
in the ordinary course of its business, including a variety of product
liability and warranty claims typical in the recreational vehicle
industry.  The Company does not believe
that the outcome of its pending legal proceedings will have a material adverse
effect on the business, financial condition, or results of operations of the
Company.Debt GuaranteeIn 2000, the Company entered into an agreement with
Outdoor Resorts of Las Vegas (ORLV) and ORLVs parent company Outdoor Resorts
of America (ORA), for the purpose of constructing a luxury motor coach resort
in Las Vegas, Nevada.  In the first
quarter of 2001, two additional projects, one in Naples, Florida, and the other
in Indio, California, were added.  As of
March 31, 2001, the Company had advanced $7.0 million in the form of a long
term note receivable from ORA and its respective subsidiaries.  As part of the financing structure for the
projects, the Company also agreed to act as co-guarantor with ORLVs parent
company, ORA, on an $11.2 million construction loan for the Las Vegas
resort.  At March 31, 2001, ORLV and ORA
had drawn approximately $8.9 million on the construction loan.  In return for the Companys loans and guarantee
commitment, ORLV and ORA has agreed to pay interest and income participation to
the Company.Item 2.  Management's Discussion and Analysis of
Financial Condition and Results of Operations

This
Quarterly Report on Form 10-Q contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended.  These statements include, but are not
limited to, those below that have been marked with an asterisk (*).  In addition, the Company may from time to
time make forward-looking statements through statements that include the words
believes, expects, anticipates or similar expressions.  Such forward-looking statements involve
known and  unknown risks, uncertainties
and other factors that may cause actual results, performance or achievements of
the Company to differ materially from those expressed or implied by such
forward-looking statements, including those set forth below under the caption
Factors That May Affect Future Operating Results and elsewhere in this
Quarterly Report on Form 10-Q.  The
reader should carefully consider, together with the other matters referred to
herein, the factors set forth under the caption Factors That May Affect Future
Operating Results".  The Company
cautions the reader, however, that these factors may not be exhaustive.

GENERAL

Monaco
Coach Corporation is a leading manufacturer of premium Class A motor coaches
and towable recreational vehicles ("towables").  The Companys product line currently
consists of a broad line of motor coaches, fifth wheel trailers and travel
trailers under the Monaco, Holiday Rambler, Royale Coach, and McKenzie
Towables brand names.  The Company's
products, which are typically priced at the high end of their respective
product categories, range in suggested retail price from $60,000 to $1.2
million for motor coaches and from $24,000 to $49,000 for towables.

RESULTS OF OPERATIONS

Quarter ended  April
1, 2000 Compared to Quarter ended March 31, 2001First quarter
net sales decreased 11.2% to $211.2 million compared to $238.0 million for the
same period last year. Gross sales dollars on motorized products were down
10.9%, as increases in the Companys products that were newly introduced in 2000
were more than offset by decreases in other motorized products.  The Companys gross towable sales were down
only 2.7% as the McKenzie towable operations reported strong increases which
nearly offset decreases on the Holiday Rambler towable products.  The Companys overall unit sales were down
18.3% in the first quarter of 2001 with motorized and towable unit sales being
down 21.1% and 13.0% respectively.  The
Companys average unit gross selling price increased in the first quarter of
2001 to $94,000 from $86,000 in the comparable 2000 quarter due to the
Companys strong mix of diesel motor coaches. 
The Companys continued mix of less expensive diesel and gasoline motor
coaches is expected to keep the overall average selling price below $100,000.*

Gross
profit for the first quarter of 2001 decreased to $25.5 million, down from
$37.3 million in 2000, and gross margin decreased from 15.7% in the first
quarter of 2000 to 12.1% in the first quarter of 2001.  Gross margin in the first quarter of 2001
was significantly impacted by above normal sales discounts, which net against
gross sales.  Other major contributors
to the change in gross margin include production inefficiencies created from
reduced production, shifting the volume among the production lines in the
plants, and shifting the mix of products on those lines.  The Companys overall gross margin may
fluctuate in future periods if the mix of products shifts from higher to lower
gross margin units or if the Company encounters unexpected manufacturing difficulties
or competitive pressures.

Selling,
general, and administrative expenses increased by $461,000 from $15.8 million
in the first quarter of 2000 to $16.2 million in the first quarter of 2001, and
increased as a percentage of sales from 6.6% in 2000 to 7.7% in 2001.  Selling, general and administrative expenses
in the first quarter of 2001 included significant increases in spending related
to retail promotion efforts.  In
addition,  the lower sales volume in
first quarter 2001 increased selling, general and administrative costs as a
percentage of sales.

Operating
income was $9.1 million, or 4.3% of sales in the first quarter of 2001 compared
to $21.4 million, or 9.0% of sales in the similar 2000 period.  The decrease in operating margins reflect
the lower gross profit combined with higher selling, general and administrative
costs.

Net
interest expense was $684,000 in the first quarter of 2001 compared to $112,000
in the comparable 2000 period, reflecting a higher level of borrowing during
the first quarter of 2001.

The
Company reported a provision for income taxes of $3.3 million, or an effective
tax rate of 39.0% in the first quarter of 2001, compared to $8.3 million, or an
effective tax rate of 39.25% for the comparable 2000 period.

Net
income was $5.2 million in the first quarter of 2001 compared to $12.9 million
in the first quarter of 2000 due to the decrease in sales combined with a lower
operating margin and an increase in interest expense.

LIQUIDITY AND CAPITAL RESOURCES

The
Company's primary sources of liquidity are internally generated cash from
operations and available borrowings under its credit facilities.  During the first quarter of 2001, the
Company used cash flows of $1.0 million from operating activities.  The Company generated $6.8 million from net
income and non-cash expenses such as depreciation and amortization. The
increase in income taxes payable added to this cash flow, however, the combined
cash flow was more than offset by an increase in accounts receivable combined
with a decrease in accrued liabilities.

The
Company has credit facilities consisting of a revolving line of credit of up to
$50.0 million (the Revolving Loan). 
At the election of the Company, the Revolving Loan bears interest at
varying rates that fluctuate based on the Prime rate or LIBOR, and are
determined based on the Company's leverage ratio.  The Company also pays interest monthly on the unused available
portion of the Revolving Loan at varying rates, determined by the Companys
leverage ratio.  The Revolving loan is
due and payable in full on April 30, 2003, and requires monthly interest
payments.  The balance outstanding under
the Revolving Loan at  March 31, 2001
was $21.7 million.  The Revolving Loan
is collateralized by all the assets of the Company and includes various
restrictions and financial covenants. 
The Company utilizes zero balance bank disbursement accounts in which
an advance on the line of credit is automatically made for checks clearing each
day.  Since the balance of the
disbursement account at the bank returns to zero at the end of each day the
outstanding checks of the Company are reflected as a liability.  The outstanding check liability is combined
with the Companys positive cash balance accounts to reflect a net book
overdraft or a net cash balance for financial reporting.

The
Company's principal working capital requirements are for purchases of inventory
and, to a lesser extent, financing of trade receivables.  The Company's dealers typically finance
product purchases under wholesale floor plan arrangements with third parties as
described below.  At March 31, 2001, the
Company had working capital of approximately $70.6 million, an increase of $1.3
million from working capital of $69.3 million at December 30, 2000.  The Company has been using short-term credit
facilities and cash flow to finance its capital expenditures.

The
Company believes that cash flow from operations and funds available under its
credit facilities will be sufficient to meet the Company's liquidity
requirements for the next 12 months.* 
The Company's capital expenditures were $2.1 million in the first
quarter of 2001, primarily for completing the Companys warranty and service
center projects.  The Company
anticipates that capital expenditures for all of 2001 will be approximately $12
to $15 million, which includes $4 to $5 million of routine capital expenditures
for computer system upgrades and additions, smaller scale plant remodeling
projects and normal replacement of outdated or worn-out equipment.*  The Company may require additional equity or
debt financing to address working capital and facilities expansion needs,
particularly if the Company significantly increases the level of working
capital assets such as inventory and accounts receivable.  The Company may also from time to time seek
to acquire businesses that would complement the Company's current business, and
any such acquisition could require additional financing.  There can be no assurance that additional
financing will be available if required or on terms deemed favorable by the
Company.

As is
common in the recreational vehicle industry, the Company enters into repurchase
agreements with the financing institutions used by its dealers to finance their
purchases. These agreements obligate the Company to repurchase a dealer's
inventory under certain circumstances in the event of a default by the dealer
to its lender. If the Company were obligated to repurchase a significant number
of its products in the future, it could have a material adverse effect on the Company's
financial condition, business and results of operations. The Companys
contingent obligations under repurchase agreements vary from period to period
and totaled approximately $321 million as of March 31, 2001, with approximately
8.3% concentrated with one dealer.



FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

POTENTIAL FLUCTUATIONS IN OPERATING
RESULTS  The Companys net sales, gross
margin and operating results may fluctuate significantly from period to period
due to factors such as the mix of products sold, the ability to utilize and
expand manufacturing resources efficiently, material shortages, the
introduction and consumer acceptance of new models offered by the Company,
competition, the addition or loss of dealers, the timing of trade shows and
rallies, and factors affecting the recreational vehicle industry as a whole. In
addition, the Companys overall gross margin on its products may decline in
future periods to the extent the Company increases its sales of lower gross
margin towable products or if the mix of motor coaches sold shifts to lower
gross margin units. Due to the relatively high selling prices of the Company's
products (in particular, its High-Line Class A motor coaches), a relatively
small variation in the number of recreational vehicles sold in any quarter can
have a significant effect on sales and operating results for that quarter.
Demand in the overall recreational vehicle industry generally declines during
the winter months, while sales and revenues are generally higher during the
spring and summer months. With the broader range of recreational vehicles now
offered by the Company, seasonal factors could have a significant impact on the
Company's operating results in the future. In addition, unusually severe
weather conditions in certain markets could delay the timing of shipments from
one quarter to another.

CYCLICALITY  The recreational vehicle industry has been
characterized by cycles of growth and contraction in consumer demand,
reflecting prevailing economic, demographic and political conditions that
affect disposable income for leisure-time activities. Unit sales of
recreational vehicles (excluding conversion vehicles) reached a peak of
approximately 259,000 units in 1994 and declined to approximately 247,000 units
in 1996.  The industry peaked again in
1999 at approximately 321,000 units and began declining thereafter as unit
sales in 2000 were approximately 300,000 units. Furthermore, the Company offers
a broad range of recreational vehicle products and is susceptible to the
cyclicality inherent in the recreational vehicle industry. Factors affecting
cyclicality in the recreational vehicle industry include fuel availability and
fuel prices, prevailing interest rates, the level of discretionary spending,
the availability of credit and overall consumer confidence.  In particular, the decline in consumer
confidence and/or a slowing of the overall economy has had a material adverse
effect on the recreational vehicle market. 
An extended continuance of these conditions could have a material
adverse effect on the Company's business, results of operations and financial
condition.

MANAGEMENT OF GROWTH  Over the past several years the Company has
experienced significant growth in the number of its employees and the scope of
its business. This growth has resulted in the addition of new management
personnel and increased responsibilities for existing management personnel, and
has placed added pressure on the Company's operating, financial and management
information systems. While management believes it has been successful in
managing this expansion there can be no assurance that the Company will not
encounter problems in the future associated with the continued growth of the
Company.  Failure to adequately support
and manage the growth of its business could have a material adverse effect on
the Company's business, results of operations and financial condition.

MANUFACTURING EXPANSION  The Company has significantly increased its
manufacturing capacity over the last few years. The integration of the
Company's facilities and the expansion of the Company's manufacturing
operations involve a number of risks including unexpected building and
production difficulties. In the past the Company experienced startup
inefficiencies in manufacturing a new model and also has experienced difficulty
in increasing production rates at a plant. There can be no assurance that the
Company will successfully integrate its manufacturing facilities or that it
will achieve the anticipated benefits and efficiencies from its expanded
manufacturing operations.  In addition,
the Companys operating results could be materially and adversely affected if
sales of the Company's products do not increase at a rate sufficient to offset
the Company's increased expense levels resulting from this expansion.

The setup of new models and
scale-up of production facilities involve various risks and uncertainties,
including timely performance of a large number of contractors, subcontractors,
suppliers and various government agencies that regulate and license
construction, each of which is beyond the control of the Company. The setup of
production for new models involves risks and costs associated with the
development and acquisition of new production lines, molds and other machinery,
the training of employees, and compliance with environmental, health and safety
and other regulatory requirements. The inability of the Company to complete the
scale-up of its facilities and to commence full-scale commercial  production in a timely manner could have a
material adverse effect on the Company's business, results of operations and
financial condition. In addition, the Company may from time to time experience
lower than anticipated yields or production constraints that may adversely
affect its ability to satisfy customer orders. Any prolonged inability to
satisfy customer demand could have a material adverse effect on the Company's
business, results of operations and financial condition.

CONCENTRATION OF SALES TO CERTAIN
DEALERS  Although the Companys products
were offered by 338 dealerships located primarily in the United States and
Canada at the end of 2000, a significant percentage of the Companys sales have
been and will continue to be concentrated among a relatively small number of
independent dealers.   Sales to Lazy
Days RV Center, Inc. accounted for 10.0% of the Companys sales in 1999 and
12.1% in 2000.  The Companys 10 largest
dealers, including Lazy Days RV Center, Inc., accounted for a combined 33.0% of
sales in 1999 and 36.0% in 2000.  The
loss of a significant dealer or a substantial decrease in sales by such a
dealer could have a material adverse effect on the Company's business, results
of operations and financial condition.

POTENTIAL LIABILITY UNDER
REPURCHASE AGREEMENTS  As is common in
the recreational vehicle industry, the Company enters into repurchase
agreements with the financing institutions used by its dealers to finance their
purchases. These agreements obligate the Company to repurchase a dealer's
inventory under certain circumstances in the event of a default by the dealer
to its lender. If the Company were obligated to repurchase a significant number
of its products in the future, it could have a material adverse effect on the
Company's financial condition, business and results of operations. The
Companys contingent obligations under repurchase agreements vary from period
to period and totaled approximately $321 million as of March 31, 2001, with
approximately 8.3% concentrated with one dealer. See Liquidity and Capital
Resources and Note 6 of Notes to the Companys Condensed Consolidated
Financial Statements.

AVAILABILITY AND COST OF FUEL  An interruption in the supply, or a
significant increase in the price or tax on the sale, of diesel fuel or
gasoline on a regional or national basis could have a material adverse effect
on the Company's business, results of operations and financial condition.
Diesel fuel and gasoline have, at various times in the past, been difficult to
obtain, and there can be no assurance that the supply of diesel fuel or
gasoline will continue uninterrupted, that rationing will not be imposed, or
that the price of or tax on diesel fuel or gasoline, which have increased in
price in the past year, will not significantly increase in the future, any of
which could have a material adverse effect on the Company's business, results
of operations and financial condition.

DEPENDENCE ON CERTAIN
SUPPLIERS  A number of important
components for certain of the Company's products are purchased from single or
limited sources, including its turbo diesel engines (Cummins), substantially
all of its transmissions (Allison), axles (Dana) for all diesel motor coaches
other than the Holiday Rambler Endeavor Diesel model and chassis (Workhorse and
Ford) for certain of its motorhome products. 
The Company has no long term supply contracts with these suppliers or
their distributors, and there can be no assurance that these suppliers will be
able to meet the Companys future requirements for these components. In 1997,
Allison put all chassis manufacturers on allocation with respect to one of the
transmissions the Company uses, and in 1999 Ford put one of its gasoline
powered chassis on allocation. The Company presently believes that its
allocation by suppliers of all components is sufficient to meet planned
production volumes, and the Company does not foresee any operating difficulties
as a result of vendor supply issues.* 
Nevertheless, there can be no assurance that Allison, Ford, or any of
the Companys other suppliers will be able to meet the Companys future
requirements for transmissions, chassis or other key components.  An extended delay or interruption in the
supply of any components obtained from a single or limited source supplier
could have a material adverse effect on the Company's business, results of
operations and financial condition.

NEW PRODUCT INTRODUCTIONS  The Company believes that the introduction
of new features and new models will be critical to its future success. Delays
in the introduction of new models or product features or a lack of market
acceptance of new models or features and/or quality problems with new models or
features could have a material adverse effect on the Company's business,
results of operations and financial condition. For example, unexpected costs
associated with model changes have adversely affected the Companys gross
margin in the past. Future product introductions could divert revenues from
existing models and adversely affect the Company's business, results of
operations and financial condition.

COMPETITION  The market for the Companys products is
highly competitive. The Company currently competes with a number of other
manufacturers of motor coaches, fifth wheel trailers and travel trailers, many
of which have significant financial resources and extensive distribution
capabilities.  There can be no assurance
that either existing or new competitors will not develop products that are
superior to, or that achieve better consumer acceptance than, the Companys
products, or that the Company will continue to remain competitive.

RISKS OF LITIGATION  The Company is subject to litigation arising
in the ordinary course of its business, including a variety of product
liability and warranty claims typical in the recreational vehicle industry.  Although the Company does not believe that
the outcome of any pending litigation, net of insurance coverage, will have a
material adverse effect on the business, results of operations or financial
condition of the Company, due to the inherent uncertainties associated with
litigation there can be no assurance in this regard.*

To date, the Company has been
successful in obtaining product liability insurance on terms the Company
considers acceptable. The Companys current policies jointly provide coverage
against claims based on occurrences within the policy periods up to a maximum
of $65.0 million for each occurrence and $66.0 million in the aggregate. There
can be no assurance that the Company will be able to obtain insurance coverage
in the future at acceptable levels or that the costs of insurance will be
reasonable. Furthermore, successful assertion against the Company of one or a
series of large uninsured claims, or of one or a series of claims exceeding any
insurance coverage, could have a material adverse effect on the Company's
business, results of operations and financial condition.





Item 3.  Quantitative and Qualitative Disclosures About Market Risk.Not applicable.

PART II - OTHER INFORMATION

Item 6.     Exhibits and Reports on Form 8-K



(a)         Exhibits

10.1  Credit Agreement dated January 12, 2001 with
U.S. Bank National Association.

(b)        Reports
on Form 8-K

No reports on Form 8-K were required to be
filed during the quarter ended March 31, 2001,
                            for which this report is filed.

SIGNATURES



Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.



MONACO COACH
  CORPORATIONDated:      May 15, 2001
  
  /s/:   P. Martin DaleyP. Martin DaleyVice President andChief Financial Officer (DulyAuthorized Officer and PrincipalFinancial Officer)