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 March 31, 1998

{   }  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 May 4, 1998
-----                                                --------------------------
Common stock, par value                              6,527,189
$.01 per share

                                       1

<PAGE>

                          NATIONAL R.V. HOLDINGS, INC.

                                      INDEX

                                                                          PAGE
                             PART 1 - FINANCIAL INFORMATION

Item 1.    Consolidated Balance Sheet -
           March 31, 1998 and December 31, 1997                             3

           Consolidated Statement of Income -
           Three Months Ended March 31, 1998 and 1997                       4

           Consolidated Statement of Cash Flows -
           Three Months Ended March 31, 1998 and 1997                       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 - 9

                               PART II - OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K                                10

           Signature                                                       11

                                       2

<PAGE>

                          NATIONAL R.V. HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEET
                                (In thousands)
                                  (Unaudited)
 
<TABLE>
<CAPTION>
                                                                            March 31,           December 31,
                                                                                      1998                  1997
ASSETS
Current Assets:
<S>                                                                                <C>                   <C>
      Cash                                                                         $ 8,816               $ 3,542
      Trade receivables, less allowance for
          doubtful accounts of $180,000                                             18,997                11,388
      Inventories                                                                   35,728                37,543
      Deferred income taxes                                                          3,175                 2,741
      Prepaid expenses                                                               1,394                 1,375
                                                                            ---------------     -----------------
          Total current assets                                                      68,110                56,589
Goodwill - net                                                                       7,675                 7,778
Property, plant and equipment, net                                                  21,127                19,817
Other                                                                                3,052                 3,020
                                                                            ===============     =================
                                                                                  $ 99,964              $ 87,204
                                                                            ===============     =================
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
      Current portion of long-term debt                                            $ 4,955                 $ 554
      Accounts payable                                                              12,718                 9,006
      Accrued expenses                                                              11,239                 7,758
                                                                            ---------------     -----------------
          Total current liabilities                                                 28,912                17,318
Deferred income taxes                                                                2,079                 2,225
Long-term debt                                                                       1,736                 6,703
Commitments and contingencies
Stockholders' equity:
      Preferred stock - $.01 par value; 5,000 shares
          authorized, 4,000 issued and outstanding                                       -                     -
      Common stock - $.01 par value; 10,000,000 shares
          authorized                                                                    65                    63
Additional paid-in capital                                                          36,563                35,263
Accumulated earnings                                                                30,609                25,632
                                                                            ---------------     -----------------
      Total stockholders' equity                                                    67,237                60,958
                                                                            ===============     =================
                                                                                  $ 99,964              $ 87,204
                                                                            ===============     =================
</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
                                                                                          Ended March 31,
                                                                                     1998                  1997
<S>                                                                               <C>                   <C>
Net sales                                                                         $ 80,286              $ 58,596
Cost of goods sold                                                                  67,897                50,993
                                                                            ---------------     -----------------
          Gross profit                                                              12,389                 7,603
Selling expenses                                                                     2,788                 2,117
General and administrative expenses                                                  1,426                 1,261
Amortization of intangibles                                                            103                   103
                                                                            ---------------     -----------------
          Operating income                                                           8,072                 4,122
Other expense (income):
      Interest expense                                                                  64                    49
      Interest income                                                                  (70)                  (33)
      Other (income) expense                                                             8                    19
                                                                            ---------------     -----------------
          Income before income taxes                                                 8,070                 4,087
      Provision for income taxes                                                     3,093                 1,698
                                                                            ---------------     -----------------
Net income                                                                         $ 4,977               $ 2,389
Earnings per common share:
      Basic                                                                         $ 0.77                $ 0.38
      Diluted                                                                       $ 0.66                $ 0.36
Weighted average number of shares:
      Basic                                                                          6,428                 6,232
      Diluted                                                                        7,544                 6,716

</TABLE>















                 See Notes to Consolidated Financial Statements

                                        4
<PAGE>

                          NATIONAL R.V. HOLDINGS, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (In thousands)
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                                           Three Months
                                                                                          Ended March 31,
                                                                                      1998                  1997
 Cash flows from operating activities:
<S>                                                                                <C>                   <C>
       Net income                                                                  $ 4,977               $ 2,389
       Adjustments to reconcile net income to net cash provided
           by operating activities:
               Depreciation expense                                                    415                   246
               Amortization of intangibles                                             103                   103
               Increase in trade receivables                                        (7,609)              (10,398)
               Decrease (increase) in inventories                                    1,815                  (201)
               (Increase) decrease in prepaid expenses                                 (19)                   41
               Increase in accounts payable                                          3,712                 4,266
               Increase in accrued expenses                                          3,481                 2,411
               Decrease in deferred income taxes                                      (580)                 (163)
                                                                            ---------------     -----------------
                 Net cash provided (used) by operating activities                    6,295                (1,306)
 Cash flows from investing activities:
       Purchases of property, plant and equipment                                   (1,725)               (1,946)
                                                                            ---------------     -----------------
                 Net cash used by investing activities                              (1,725)               (1,946)
 Cash flows from financing activities:
       Increase in line of credit                                                        -                 2,930
       Increase in other assets                                                        (32)                 (124)
       Principal payments on long-term debt                                           (566)                  (80)
       Proceeds from issuance of common stock                                        1,302                   294
                                                                            ---------------     -----------------
                 Net cash provided by financing activities                             704                 3,020
                                                                            ---------------     -----------------
 Net increase (decrease) in cash                                                     5,274                  (232)
 Cash beginning of period                                                            3,542                   819
                                                                            ---------------     -----------------
 Cash end of period                                                                $ 8,816                 $ 587

</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, 1997            $ -     6,311,383      $ 63     $ 35,263     $ 25,632     $ 60,958
     Common Stock issued upon
       exercise of warrants                     166,591         2        1,091                     1,093
     Common Stock issued upon
       exercise of options                       14,615                    209                       209
     Net income                                                                       4,977        4,977
                                     -------------------------------------------------------------------------
Balance, March 31, 1998               $ -     6,492,589      $ 65     $ 36,563     $ 30,609     $ 67,237

</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:

                                             March 31,         December 31,
                                               1998                1997
                                       ------------------  ------------------
Finished goods                             $  7,116,000        $ 10,751,000
Work-in-process                              13,214,000          12,769,000
Raw materials                                11,663,000          11,747,000
Chassis                                       3,735,000           2,276,000
                                       ==================  ==================
                                           $ 35,728,000        $ 37,543,000
                                       ==================  ==================





                                       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 March 31, 1998, the Company had working capital of $39.2 million  compared
to $39.3 million at December 31, 1997. In February 1998, the Company  determined
that it had  exceeded a capital  expenditure  limitation  contained  in the loan
agreement and certain related agreements governing the Company's 1995 industrial
revenue bond issue (the "Bond Agreements"),  of which  approximately  $4,700,000
was outstanding at December 31, 1997. As a result,  the Bond Agreements  require
that the  Company  prepay  such debt in full at an  amount  equal to 100% of the
principal  amount  of such  debt  plus  accrued  interest.  The  debt  has  been
classified as current as of March 31, 1998 and was paid on April 24, 1998.

   Net cash  provided by  operating  activities  was $6.3  million for the three
months ended March 31, 1998,  compared to cash used by operating  activities  of
$1.3  million for the same period in 1997.  The change was due  primarily  to an
increase in net income and favorable changes in accounts receivable, inventories
and  accrued  expenses,  offset  somewhat  by changes in  accounts  payable  and
deferred income taxes.

   Cash used by investing  activities was $1.7 million  compared to $1.9 million
for the comparable period last year.

   Cash  provided by  financing  activities  was $0.7  million  compared to $3.0
million for the  comparable  period last year. The change was primarily due to a
$2.9 million increase in the line of credit 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 three  months  ended  March  31,  1998  increased  by $21.7
million or 37.0% from the same period last year.  The  Company's  Country  Coach
subsidiary shipped 30 more Class A motorhomes than last year and the National RV
subsidiary  shipped 170 more Class A motorhomes and 36 more  fifth-wheel  units.
The average  sales price for Class A motorhomes  at the  National RV  subsidiary
increased 8.9% to $69,484 reflecting strong demand for higher-priced  motorhomes
with slide-out rooms.

   Cost of goods sold for the three  months  ended March 31, 1998  increased  by
$16.9 million or 33.1% from the  comparable  period last year.  The increase was
primarily due to the increase in sales.  Gross profit margin  increased to 15.4%
for the current  period as compared to 13.0% for the same period last year.  The
increase was due  primarily  to  manufacturing  efficiencies  at the National RV
subsidiary which operated at a 28.3% higher rate of production than last year.

   Selling  expense for the three  months  ended March 31, 1998  increased  $0.7
million or 31.7% from the same period last year.  The increase was due primarily
to commissions  and promotional  costs related to the higher sales volume.  As a
percent of net sales,  selling expense  decreased to 3.5% from 3.6% for the same
period last year.

                                       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 three months ended March 31, 1998
increased  $0.2 million or 13.1% from the same period last year. As a percent of
net sales,  general and  administrative  expense decreased to 1.8% from 2.2% for
the same period last year.

     As a result of the foregoing,  operating  income for the three months ended
March 31, 1998  increased  $4.0  million,  or 95.8%.  As a percent of net sales,
operating income increased to 10.1% from 7.0% for the same period last year.

   Net interest  expense and other financing  related costs for the three months
ended March 31, 1998 increased  income by $33,000 from the same period last year
due primarily to an increase in interest income.

   As a result of the foregoing,  income before taxes increased $4.0 million, or
97.5% to $8.1 million for the three months ended March 31, 1998. As a percent of
net sales,  income before taxes increased to 10.1% from 7.0% for the same period
last year.

   Provision for income taxes for the three months ended March 31, 1998 and 1997
was  $3.1  million  and  $1.7  million,  respectively.  The  effective  tax rate
decreased  to 38.3% from 41.5% for the same period last year.  The  decrease was
due  primarily  to  improved  apportionment  of income to states  with lower tax
rates.

   As a result, net income increased $2.6 million, or 108.3% to $5.0 million for
the three months ended March 31, 1998,  as compared to $2.4 million for the same
period last year. As a percent of net sales,  net income  increased to 6.2% from
4.1% for the same period last year.

                                       9

<PAGE>

PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

A.   Exhibits

     None.

B.   Form 8-K

     On March 6,  1998,  the  Company  filed a Current  Report on Form 8-K dated
February 25, 1998. Such Form 8-K reported under Item 5 that on February 28,1998,
the Board of Directors of National  R.V.  Holdings,  Inc.  appointed  Mr. Doy B.
Henely  as a  Class  III  director  to  fill  the  vacancy  left  by the  recent
resignation of Gary L. Fuhrman. In addition,  the Board expanded the size of the
Class II class of directors  from two to three and appointed Mr. Greg  McCaffery
as a Class II director.

                                       10

<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: May 4,  1998               By /s/ WAYNE M. MERTES
                                      Wayne M. Mertes
                                      (President and Chief Executive Officer)

     Date: May 4, 1998                By /s/ KENNETH W. ASHLEY
                                      Kenneth W. Ashley
                                      (Chief Financial Officer and Treasurer)

                                       11
<PAGE>