FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
(Mark One)
{X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934.

For the quarterly period ended June 30, 1999

{   } TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934.
For the transition period from ........ to .........

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
            incorporation or organization)                   Identification No.)

                              3411 N. Perris Blvd.
                            Perris, California 92571
                                (909) 943-6007
          (Address, including zip code, and telephone number, including
             area code, of Registrant's principal executive offices)

         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 August 5, 1999
-----                                       -----------------------------
Common stock, par value                               10,427,232
$.01 per share

                                        1
<PAGE>


                          NATIONAL R.V. HOLDINGS, INC.

                                      INDEX

                                                                         PAGE
                             PART 1 - FINANCIAL INFORMATION

Item 1.    Consolidated Balance Sheet -
           June 30, 1999 and December 31, 1998                             3

           Consolidated Statement of Income -
           Three and Six Months Ended June 30, 1999 and 1998               4

           Consolidated Statement of Cash Flows -
           Six Months Ended June 30, 1999 and 1998                         5

           Consolidated Statement of Changes in Stockholders' Equity       6

           Notes to Consolidated Financial Statements                      7

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

                               PART II - OTHER INFORMATION

Item 4.    Submission of Matters to a Vote of Security Holders             11

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

           Signature                                                       12


<PAGE>


                          NATIONAL R.V. HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEET
                          (In thousands except shares)
<TABLE>
<CAPTION>
                                                    June 30,       December 31,
                                                      1999              1998
                                                   (Unaudited)
                ASSETS
Current Assets:
<S>                                                  <C>              <C>
    Cash                                             $ 33,764         $ 10,446
    Trade receivables, less allowance for
      doubtful accounts of $188                        16,799           20,719
    Inventories                                        52,874           46,832
    Deferred income taxes                               4,613            3,883
    Prepaid expenses                                    1,022              809
                                                    ---------        ---------
      Total current assets                            109,072           82,689
Goodwill                                                6,779            7,365
Property, plant and equipment, net                     28,942           24,341
Other                                                   1,152            3,344
                                                    ---------        ---------
                                                    $ 145,945        $ 117,739
                                                    =========        =========

      LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
    Current portion of long-term debt                $     20            $ 166
    Accounts payable                                   17,040            8,771
    Accrued expenses                                   15,435           10,272
                                                     --------        ---------
     Total current liabilities                         32,495           19,209
Deferred income taxes                                   2,341            2,341
Long-term debt                                             95            1,700
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, 10,418,374 and 10,322,837 issued and
      outstanding, respectively                           104             103
Additional paid-in capital                             45,587          44,645
Accumulated earnings                                   65,323          49,741
                                                    ---------       ---------
   Total stockholders' equity                         111,014          94,489
                                                    ---------       ---------
                                                    $ 145,945       $ 117,739
                                                    =========       =========
</TABLE>




                 See Notes to Consolidated Financial Statements

                                       3
<PAGE>
                          NATIONAL R.V. HOLDINGS, INC.
                        CONSOLIDATED STATEMENT OF INCOME
                      (In thousands except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                           Three Months          Six Months
                                           Ended June 30,      Ended June 30,
                                          1999       1998     1999        1998
<S>                                    <C>        <C>       <C>        <C>

Net sales                              $ 105,338  $ 90,873  $ 208,320  $ 171,159
Cost of goods sold                        87,959    76,575    174,187    144,472
                                        --------  --------   --------  ---------
      Gross profit                        17,379    14,298     34,133     26,687
Selling expenses                           2,612     2,487      5,324      5,275
General and administrative expenses        1,826     1,600      3,734      3,026
Amortization of intangibles                  104       104        207        207
                                        --------  --------   --------  ---------
      Operating income                    12,837    10,107     24,868     18,179
Other expense (income):
    Interest expense                           6        41         28        105
    Interest income                         (428)      (89)      (593)      (159)
    Other (income) expense                  (380)      215       (384)       223
                                         --------  -------   --------  ---------
      Income before income taxes           13,639    9,940     25,817     18,010
    Provision for income taxes              5,378    4,172     10,235      7,265
                                         --------  -------   --------  ---------
Net income                                $ 8,261  $ 5,768   $ 15,582   $ 10,745
Earnings per common share:
    Basic                                  $ 0.80   $ 0.59     $ 1.50     $ 1.10
    Diluted                                $ 0.74   $ 0.51     $ 1.38     $ 0.95
Weighted average number of shares:
    Basic                                  10,378    9,734     10,364      9,734
    Diluted                                11,189   11,364     11,251     11,364
</TABLE>









                 See Notes to Consolidated Financial Statements

                                        4
<PAGE>

                          NATIONAL R.V. HOLDINGS, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                          Six Months
                                                        Ended June 30,
                                                       1999         1998
 Cash flows from operating activities:
<S>                                                 <C>           <C>
     Net income                                     $ 15,582      $ 10,745
     Adjustments to reconcile net
       income to net cash provided
       by operating activities:
         Depreciation expense                          1,130           865
         Amortization of intangibles                     206           206
         Gain on asset disposal                         (379)            -
         Tax benefit related to exercise of
           stock options                                 471             -
         Decrease (increase) in trade receivables      3,919        (6,723)
         Increase in inventories                      (6,042)       (3,531)
         (Increase) decrease in prepaid expenses        (213)          170
         Increase in accounts payable                  8,269         6,848
         Increase in accrued expenses                  5,163           521
         Increase in deferred income taxes              (729)         (901)
                                                    --------     ---------
           Net cash provided by operating
             activities                               27,377         8,200
 Cash flows from investing activities:
     Purchases of property, plant and
       equipment                                      (5,712)       (2,643)
     Decrease (increase) in other assets                  21          (197)
     Investment in Dune Jet Services, LP               2,912             -
                                                    --------     ---------
           Net cash used in investing activities      (2,779)       (2,840)
 Cash flows from financing activities:
     Principal payments on long-term debt             (1,752)       (5,308)
     Proceeds from issuance of common stock              472         4,117
                                                    --------     ---------
           Net cash (used) provided
             by financing activities                  (1,280)       (1,191)
                                                    --------     ---------

 Net increase in cash                                 23,318         4,169
 Cash beginning of period                             10,446         3,542
                                                    --------     ---------
 Cash end of period                                 $ 33,764       $ 7,711
                                                    ========     =========
</TABLE>





                 See Notes to Consolidated Financial Statements

                                        5
<PAGE>

                          NATIONAL R.V. HOLDINGS, INC.
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                          (In thousands except shares)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                        Preferred        Common Stock           Paid-in     Accumulated
                                          Stock        Shares       Amount      Capital      Earnings        Total
                                       -----------  ------------  ----------   ----------   ------------   ---------
<S>                                     <C>          <C>            <C>         <C>          <C>            <C>
Balance, December 31, 1998              $     -      10,322,837     $ 103       $44,645      $ 49,741       $ 94,489
      Common Stock issued upon
        exercise of warrants                                295                       3                            3
      Common Stock issued under
        option plan                                      95,242         1           468                          469
      Tax benefit related to
        exercise of stock options                                                   471                          471
      Net income                                                                               15,582         15,582
                                        --------     ----------     -----       -------      --------      ---------
Balance, June 30, 1999                  $      -     10,418,374     $ 104       $45,587      $ 65,323      $ 111,014
                                        ========     ==========     =====       =======      ========      =========
</TABLE>










                 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 - INVENTORIES

   Inventories consist of the following:
<TABLE>
<CAPTION>

                                           June 30,            December 31,
                                            1999                  1998
                                        -------------          -------------
           <S>                            <C>                   <C>
           Finished goods                 $ 14,778,558          $ 11,112,000
           Work-in-process                  14,136,114            13,815,000
           Raw materials                    12,744,855            12,477,000
           Chassis                          11,214,454             9,428,000
                                          ------------          ------------
                                          $ 52,873,981          $ 46,832,000
                                          ============          ============

</TABLE>





                                        7
<PAGE>


NATIONAL R.V. HOLDINGS, INC.
PART 1, ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

   At June 30, 1999, the Company had working  capital of $76.6 million  compared
to $63.5 million at December 31, 1998. Net cash provided by operating activities
was $27.4  million  for the six months  ended June 30,  1999,  compared  to $8.2
million for the same period in 1998. This resulted primarily from an increase in
net income,  accounts  payable,  and accrued  expenses,  and a decrease in trade
receivables, partially offset by an increase in inventories.

   Cash  used in  investing  activities  was $2.8  million  for  both  six-month
periods. However,  purchases of property, plant, and equipment were $5.7 million
compared to $2.6 million for the comparable  period last year. This increase was
offset by a $2.9  million  distribution  in  respect  to the  Company's  limited
partnership  interest in Dune Jet  Services,  LP. The Company  expects  that its
limited  partnership  interest  in Dune Jet  Services  will be fully  liquidated
during 1999.

   Cash used in financing  activities was $1.3 million  compared to $1.2 million
for the comparable period last year.

   The Company  believes that the  combination  of internally  generated  funds,
existing capital and funds available from its existing credit facility,  will be
sufficient to meet the Company's  planned capital and  operational  requirements
for at least the next 24 months.

Results of Operations

   Net sales for the second quarter of 1999 increased by $14.5 million, or 15.9%
from the  comparable  period last year.  For the first half of 1999, the Company
reported sales of $208.3 million,  21.7% higher than sales of $171.2 million for
the first half of last year.  The Company's  National RV subsidiary  shipped 215
more Class A motorhomes and 30 more  fifth-wheel  units. The average sales price
for Class A motorhomes  at the National RV  subsidiary  increased  9.3% from the
same period last year to $75,741.  At the Country Coach subsidiary,  the average
price  increased  4.6% to $219,212.  Both  increases  reflect  strong demand for
higher-priced motorhomes with slide-out rooms.

   Cost of goods sold of $88 million for the second  quarter of 1999 resulted in
a gross margin of 16.5%  compared to a gross margin of 15.7% for the same period
last  year.  Cost of goods  sold of $174.2  million  for the first  half of 1999
resulted in a gross margin of 16.4%  compared to a gross margin of 15.6% for the
same  period  last  year.  The  increase  was  due  primarily  to  manufacturing
efficiencies resulting from increased production volume at both subsidiaries.

   Selling expense for the second quarter of 1999 increased to $2.6 million,  or
2.5% of net sales,  compared to $2.5 million,  or 2.7% of net sales for the same
period last year.  Selling expense for the first half of 1999 remained  constant
at $5.3 million, or 2.6% of net sales,  compared to $5.3 million, or 3.1% of net
sales for the same period last year.  The decrease as a percentage  of net sales
was primarily due to a change in the method of  calculating  commissions  at the
National RV subsidiary.



                                        8
<PAGE>



NATIONAL R.V. HOLDINGS, INC.
PART 1, ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

   General and  administrative  expense for the second quarter of 1999 increased
to $1.8 million, or 1.7% of net sales,  compared to $1.6 million, or 1.8% of net
sales for the same period last year. General and administrative  expense for the
first half of 1999 increased to $3.7 million, or 1.8% of net sales,  compared to
$3.0 million, or 1.8% of net sales for the same period last year.

   As a result of the foregoing, operating income for the second quarter of 1999
increased  27.0% to $12.8  million,  or 12.2% of net  sales,  compared  to $10.1
million,  or 11.1% of net sales for the same period last year.  Operating income
for the first half of 1999  increased  36.8% to $24.9  million,  or 11.9% of net
sales, compared to $18.2 million, or 10.6% of net sales for the same period last
year.

   Interest expense for the first half of 1999 decreased $77,000 compared to the
same period last year due to the retirement of debt.  Interest income  increased
$434,000 for the six months due to an increase in cash. Other income of $384,000
for the first half of 1999 is comprised primarily of a gain of $362,000 from the
liquidation of the investment in Dune Jet Services, LP, as noted above.

   As a result of the  foregoing,  income  before  income  taxes for the  second
quarter of 1999 increased to $13.6 million,  or 12.9% of net sales,  compared to
$9.9 million, or 10.9% of net sales for the same period last year. Income before
income taxes for the first half of 1999 increased to $25.8 million,  or 12.4% of
net sales,  compared to $18.0 million, or 10.5% of net sales for the same period
last year.

   Provision  for income  taxes for the second  quarter of fiscal  1999 was $5.4
million  compared to $4.2 million for the same period last year.  Provision  for
income  taxes for the  first  half of 1999 was $10.2  million  compared  to $7.3
million for the same period last year. The effective tax rate for the first half
of 1999 was 39.6%  compared to 40.3% for the same period last year. The decrease
was due  primarily  to  improved  apportionment  of income to states  with lower
taxes.

   As a result of the  foregoing,  net  income  for the  second  quarter of 1999
increased to $8.3 million,  or 7.8% of net sales,  compared to $5.8 million,  or
6.3% of net sales for the same period  last year.  Net income for the first half
of 1999  increased  to $15.6  million,  or 7.5% of net sales,  compared to $10.7
million, or 6.3% of net sales for the same period last year.

                                      9
<PAGE>

Year 2000 Date Conversion

   An issue affecting the Company and most other  companies is whether  computer
systems and  applications  will  recognize and process the year 2000 and beyond.
The Company is in the process of assessing and  implementing  necessary  changes
for all areas of the Company's  business which could be impacted;  these include
such  areas as  business  computer  systems,  dealership  systems,  plant  floor
equipment, end-user computing, financial institutions and suppliers.
   Based on assessments  completed to date and compliance plans in process,  the
Company does not expect that the year 2000 issue will have a material  effect on
its  business  operations,  consolidated  financial  condition,  cash flows,  or
results of operations. However, if appropriate modifications are not made by the
Company's  suppliers or dealers on a timely basis,  or if the  Company's  actual
costs or timing for the year 2000 date  conversion  differ  materially  from its
present  estimates,  the Company's  operations  and  financial  results could be
significantly adversely affected.

Disclosure Regarding Forward Looking Statements

   Statements  contained  in this  Quarterly  Report  on Form  10-Q that are not
historical  facts are  forward-looking  statements  within  the  meaning  of the
Private Securities  Litigation Reform Act of 1995.  Investors are cautioned that
forward-looking  statements are inherently  uncertain.  Actual  performance  and
results may differ  materially  from that  projected or suggested  herein due to
certain risks and  uncertainties  including,  without  limitation,  the cyclical
nature  of  the  recreational   vehicle  industry;   seasonality  and  potential
fluctuations in the Company's  operating  results;  the pricing and availability
of gasoline; the Company's  dependence on chassis suppliers; the integration  by
the Company of acquired businesses  and  the management  of  growth;   potential
liabilities  under  repurchase  agreements; competition; government  regulation;
product liability; dependence on key personnel and dependence on certain dealers
and concentration of  dealers  in  certain   regions.   Additional   information
concerning   certain  risks  and uncertainties  that could cause actual  results
to differ materially from that projected  or suggested  may be  identified  from
time  to  time  in  the  Company's  filings  with  the  Securities  and Exchange
Commission  (SEC) and the  Company's public  announcements,  copies of which are
available  from the SEC or from the Company upon request.


                                       10
<PAGE>


PART II - OTHER INFORMATION

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         On  May  28,  1999,  the  Company  held  its  1999  Annual  Meeting  of
stockholders  (the  "Annual  Meeting").  The  matters  voted  upon at the Annual
Meeting and the votes cast for such matters were as follows:

         1.       The Company's  stockholders  elected Gary N. Siegler and Wayne
                  M. Mertes as Class I Directors  to serve until the 2002 Annual
                  Meeting.  Voting for the nominees for director was as follows:
                  Gary N.  Siegler;  7,239,646  shares  FOR and  561,513  shares
                  WITHHELD;  and  Wayne  M.  Mertes;  7,241,487  shares  FOR and
                  556,663 shares WITHHELD.

         2.       The  Company's  stockholders  approved  the  adoption  of  the
                  Company's 1999 Stock Option Plan. For the approval of the 1999
                  Stock  Option  Plan,  the  vote  was  5,185,145   shares  FOR;
                  2,589,847 shares AGAINST; and 26,167 shares ABSTAINING.

         3.       The  Company's   stockholders   approved  the  appointment  of
                  PricewaterhouseCoopers  LLP, as the Company's  auditor for the
                  current    fiscal    year.    For    the     appointment    of
                  PricewaterhouseCoopers  LLP as the Company's auditor, the vote
                  was 7,699,815  shares FOR;  96,551 shares  AGAINST;  and 4,793
                  shares ABSTAINING.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
A.  Exhibits

     99.1  Disclosure Regarding Forward Looking Statements

B.       Reports on Form 8-K

      None


                                       11
<PAGE>


                                   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.

                                                  NATIONAL R.V. HOLDINGS, INC.
                                                          (Registrant)

         Date: August 5, 1999                     By /s/ BRADLEY C. ALBRECHTSEN

                                                  Bradley C. Albrechtsen
                                                  Chief Financial Officer,
                                                  Treasurer, and Assistant
                                                  Secretary (Principal
                                                  Accounting and Finance
                                                  Officer)








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