[TEXT]
<PAGE>
                                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, 1996
                               -------------
{ } 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 July 30, 1996
-----                            ----------------------------
Common stock, par value                     4,796,474
$.01 per share

<PAGE>
<TABLE>
<CAPTION>
                         NATIONAL R.V. HOLDINGS, INC.

                                    INDEX

                                                                      PAGE
                                                                      ----
<S>                                                                  <C>
            PART 1 - FINANCIAL INFORMATION
Item 1.  Consolidated Balance Sheet -
           June 30, 1996 and December 31, 1995                         	3
         Consolidated Statement of Income -
           Three and Six Months Ended June 30, 1996 and 1995           	4
         Consolidated Statement of Cash Flows -
           Six Months Ended June 30, 1996 and 1995                     	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
</TABLE>


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<PAGE>
<TABLE>
<CAPTION>
                        NATIONAL R.V. HOLDINGS, INC.						
                        CONSOLIDATED BALANCE SHEET						
                              (In thousands)						
                                (Unaudited)						
                                                      June 30,        Dec. 31,
                                                        1996            1995
                                                      --------        --------
<S>                                                   <C>             <C>
                    ASSETS
Current Assets:			
  Cash                                                $  3,257        $     73
  Trade receivables, less allowance for					
     doubtful accounts of $40,000                        4,767           6,683
  Inventories                                           15,900          14,347
  Deferred income taxes                                    770             483
  Prepaid expenses                                         526             393
                                                      --------        --------
     Total current assets                               25,220          21,979
Restricted funds                                         2,768           4,847 
Property, plant and equipment, net                       9,742           7,482 
                                                      --------        --------
                                                      $ 37,730        $ 34,308 
                                                      ========        ========
       LIABILITIES AND STOCKHOLDER'S EQUITY		
Current liabilities:
  Line of credit                                      $      -        $  1,900 
  Current portion of long-term debt                        146             146 
  Accounts payable                                       3,143           3,405 
  Accrued expenses                                       2,406           1,448 
                                                      --------        --------	
      Total current liabilities                          5,695           6,899 
Deferred income taxes                                    1,738           1,750 
Long-term debt                                           6,961           7,034 
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                                              59              37 
Additional paid-in capital                              22,417          21,062 
Accumulated earnings                                     8,144           4,521 
Less - cost of treasury stock                          ( 7,284)        ( 6,995)
                                                      --------        --------
      Total stockholders' equity                        23,336          18,625
                                                      --------        -------- 
                                                      $ 37,730        $ 34,308 
                                                      ========        ========
</TABLE>
             See Notes to Consolidated Financial Statements				
                                    3
<PAGE>
<TABLE>
<CAPTION>
                       NATIONAL R.V. HOLDINGS, INC.		
                     CONSOLIDATED STATEMENT OF INCOME		
                    (In thousands except per share data)									
                               (Unaudited)	
                                           Three Months        Six Months
                                        ------------------  -----------------
                                          Ended June 30,      Ended June 30, 		
                                          1996      1995      1996      1995
                                        --------  --------  --------  --------
<S>                                     <C>       <C>       <C>       <C>
Net sales                               $ 32,686  $ 21,464  $ 67,819  $ 42,874 
Cost of goods sold                        28,307    18,393    58,761    36,984 
                                        --------  --------  --------  --------
     Gross profit                          4,379     3,071     9,058     5,890 
Selling expenses                             774       608     1,648     1,239 
General and administrative expenses          636       904     1,185     1,382
                                        --------  --------  --------  -------- 
     Operating income                      2,969     1,559     6,225     3,269 
Other expense (income):	
  Interest expense                            77       218       195       443 
  Interest income                         (   65)  (   211)   (  136)   (  432)
  Other financing related costs               37        28        77        52 
                                        --------  --------  --------  --------
     Income before income taxes and
       extraordinary item                  2,920     1,524     6,089     3,206 
  Provision for income taxes               1,183       557     2,466     1,236 
     Income before extraordiary item       1,737       967     3,623     1,970 
  Extraodinary loss on investment in
   marketable equity securities,no 
   tax effect                                  -    (  958)        -    (  958)
                                        --------  --------  --------  --------
        Net income                      $  1,737  $      9  $  3,623  $  1,012 

Earnings per common share and common equivalent shares:									
  Income before extraordinary item      $   0.34  $   0.20  $   0.73  $   0.40 
  Extraordinary item                           -    ( 0.20)        -    ( 0.20)
                                        --------  --------  --------  --------	
        Net income                      $   0.34  $      -  $   0.73  $   0.20 
                                        ========  ========  ========  ========
Earnings per common share - assuming full dilution						
  Income before extraordinary item      $   0.34  $   0.20  $   0.71  $   0.40 
  Extraordinary item                           -    ( 0.20)        -    ( 0.20)
                                        --------  --------  --------  --------
        Net income                      $   0.34  $      -  $   0.71  $   0.20 
									
Weighted average number of shares:									
  Primary                                  5,106     4,901     4,961     4,889 
  Fully diluted                            5,120     4,902     5,082     4,890 
</TABLE>
              See Notes to Consolidated Financial Statements									
                                    4
<PAGE>									
<TABLE>
<CAPTION>
                        NATIONAL R.V. HOLDINGS, INC. 									
                    CONSOLIDATED STATEMENT OF CASH FLOWS 									
                              (In thousands) 									
                                (Unaudited) 									
				
                                           Three Months        Six Months
                                        ------------------  -----------------
                                          Ended June 30,      Ended June 30, 		
                                          1996      1995      1996      1995
                                        --------  --------  --------  --------
<S>                                     <C>       <C>       <C>       <C>
Cash flows from operating activities: 									
  Net income                            $  3,623  $  1,012  $  3,623  $  1,012 
  Adjustments to reconcile net income
    to net cash provided by operating
    activities:				
      Depreciation expense                   238       211       238       211 
      Amortization of deferred financial
        income                                 -   (   123)        -    (  123)
      Loss on investment in marketable 
        equity securities                      -       958         -       958 
      Gain on disposition of equipment         -   (    23)        -    (   23)
      Decrease in trade receivables        1,916       304         -         -   
      (Increase) decrease in 
        inventories                      ( 1,553)      592         -         -   
      (Increase) decrease in prepaid 
        expenses                         (   133)      159         -         -   
      Decrease in accounts payable       (   262)  (    70)        -    (    1)
      Increase in accrued expenses           958       171         -    (    1)
      (Decrease) increase in deferred 
        income taxes                     (   299)       45         -        45 
                                        --------  --------  --------  --------
          Net cash provided (used) by
           operating activities            4,488     3,236     3,861     2,078 

Cash flows from investing activities: 									
  Proceeds from disposition of equipment       -        23         -        23 
  Purchases of property, plant and 
    equipment                            ( 2,498)  (   420)  ( 2,498)   (  420)
                                        --------  --------  --------  --------
          Net cash provided (used) by 
           investing activities          ( 2,498)  (   397)  ( 2,498)   (  397)
Cash flows from financing activities: 									
  Net payments under line of credit      ( 1,900)  ( 2,800)  ( 1,900)        -
  Decrease in restricted funds             2,079         -     2,079         -
  Principal payments on revenue bonds    (    73)  (    95)  (    73)        -
  Proceeds from issuance of common stock   1,377        53     1,377        53
  Purchase of treasury stock             (   289)        -   (   289)        -
                                        --------  --------  --------  --------
          Net cash provided (used) by 
           financing activities            1,194   ( 2,842)    1,194        53 
                                        --------  --------  --------  --------
Net increase (decrease) in cash            3,184   (     3)    2,557     1,734 
Cash beginning of period                      73       301         -       301
                                        --------  --------  --------  --------
Cash end of period                      $  3,257  $    298  $  2,557  $  2,035 
                                        ========  ========  ========  ========
</TABLE>
                See Notes to Consolidated Financial Statements
                                      5
<PAGE>
<TABLE>
<CAPTION>
                         NATIONAL R.V. HOLDINGS, INC.
           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                         (In thousands except shares)
                                  (Unaudited)

                                            Common Stock
                             Preferred     --------------   Paid-in   Retained
                               Stock      Shares    Amount  Capital   Earnings
                              -------    ---------  ------  -------   --------
<S>                           <C>        <C>        <C>     <C>       <C>     
Balance, December 31, 1995    $      -   5,555,162  $   37  $21,062   $  4,521
  Purchase of Treasury Stock  
  Common Stock issued upon    
   exercise of warrants                    352,933       3    1,322
  Common Stock issued under   
   option plan                              13,379               52
  Adjustment for stock split                            19    (  19)
  Net income                                                             3,623
                              --------   ---------  ------  -------   --------
Balance, June 30, 1996        $      -   5,921,474  $   59  $22,417   $  8,144
                              ========   =========  ======  =======   ========
</TABLE>
<TABLE>
<CAPTION>
(Continued from above)                        Treasury     Stock		
                                               Shares      Amount      Total
                                             ----------   ---------    --------
<S>                                          <C>          <C>         <C>
Balance, December 31, 1995                   (1,083,330)  $( 6,995)   $ 18,625 
  Purchase of Treasury Stock                 (   41,670)   (   289)    (   289)
  Common Stock issued upon
   exercise of warrants                                                  1,325
  Common Stock issued under
   option plan                                                              52 
  Adjustment for stock split                                                 -
  Net income                                                             3,623 
                                             ----------   --------    --------
Balance, June 30, 1996        		             (1,125,000)  $( 7,284)   $ 23,336
                                             ==========   ========    ========
</TABLE>
                See Notes to Consolidated Financial Statements
                                     6
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                        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
subsidiary National R.V., Inc., referred to herein as the "Company"), the 
accompanying unaudited consolidated financial statements contain all adjust-
ments, 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 neces-
sarily indicative of the results for an entire year and the financial state-
ments 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.

   On April 25, 1996, the Board of Directors declared a three-for-two 
stock split to be distributed on May 16, 1996 to shareholders of record on 
May 6, 1996.
 		
NOTE 2 - INVENTORIES
--------------------
   Inventories consist of the following:
<TABLE>
<CAPTION>
                              June 30,            December 31,
                                1996                  1995
                             -----------          ------------
<S>                          <C>                  <C>
   Finished goods            $ 5,572,000          $ 5,289,000
   Work-in-process             1,969,000            3,211,000 
   Raw materials               5,624,000            5,125,000 
   Chassis                     2,735,000              722,000
                             -----------          -----------
                             $15,900,000          $14,347,000
                             ===========          ===========
</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, 1996, the Company had working capital of $19.5 million compared
to $15.1 million at December 31, 1995.  Net cash provided by operating 
activities was $4.5 million for the six months ended June 30, 1996, compared 
to $3.2 million for the same period in 1995.  The increase in cash provided by
operating activities resulted from an increase in net income, and favorable 
changes in accounts receivable and accrued expenses offset by an increase in 
inventories.

   Cash used in investing activities was $2.5 million compared to $0.4 million
for the comparable period last year.  The increase was primarily due to capital
expenditures for the construction of a new 154,000 square foot building.

   Cash provided by financing activities was $1.2 million compared to cash used 
by financing activities of $2.8 million for the comparable period last year.  
The change was primarily due to a $2.1 million decrease in restricted funds 
related to the building construction and $1.4 million proceeds from the 
issuance of common stock offset by a $1.9 million decrease in the line of 
credit and the $0.3 million purchase of treasury stock. 

   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 require-
ments for at least the next 24 months.

Results of Operations
---------------------
   Net sales for the second quarter of 1996 increased by $11.2 million or 52.3%
from the comparable period last year.  For the first half of 1996, the Company
reported sales of $67.8 million, 58.2% higher than sales of $42.9 million for 
the first half of last year.  This increase resulted primarily from a shift in
product mix to the higher priced Dolphin and Tropi-Cal motorhomes and a 391 
unit increase in the sales of the Company's Class A motorhomes, offset by a 78
unit decrease in the sales of the Company's fifth-wheel products.

   Cost of goods sold of $28.3 million for the second quarter of 1996 resulted
in a gross margin of 13.4% compared to a gross margin of 14.3% for the same 
period last year.  The higher gross margin last year was due primarily to 
favorable year end adjustments to cost of sales as the Company was a May fiscal
year corporation until December 31, 1995.  Cost of goods sold of $58.8 million
for the first half of 1996 resulted in a gross margin of 13.4% compared to a 
gross margin of 13.7% for the same period last year.

   Selling expense for the second quarter of 1996 increased to $0.8 million or 
2.4% of net sales, compared to $0.6 million or 2.8% of net sales for the same 
period last year.  Selling expense for the first half of 1996 increased to 
$1.6 million or 2.4% of net sales, compared to $1.2 million or 2.9% of net 
sales 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 second quarter of 1996 decreased
to $0.6 million or 1.9% of net sales, compared to $0.9 million or 4.2% of net 
sales for the same period last year.  General and administrative expense for 
the first half of 1996 decreased to $1.2 million or 1.7% of net sales, compared
to $1.4 million or 3.2% of net sales for the same period last year.  The 
decrease was primarily due to the payment of management bonuses in May 1995 as
the Company was still a May fiscal year corporation.

   As a result of the foregoing, operating income for the second quarter of 
1996 increased 90.4% to $3.0 million or 9.1% of net sales, compared to $1.6 
million or 7.3% of net sales for the same period last year.  Operating income 
for the first half of 1996 increased 90.4% to $6.2 million or 9.2% of net 
sales, compared to $3.3 million or 7.6% of net sales for the same period last 
year.

   Net interest expense and other financing related costs for the first half 
of 1996 increased $73,000 due principally to a net interest gain last year 
related to obligations to previous owners that were paid in September 1995.
	
   As a result of the foregoing, income before income taxes and extraordinary 
item for the second quarter of 1996 increased to $3.0 million or 8.9% of net 
sales, compared to $1.5 million or 7.1% of net sales for the same period last 
year.  Income before income taxes and extraordinary item for the first half of
1996 increased to $6.1 million or 9.0% of net sales, compared to $3.2 million 
or 7.5% of net sales for the same period last year.

   Provision for income taxes for the second quarter of fiscal 1996 was $1.2 
million compared to $0.6 million for the same period last year.  Provision for
income taxes for the first half of 1996 was $2.5 million compared to $1.2 
million for the same period last year.  The effective tax rate for the first 
half of 1996 was 40.5% compared to 38.6% for the same period last year.

   As a result of the foregoing, income before extraordinary item for the 
second quarter of 1996 increased to $1.7 million or 5.3% of net sales, 
compared to $1.0 million or 4.5% of net sales for the same period last year.  
Income before extraordinary item for the first half of 1996 increased to $3.6 
million or 5.3% of net sales, compared to $2.0 million or 4.6% of net sales 
for the same period last year.

   The Company incurred a $958,000 extraordinary loss on its investment in 
marketable equity securities in the second quarter of 1995.

   As a result of the foregoing, net income for the first half of 1996 
increased to $3.6 million or 5.3% of net sales, compared to $1.0 million, or 
2.4% of net sales 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
------------
        None












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<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: July 30, 1996    By /s/ WAYNE M. MERTES
                                       Wayne M. Mertes
                                       (President and Chief Executive Officer)
                Date: July 30, 1996    By /s/ KENNETH W. ASHLEY
                                       Kenneth W. Ashley
                                       (Chief Financial Officer and Treasurer)
					








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