SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q

(Mark One)
{X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934

                  For the quarterly period ended June 30, 2004

{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934
                         Commission file number 0-22268

                          NATIONAL R.V. HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                       33-0371079
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

 3411 N. Perris Blvd., Perris, California                 92571
 (Address of principal executive offices)              (Zip Code)

       Registrant's telephone number, including area code: (909) 943-6007

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                   YES X NO __



Indicate by check mark whether the registrant is an accelerated filer.

                                  YES __ NO X



     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 04, 2004
Common stock, par value                                      10,225,505
$.01 per share

<PAGE>

                          NATIONAL R.V. HOLDINGS, INC.

                                      INDEX

                                                                   PAGE
                             PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements
          Consolidated Balance Sheets -
          June 30, 2004 and December 31, 2003                              3

          Consolidated Statements of Operations -
          Three and Six Months Ended June 30, 2004 and 2003                4

          Consolidated Statements of Cash Flows -
          Six Months Ended June 30, 2004 and 2003                          5

          Notes to Consolidated Financial Statements                     6 - 10

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations                 11 - 19

Item 3.   Quantitative and Qualitative Disclosures about Market Risk       20

Item 4.   Controls and Procedures                                          21

                           PART II - OTHER INFORMATION

Item 4.   Submission of Matters to a Vote of Security Holders              22

Item 6.   Exhibits and Reports on Form 8-K                                 23

          Signature                                                        24


                                       2

<PAGE>


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

                                                       June 30,     December 31,
                                                         2004           2003
                                                         ----           ----
                                                      (Unaudited)

                             ASSETS
Current assets:
    Cash and cash equivalents...................    $      363      $   2,059
    Restricted cash.............................           250            250
    Receivables, less allowance for doubtful
     accounts ($93 and $132, respectively)......        31,172         20,978
    Inventories.................................        63,859         51,659
    Deferred income taxes.......................         7,955          7,955
    Prepaid expenses............................         1,993          1,658
                                                    ----------      ---------
      Total current assets......................       105,592         84,559
Property, plant and equipment, net..............        39,362         40,833
Long-term deferred income taxes.................         3,805          3,805
Other...........................................         1,231          1,252
                                                    ----------      ---------
                                                    $  149,990      $ 130,449
                                                    ==========      =========

              LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Current portion of long-term debt...........    $       7       $      19
    Accounts payable............................       27,131          14,101
    Accrued expenses............................       23,666          20,770
                                                    ---------       ---------
      Total current liabilities.................       50,804          34,890
Long-term accrued expenses......................        7,946           7,569
                                                    ---------       ---------
Total liabilities...............................       58,750          42,459
                                                    ---------       ---------
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, 10,201,671 and 10,190,230
   issued and outstanding, respectively.........          102             102
Additional paid-in capital......................       36,557          36,463
Retained earnings...............................       54,581          51,425
                                                    ---------       ---------
      Total stockholders' equity................       91,240          87,990
                                                    ---------       ---------
                                                    $ 149,990       $ 130,449
                                                    =========       =========

                                       3

                 See Notes to Consolidated Financial Statements.

<PAGE>

                          NATIONAL R.V. HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                                   (Unaudited)

                                        Three Months         Six Months
                                        Ended June 30,       Ended June 30,
                                        2004      2003      2004        2003
                                        ----      ----      ----        ----
Net sales............................$126,408  $ 73,471  $ 236,846   $ 151,572
Cost of goods sold................... 115,738    73,907    218,889     154,094
                                     --------  --------  ---------   ---------
   Gross profit (loss)...............  10,670      (436)    17,957      (2,522)
Selling expenses.....................   3,262     2,952      6,883       6,085
General and administrative expenses..   3,286     1,958      5,873       4,077
                                     --------  --------  ---------   ---------
   Operating income (loss)...........   4,122    (5,346)     5,201     (12,684)
Interest expense.....................      16        58         78         224
Other expense (income)...............       1        (3)       (47)         (5)
                                     --------  --------  ---------   ---------
   Income (loss) before income taxes.   4,105    (5,401)     5,170     (12,903)
Provision (benefit) for income taxes.   1,618    (1,999)     2,014      (4,775)
                                     --------  --------  ---------   ---------
   Net income (loss).................$  2,487  $ (3,402) $   3,156   $  (8,128)
                                     ========  ========  =========   =========
Earnings (loss) per common share:
    Basic............................$   0.24  $  (0.35) $    0.31   $   (0.83)
    Diluted..........................$   0.24  $  (0.35) $    0.30   $   (0.83)

Weighted average number of shares:
    Basic............................  10,197     9,832     10,194       9,832
    Diluted..........................  10,440     9,832     10,377       9,832









                 See Notes to Consolidated Financial Statements.

                                       4

<PAGE>

                          NATIONAL R.V. HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

                                                         Six Months
                                                       Ended June 30,
                                                     2004              2003
                                                     ----              ----
Cash flows from operating activities:
  Net income (loss)............................  $   3,156        $   (8,128)
  Adjustments to reconcile net income (loss)
  to net cash (used in) provided by operating
  activities:
   Depreciation................................      1,935             1,974
   Gain on asset disposal......................        (45)               -
   Changes in assets and liabilities:
    Increase in trade receivables..............    (10,194)           (1,194)
    (Increase) decrease in inventories.........    (12,200)            9,456
    Decrease in income taxes receivable........         -              7,015
    (Increase) decrease in prepaid expenses....       (335)              569
    Increase in accounts payable...............     13,030             5,769
    Increase (decrease) in accrued expenses....      3,273            (1,049)
    Increase in deferred income taxes..........         -             (4,517)
                                                 ---------        ----------
   Net cash (used in) provided by operating
    activities.................................     (1,380)            9,895
                                                 ---------        ----------
Cash flows from investing activities:
  Decrease in other assets.....................         21               340
  Proceeds from sale of assets.................      1,932                -
  Purchases of property, plant and equipment...     (2,351)             (729)
                                                 ---------        ----------
   Net cash used in investing activities.......       (398)             (389)
                                                 ---------        ----------
Cash flows from financing activities:
  Net payments on line of credit...............         -             (4,943)
  Decrease in book overdraft...................         -               (943)
  Principal payments on long-term debt.........        (12)              (11)
  Proceeds from exercise of stock options......         94                -
                                                 ---------         ---------
   Net cash provided by (used in) financing
   activities..................................         82            (5,897)
                                                 ---------         ---------
Net (decrease) increase in cash................     (1,696)            3,609
Cash, beginning of period......................      2,059                14
                                                 ---------         ---------
Cash, end of period............................  $     363         $   3,623
                                                 =========         =========



                 See Notes to Consolidated Financial Statements.

                                       5

<PAGE>

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 1 - GENERAL

     In the opinion of National  R.V.  Holdings,  Inc.  (collectively,  with its
subsidiaries National R.V., Inc. (NRV) and Country Coach, Inc. (CCI) 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.   Certain
reclassifications,  none of which affected net loss or retained  earnings,  have
been made to prior period amounts to conform to current period presentation.


NOTE 2 - HISTORY OF RECENT LOSSES

     The  Company  experienced  a net  profit in the first six months of 2004 of
$3.2 million  compared to a net loss of $8.1 million during the same period last
year.  However,  the  Company  had net losses  totaling  $8.3  million and $21.4
million for the years ended December 31, 2003 and 2002, respectively.  Continued
losses could reduce the Company's  liquidity and cause the Company to reduce its
expenditures on capital improvements,  machinery and equipment, and research and
development.  This  could  have a negative  effect on the  Company's  ability to
maintain production schedules, manufacture products of high quality, and develop
and manufacture new products that will achieve market acceptance. This could, in
turn, have a negative impact on the Company's sales and earnings.  The Company's
losses in 2003 and 2002 were mainly caused by (i) excess manufacturing  capacity
and  related  fixed  costs  caused by  continued  low  production  levels,  (ii)
continued  significant  discounting  to wholesale  distributors  in 2002 and the
first half of 2003,  (iii) the  recognition  of the complete  impairment  of the
Company's  goodwill in 2002, (iv) high warranty costs in 2002 and (v) a workers'
compensation  reserve increase in 2002 and continued high workers'  compensation
costs in 2003.  In spite of profitable  first and second  quarters in 2004 and a
profitable  fourth quarter in 2003,  there are no assurances that the conditions
that have  resulted in the  Company's  losses in 2003 and 2002 will not continue
through 2004 and beyond.

     As of June 30, 2004,  the Company had a deferred tax asset of $11.8 million
which includes the tax benefit of operating loss  carryforwards of $7.1 million.
Realization  is  dependent  on  generating  sufficient  taxable  income prior to
expiration  of the loss  carryforwards.  Although  realization  is not  assured,
management  believes  it is more likely  than not that all of the  deferred  tax
asset  will be  realized.  The  amount  of the  deferred  tax  asset  considered
realizable  however,  could be reduced in the near term if  estimates  of future
taxable income during the carryforward period are reduced.

NOTE 3 - STOCK BASED COMPENSATION

     The  Company  has  stock  option  plans  that  enable  it to  offer  equity
participation  to  employees,   officers,  and  directors  as  well  as  certain
non-employees.  Stock  options  may be  granted  as  incentive  or  nonqualified
options.

                                       6
<PAGE>

     The Company has four fixed option plans that reserve shares of common stock
for issuance to executives,  key  employees,  consultants,  and  directors.  The
Company  has also  issued  fixed  options  outside  of such  plans  pursuant  to
individual stock option  agreements.  Options granted to non-employee  directors
generally  vest  immediately  upon grant and generally  expire five to ten years
from the  date of  grant.  Options  granted  to  employees,  including  employee
directors,  generally vest in three equal annual installments and expire five to
ten years from the date of grant.  The price of the options granted  pursuant to
these plans will not be less than 100 percent of the market  value of the shares
on the date of grant.  There  were  24,000  options  granted  during  the second
quarter of 2004 and 236,500  options  granted in the first quarter of 2004,  and
there were no options granted during 2003.

     The Company has adopted the provisions of Statement of Financial Accounting
Standards No. 148,  "Accounting  for  Stock-Based  Compensation - Transition and
Disclosure"  (SFAS  148),  which  amends SFAS  Statement  123,  "Accounting  for
Stock-Based  Compensation."  As permitted by SFAS 148, the Company  continues to
measure compensation cost in accordance with Accounting Principles Board Opinion
No.  25,  "Accounting  for  Stock  Issued  to  Employees"  (APB 25) and  related
interpretations,  but provides pro forma  disclosures of net income and earnings
per share as if the  fair-value  method had been applied.  The  following  table
illustrates the effect on net income (loss) and earnings (loss) per share if the
Company  had  applied  the fair  value  recognition  provisions  to  stock-based
employee compensation:


All amounts in thousands except per share amounts

                                   Three Months             Six Months
                                   Ended June 30,          Ended June 30,
                                   --------------------------------------
                                    2004       2003       2004        2003
                                    ----       ----       ----        ----
Net income (loss) - as reported..$  2,487   $ (3,402)  $  3,156    $ (8,128)
Total stock-based employee
 compensation expense determined
 under fair value based method
 for all awards, net of related
 tax effects.................... $    170   $    (83)  $    289    $   (190)
                                 --------   --------   --------    --------
Pro forma net income (loss)..... $  2,317   $ (3,485)  $  2,867    $ (8,318)
                                 ========   ========   ========    ========
Basic earnings (loss) per share
as reported..................... $   0.24   $  (0.35)  $   0.31    $  (0.83)
Total stock-based employee
 compensation expense determined
 under fair value based method
 for all awards, net of related
 tax effects...................  $   0.01   $     -    $   0.03    $   0.02
                                 --------   --------   --------    --------
Basic earnings (loss) per share
 pro forma.....................  $   0.23   $  (0.35)  $   0.28    $  (0.85)
                                 ========   ========   ========    ========
Diluted earnings (loss) per share
as reported..................... $   0.24   $  (0.35)  $   0.30    $  (0.83)
Total stock-based employee
 compensation expense determined
 under fair value based method
 for all awards, net of related
 tax effects.................... $   0.02   $     -    $   0.02    $   0.02
                                 --------   --------   --------   ---------
Diluted earnings (loss) per share
 pro forma...................... $   0.22   $  (0.35)  $   0.28    $  (0.85)
                                 ========   ========   ========    ========


     The weighted-average  fair value of the stock options has been estimated on
the  date  of  grant  using  the   Black-Scholes   option-pricing   model.   The
weighted-average  fair  value  of  stock  options  and the  assumptions  used to
calculate weighted-average fair value are listed below for new grants during the
six months ended June 30, 2004. There were no new stock option grants during the
six months ended June 30, 2003.

                                       7

<PAGE>

                                 Quarter Ended
                                 June 30, 2004
                                --------------
Dividend yield.............           0.0%
Expected volatility........         279.1%
Risk-free interest rate....          3.45%
Expected lives.............        4 years


NOTE 4 - SUPPLEMENTAL BALANCE SHEET INFORMATION

Inventories consist of the following (in thousands):

                                                  June 30,        December 31,
                                                    2004              2003
                                                  --------          --------
                    Finished goods........         $ 7,941          $  8,957
                    Work-in-process.......          31,367            22,142
                    Raw materials.........          18,083            13,902
                    Chassis...............           6,468             6,658
                                                  --------          --------
                    Total inventories.....        $ 63,859          $ 51,659
                                                  ========          ========

Accrued expenses consist of the following (in thousands):

                                                    June 30,      December 31,
  Current accrued expenses:                           2004            2003
                                                   --------        --------
 Workers' compensation self-insurance reserve...   $  3,163        $  3,561
 Warranty reserve...............................      8,589           8,312
 Payroll and other accrued expenses.............     11,914           8,897
                                                   --------        --------
   Total current accrued expenses...............   $ 23,666        $ 20,770
                                                   ========        ========
 Long-term accrued expenses:

 Workers' compensation self-insurance reserve...   $  6,921        $  6,499
 Warranty reserve...............................        306             348
 Deferred compensation..........................        719             722
                                                   --------        --------
   Total long-term accrued expenses.............   $  7,946        $  7,569
                                                   ========        ========

                                       8

<PAGE>

NOTE 5 - CREDIT FACILITY

     The Company has an  asset-based  revolving  credit  facility of $15 million
with UPS Capital  Corporation  (UPSC). This credit facility expires August 2005.
The Company has reserved  $0.3 million from the  line-of-credit  for one month's
rent on the CCI facility.  The remaining  $14.7 million is available for general
corporate working capital needs and capital expenditures. Amounts borrowed under
the revolving credit facility bear interest at the prime rate listed in the Wall
Street Journal plus 0.75 percentage points. The credit facility contains,  among
other provisions, certain financial covenants, including net worth requirements.
At June 30, 2004, the Company had no outstanding loans under the  line-of-credit
and the Company was not in default with any covenants of its loan agreement with
UPSC.

NOTE 6 - EARNINGS (LOSS) PER SHARE

     Basic earnings (loss) per share is computed by dividing net earnings (loss)
by the weighted  average  number of common  shares  outstanding  for the period.
Diluted  earnings per share reflects the potential  dilution that could occur if
options were exercised or converted into common stock.  Shares  attributable  to
the exercise of outstanding options that are anti-dilutive are excluded from the
calculation of diluted loss per share.

All amounts in thousands except per share amounts

                                            Three Months         Six Months
                                            Ended June 30,      Ended June 30,
                                           2004      2003      2004      2003
                                           ----      ----      ----      ----
Net income (loss)......................  $  2,487  $ (3,402) $ 3,156  $ (8,128)
                                         ========  ========  =======  ========
Basic weighted average common shares
 outstanding...........................    10,197     9,832   10,194     9,832
Effect of dilutive stock options.......       243        -       183        -
                                         --------  --------  -------  --------
Diluted weighted average common shares
 outstanding...........................    10,440     9,832   10,377     9,832
                                         ========  ========  =======  ========
Basic earnings (loss) per share........  $   0.24  $  (0.35) $  0.31  $  (0.83)
                                         ========  ========  =======  ========
Diluted earnings (loss) per share......  $   0.24  $  (0.35) $  0.30  $  (0.83)
                                         ========  ========  =======  ========



     Excluded from the computation of diluted earnings per share are outstanding
common stock  options  with an exercise  price  greater than the average  market
price of the  common  shares  as of June 30,  2004  and June 30,  2003.  For the
quarters ended June 30, 2004 and 2003,  excluded from the computation of diluted
earnings per share were stock  options to purchase  12,000  shares and 1,639,000
shares,  respectively.  Also for the six months  ended  June 30,  2004 and 2003,
excluded from the  computation of diluted  earnings per share were stock options
to purchase 227,000 shares and 1,538,000 shares, respectively.

                                       9

<PAGE>

NOTE 7 - COMMITMENTS AND GUARANTEES

     As is  customary in the  industry,  the Company  generally  agrees with its
dealers' lenders to repurchase any unsold RVs in certain circumstances. Although
the Company's  maximum  potential  exposure under these agreements  approximated
$111 million at June 30, 2004, as with accounts receivable, the risk of loss was
spread over numerous  dealers and lenders and was further  reduced by the resale
value of the RVs which the Company would be required to repurchase. Losses under
these  agreements  have not been  material in the past and  management  does not
believe  that any  future  losses  under  such  agreements  will have a material
adverse effect on the Company's  consolidated  financial  position or results of
operations.

     The Company's warranty reserve is established based on its best estimate of
the amounts  necessary to settle future and existing  claims on products sold as
of  the  balance  sheet  date.  The  Company  records  an  estimate  for  future
warranty-related  costs  based on  recent  actual  warranty  claims.  Also,  the
Company's  recall reserve is  established,  as necessary,  based on management's
estimate of the cost per unit to remedy the problem and the estimated  number of
units that will ultimately be brought in for the repair.

Six Months Ended June 30, 2004

                                  Beginning                             Ending
                                   Balance    Additions    Deductions   Balance
                                  ---------   ---------    ----------   -------
Warranty reserve June 30,2004....  $ 8,660      $ 6,389      $ 6,154    $ 8,895
                                   =======      =======      =======    =======


                                       10

<PAGE>

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

Disclosure Regarding Forward Looking Statements

     This  Quarterly  Report on Form 10-Q  contains  forward-looking  statements
within the  meaning of the  Private  Securities  Litigation  Reform Act of 1995.
Investors  are  cautioned   that   forward-looking   statements  are  inherently
uncertain.  Actual  performance  and  results  may differ  materially  from that
projected or suggested herein due to certain risks and uncertainties  including,
without limitation,  potential  fluctuations in the Company's operating results;
continuation  of losses;  seasonality  and economic  conditions;  dependence  on
certain dealers and  concentration of dealers in certain regions;  dependence on
chassis   suppliers;   potential   liabilities   under  repurchase   agreements;
competition;  government  regulation;  warranty claims;  and product  liability.
Certain  risks and  uncertainties  that  could  cause  actual  results to differ
materially  from that  projected  or  suggested  are set forth in the  Company's
filings  with  the  Securities  and  Exchange  Commission  (the  "SEC")  and the
Company's  public  announcements,  copies of which are available from the SEC or
from the Company upon request. The Company undertakes no obligation to revise or
update publicly any forward looking statements for any reason.

Overview

     For the second quarter of 2004, the Company's net income  increased to $2.5
million  compared to a loss of $3.4 million for the same quarter last year.  The
second  quarter's  earnings per diluted share were $0.24  compared to a loss per
diluted  share of $0.35 for the second  quarter of 2003.  Net income for the six
months ended June 30, 2004 was $3.2 million or $0.30 per diluted share  compared
to a loss in the same period of 2003 of $8.1 million or $0.83 per diluted share.
Net sales for the second quarter  increased to $126.4 million from $73.5 million
for the second  quarter of 2003, an increase of 72%, and a 14% increase over the
first  quarter of 2004.  The  Company's  improved  results were driven by strong
demand for its  products  as well as  progress  made by the Company in its gross
margins.  The  Company's  results  for the first two  quarters of 2004 have also
benefited from a healthy economy and strong industry demand.

Operating Performance

     Continual  effort to improve the safety of the  workforce  and decrease its
workers' compensation costs resulted in an approximate $0.6 million reduction in
workers'  compensation  costs for the  second  quarter of 2004  compared  to the
second quarter of 2003. Continued reductions are part of the strategy throughout
2004  though  workers'   compensation  costs  continue  to  be  a  challenge  in
California.  The Company has undertaken  significant  safety programs to address
these  costs and the  Company is being more  proactive  in the  handling  of its
claims.  In addition to these  measures,  which are  helping  considerably,  the
Company believes that its workers'  compensation costs should be further reduced
by recent state reforms.

     Other factors leading to the improvement in gross profit margin  percentage
from last year's  second  quarter  include  higher  production  levels,  reduced
discounting  and  reduced  warranty  costs,  partially  offset by various  items
including a change in product mix to include more products  with lower  margins.
Both  National RV and Country  Coach have  increased  production  during the six
months-ended  June  30,  2004.  As  the  Company   experiences  better  capacity
utilization,  the Company  should see  additional  improvement  in gross margins
throughout 2004.

                                       11

<PAGE>

     As new and revitalized  products come on-line,  the Company has seen a rise
in wholesale  deliveries and an improvement in Class A retail market share, from
5.9% for the first  five  months of 2003 to 6.9% for the  first  five  months of
2004.  Stronger  product  offerings  and the  resulting  increase in demand have
significantly reduced the need to discount the Company's products.

Looking Forward

     Many of the same objectives the Company addressed last year remain in place
for the current year.  Aggressive  product  development,  cost containment,  and
increased customer satisfaction are three of those objectives.

     In the second quarter of 2004, Country Coach added to their 2005 model year
offerings with the debut of the  completely  re-designed  Allure.  The remaining
2005 offerings for Country Coach will be released in the third quarter. National
RV introduced most of its model year 2005 offerings during the second quarter of
2004.

     Cost containment  remains a high priority  specifically in the warranty and
workers'  compensation  cost areas. The Company  continues to focus on improving
the quality of its motorhomes  resulting in decreased  warranty costs. Also, the
Company has instituted a number of safety programs,  which have already resulted
in measurably reduced workers'  compensation  costs. The Company expects further
progress in containing its costs as it continues to implement lean manufacturing
concepts.

     The Company is  continually  striving to improve  its  customer  support by
improving  club  support,  telephone  support for owners and dealers,  and parts
fulfillment.  The Company utilizes various  techniques such as surveys and focus
groups to ensure that it is improving in the area of customer satisfaction.

     Another key  initiative  is enhanced  training  programs for the  Company's
workforce,  service  centers,  dealers,  and consumers.  The Company has already
undertaken  efforts  in  the  areas  of  safety;   with  new  distance  learning
capabilities,  the  Company  is  looking  forward to  broadcasting  its  service
training  programs  directly  to dealers  and  service  providers,  driving  the
movement for increased customer satisfaction in areas of technical  maintenance.
In addition,  factory  training  programs are giving the  Company's  customers a
basis for  self-diagnostics and a better understanding of the equipment they are
operating.

     The  outlook  for the  industry  as a whole  continues  to be  strong.  The
Recreational Vehicle Industry Association's (RVIA) market expansion campaign, GO
RVing, is fostering greater awareness and garnering media attention.

Critical Accounting Policies

     The  Company's  discussion  and  analysis of its  financial  condition  and
results of  operations  are based upon its  consolidated  financial  statements,
which have been  prepared in accordance  with  accounting  principles  generally
accepted in the United States.  The  preparation of these  financial  statements
requires the Company to make  estimates and  judgments  that affect the reported
amount of assets  and  liabilities  and  disclosure  of  contingent  assets  and
liabilities at the date of the financial  statements and the reported  amount of
revenues and expenses for each period.

                                       12

<PAGE>

     The  following  represents a summary of the Company's  critical  accounting
policies,  defined as those policies that the Company  believes are: i) the most
important to the portrayal of the Company's  financial  condition and results of
operations,  and ii) that require the Company's  most  difficult,  subjective or
complex  judgments,  often as a result of the need to make  estimates  about the
effects of matters that are inherently uncertain.

     Valuation of Long-Lived  Assets.  The Company reviews long-lived assets for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying  amount  of an  asset  might  not  be  recoverable.  If  indicators  of
impairment  were  present,  the Company  would  evaluate the  carrying  value of
property and  equipment,  in relation to estimates of future  undiscounted  cash
flows of the underlying business, which are based on judgment and assumptions.

     Warranty  Reserve.  The Company's  warranty reserve is established based on
its best estimate of the amounts  necessary to settle future and existing claims
on products sold as of the balance sheet date.  The Company  records an estimate
for future  warranty-related costs based on recent actual warranty claims. Also,
the Company's recall reserve is established, as necessary, based on management's
estimate of the cost per unit to remedy the problem and the estimated  number of
units that will  ultimately  be brought in for the repair.  While the  Company's
warranty costs have historically been within its expectations and the provisions
established,  the Company  cannot  guarantee that it will continue to experience
the same  warranty  costs that it has in the past.  A  significant  increase  in
dealer shop rates,  the cost of parts or the  frequency  of claims  could have a
material  adverse  impact on the Company's  operating  results for the period or
periods in which such claims or additional costs materialize.

     Revenue Recognition.  The Company recognizes revenue in accordance with SEC
Staff Accounting Bulletin No. 104, Revenue Recognition in Financial  Statements,
or SAB 104. SAB 104 requires that four basic criteria must be met before revenue
can be recognized: i) persuasive evidence of an arrangement exists, ii) delivery
has  occurred  and  title  and the  risks and  rewards  of  ownership  have been
transferred to the customer,  iii) the price is fixed and determinable,  and iv)
collectibility  is reasonably  assured.  Assuming that all of the above criteria
were  satisfied,  motorhome and towables  sales are recorded by the Company when
accepted by the dealer.

     Legal  Proceedings.  The Company is  currently  involved  in certain  legal
proceedings  and  has  accrued  its  estimate  of the  probable  costs  for  the
resolution of these claims.  This  estimate has been  developed in  consultation
with counsel  handling the Company's  defense in these matters and is based upon
an analysis of potential  results,  assuming a  combination  of  litigation  and
settlement strategies.

     Deferred  Tax Asset.  As of June 30,  2004,  the Company had a deferred tax
asset  of $11.8  million  which  includes  the tax  benefit  of  operating  loss
carryforwards of $7.1 million. Realization is dependent on generating sufficient
taxable  income  prior  to  expiration  of  the  loss  carryforwards.   Although
realization is not assured,  management believes it is more likely than not that
all of the deferred  tax asset will be realized.  The amount of the deferred tax
asset  considered  realizable,  however,  could be  reduced  in the near term if
estimates of future taxable income during the carryforward period are reduced.

     Valuation of Inventory. Inventory is valued at the lower of cost (estimated
using the  first-in,  first-out  method) or  market.  The  Company  periodically
evaluates  the carrying  value of  inventories  and  maintains an allowance  for
excess and  obsolescence  to adjust the carrying value as necessary to the lower
of cost or  market or to  amounts  on hand to meet  expected  demand in the near
term.  Unfavorable changes in estimates of obsolete inventory would result in an
increase in the allowance and a decrease in gross profit.

                                       13

<PAGE>

     Workers'  Compensation Reserve. The Company's workers' compensation reserve
is  established  based on its best  estimate of the amounts  necessary to settle
future and  existing  employee  workers'  compensation  claims as of the balance
sheet date.  The Company  records an estimate for future  workers'  compensation
related costs based on historical workers' compensation claims paid. Even though
the  Company's  workers'  compensation  costs have been growing  during the past
several years these costs have declined in 2004 and, the Company  cannot provide
assurance that these costs will continue at these levels,  increase or decrease,
in the near term.  A  significant  change in  California  workers'  compensation
legislation, the cost of claims or the frequency of claims could have a material
adverse impact on the Company's  operating  results for the period or periods in
which such claims or additional costs materialize.


Liquidity and Capital Resources

     The Company's  primary  sources of liquidity are internally  generated cash
from operations and available borrowings under its credit facility.  At June 30,
2004, the Company had working capital of $54.8 million compared to $49.7 million
at December 31, 2003. This increase of $5.1 million was primarily due to a $12.2
million  increase  in  inventory  and  a  $10.2  million  increase  in  accounts
receivable, partially offset by a $13.0 million increase in accounts payable and
a $2.9  million  increase  in current  accrued  expenses.  Both the  increase in
accounts  payable  and  the  increase  in  inventory  are  due to the  Company's
purchasing and production  increases to meet the market demand for its products.
During the first six months of 2004,  the Company used cash in its operations of
$1.4 million, compared to $9.9 million of cash provided by its operations during
the first six months of 2003.

     Net cash used in investing  activities  was $0.4 million for the six months
ended June 30, 2004. This is primarily comprised of $2.4 million in purchases of
property,  plant,  and equipment,  partially  offset by proceeds of $1.9 million
from the sale of real property in Florida.

     Net cash  provided by financing  activities  was $82,000 for the six months
ended  June 30,  2004.  This  represents  proceeds  from the  exercise  of stock
options, partially offset by principal payments on long-term debt.

     The Company's  consolidated financial statements have been presented on the
basis  that  it  will  continue  as  a  going-concern,  which  contemplates  the
realization of assets and the  satisfaction  of liabilities in the normal course
of business.  The Company has suffered net losses of $8.3 million, $21.4 million
and  $11.5  million  for the  years  ended  December  31,  2003,  2002 and 2001,
respectively.  For the year ended December 31, 2003,  the Company  provided cash
from  operating  activities  totaling  $7.2  million and used cash in  operating
activities  of $4.4 million and $12.6  million for the years ended  December 31,
2002 and 2001, respectively.

     The Company has funded its financial needs primarily through operations and
its existing  line of credit.  At June 30,  2004,  the Company had cash and cash
equivalents  of $0.4 million  (excluding  restricted  cash totaling $0.3 million
dollars  required to secure a  letter-of-credit  in  connection  with one of the
Company's  insurance  policies),  working  capital of $54.8  million,  and $14.7
million available under the credit facility.  The Company remains dependent upon
its  ability  to  obtain  outside  financing  either  through  the  issuance  of
additional  shares of its common stock or through  borrowings  until it achieves
sustained  profitability  through a combination of increased  sales and improved
product margins.

                                       14

<PAGE>

     The Company has an  asset-based  revolving  credit  facility of $15 million
with UPS Capital  Corporation  (UPSC). This credit facility expires August 2005.
The Company has reserved  $0.3 million from the  line-of-credit  for one month's
rent on the CCI facility.  The remaining  $14.7 million is available for general
corporate working capital needs and capital expenditures. Amounts borrowed under
the revolving credit facility bear interest at the prime rate listed in the Wall
Street Journal plus 0.75 percentage points. The credit facility contains,  among
other provisions, certain financial covenants, including net worth requirements.
At  June  30,  2004,  the  Company  had  no   outstanding   advances  under  the
line-of-credit and the Company was not in default with any covenants of its loan
agreement with UPSC.

     Management is focused on continuing to improve  liquidity  through  certain
initiatives  throughout 2004 including:  i) further reduction of warranty costs,
ii) increased facility utilization and iii) a reduction of workers' compensation
costs.

     The Company believes the combination of internally generated funds, working
capital,  and  unused  borrowing  availability  will be  sufficient  to meet the
Company's planned capital and operational  requirements for at least the next 12
months.  Should the Company require further capital resources during the next 12
months, it would most likely address such requirements  through a combination of
sales of equity securities,  sales of excess properties,  and/or additional debt
financings.  If circumstances  changed,  and additional  capital was needed,  no
assurance can be given that the Company would be able to obtain such  additional
capital resources.

     If  unexpected  events  occur  requiring  the Company to obtain  additional
capital  and it is  unable to do so,  it then  might  attempt  to  preserve  its
available  resources  by  deferring  the  creation  or  satisfaction  of various
commitments,  deferring  the  introduction  of  various  products  or entry into
various markets,  or otherwise scaling back its operations.  If the Company were
unable to raise such  additional  capital or defer  certain  costs as  described
above,  such inability  would have an adverse effect on the financial  position,
results of operations, cash flows and prospects of the Company.


Results of Operations

     The following table sets forth for the periods  indicated the percentage of
net sales  represented by certain items reflected in the Company's  Consolidated
Statements of Operations:


                                            As a percentage of net sales

                                         Three Months           Six Months
                                         Ended June 30,        Ended June 30,
                                         --------------        --------------
                                          2004     2003         2004     2003
                                          ----     ----         ----     ----
Net sales............................... 100.0 %  100.0 %      100.0 %   100.0 %
Cost of goods sold......................  91.6    100.6         92.4     101.7
                                         -----    -----        -----     -----
  Gross profit (loss)...................   8.4     (0.6)         7.6      (1.7)
Selling expenses........................   2.5      4.0          2.9       4.0
General and administrative expenses.....   2.6      2.6          2.5       2.7
                                         -----    -----        -----     -----
  Operating income (loss)...............   3.3     (7.2)         2.2      (8.4)
Interest expense........................   0.0      0.1          0.0       0.1
Other expense (income)..................   0.0     (0.0)        (0.0)     (0.0)
                                         -----    -----        -----     -----
  Income (loss) before income taxes.....   3.3     (7.3)         2.2      (8.5)
Provision (benefit) for income taxes....   1.3     (2.7)         0.9      (3.1)
                                         -----    -----        -----     -----
  Net income (loss).....................   2.0 %   (4.6)%        1.3 %    (5.4)%
                                         =====    =====        =====     =====

                                       15

<PAGE>

Three and Six Months Ended June 30, 2004 Compared to the Three and Six Months
Ended June 30, 2003

(Amounts in tables are in thousands, except percentages)

Net sales
                                  Three Months             Six Months
                                  Ended June 30,          Ended June 30,
                                 Percent Change          Percent Change
                              ----------------------  ------------------------
                               2004            2003      2004           2003
                               ----            ----      ----           ----
Net sales................... $126,408  72.1%  $73,471  $236,846 56.3% $151,572
as a percent of net sales...   100.0%          100.0%    100.0%         100.0%



     Net sales of $126.4  million for the quarter ended June 30, 2004  represent
an increase of $52.9  million or 72.1% from the same quarter  last year.  Second
quarter wholesale unit shipments of diesel motorhomes were 443, up 103% from 218
units during the same period last year.  Quarterly  shipments of gas  motorhomes
were 369,  up 26% from 293 units  during the same  period  last year.  Quarterly
shipments of towable products were 314, down 34% from 475 units last year.

     Net  sales of  $236.8  million  for the six  months  ended  June  30,  2004
represent an increase of $85.3  million or 56.3% from the same period last year.
Wholesale  unit shipments of diesel  motorhomes  were 736, up 62% from 455 units
during the same period last year.  Wholesale  unit  shipments of gas  motorhomes
were 868, up 39% from 625 units during the same period last year. Wholesale unit
shipments of towable products were 629, down 27% from 865 units during the first
six months of 2003.

     Revenues  in the quarter for  National RV were $69.4  million,  up 41% from
$49.1 million for the second  quarter of last year.  Revenues in the quarter for
Country  Coach were $57.0  million,  up 135% from $24.3  million  for the second
quarter of last year.  Revenues during the first six months for National RV were
$132.8 million,  up 31% from $101.7 million during the first six months of 2003.
Revenues during the first six months for Country Coach were $104.0  million,  up
108% from $49.9 million during the first six months of 2003. The increase in net
sales is mainly  attributable  to strong sales of National RV's Tropi-Cal  which
was first introduced in the first quarter of 2003 and of Country Coach's Inspire
which was  introduced  in the  second  quarter  of 2003,  as well as an  overall
increase  in the demand for the  Company's  other  products.  The  Company  also
benefited from a healthy economy and strong industry demand.


Gross profit margin
                                  Three Months             Six Months
                                  Ended June 30,          Ended June 30,
                                 Percent Change          Percent Change
                              ----------------------  ------------------------
                               2004           2003      2004           2003
                               ----           ----      ----           ----
Gross profit margin.........   8.4 %   N/A   (0.6) %    7.6 %   N/A   (1.7) %

     The gross profit margin for the second quarter of 2004 was 8.4% compared to
a (0.6)% gross margin for the same period last year. For the first six months of
2004,  the gross profit margin was 7.6% compared to a (1.7)% gross profit margin
for the same period last year.  The primary  factors  that led to such  improved
gross margins were higher production levels, reduced discounting,  product price
increases,  reduced  workers'  compensation  costs,  and reduced warranty costs,
partially  offset by various items  including a change in product mix to include
more products with lower margins.

                                       16

<PAGE>

Selling expenses
                                  Three Months             Six Months
                                  Ended June 30,          Ended June 30,
                                 Percent Change          Percent Change
                              ----------------------  ------------------------
                               2004          2003      2004            2003
                               ----          ----      ----            ----
Selling expenses............   3,262  10.5%  2,952     6,883   13.1%  6,085
as a percent of net sales...    2.5%          4.0%      2.9%           4.0%


     Selling expenses increased $0.3 million or 10.5% for the three months ended
June 30,  2004 over the same  period  last year.  Selling  expenses  for the six
months ended June 30, 2004  increased $0.8 million or 13.1% over the same period
last year.  Sales costs  increased  mainly due to  increased  sales  commissions
resulting  from higher sales.  However,  as a percentage  of net sales,  selling
expenses  decreased  due higher  sales  over  which to spread the fixed  selling
expenses.

 General and administrative expenses
                                  Three Months             Six Months
                                  Ended June 30,          Ended June 30,
                                 Percent Change          Percent Change
                              ----------------------  ------------------------
                               2004           2003      2004           2003
                               ----           ----      ----           ----
General and administrative
 expenses...................   3,286  67.8%  1,958      5,873   44.1%  4,077
as a percent of net sales...    2.6%          2.6%       2.5%           2.7%

     General and  administrative  expenses totaling $3.3 million for the quarter
ended June 30, 2004 were up $1.3 million  compared to the same period last year.
For the first six months of 2004, general and administrative  expenses were $5.9
million,  representing  an increase of $1.8 million  compared to the same period
last year.  The  increase in general and  administrative  expenses is due to the
accrual of a new  employee  incentive  program,  as well as  increased  expenses
related  to  compliance  with  the  Sarbanes-Oxley  Act,  increased  information
technology  personnel  expenses,  and  increased  training  (safety  and  other)
expenses.

                                       17

<PAGE>

Interest expense
                                  Three Months             Six Months
                                  Ended June 30,          Ended June 30,
                                 Percent Change          Percent Change
                              ----------------------  ------------------------
                               2004           2003      2004           2003
                               ----           ----      ----           ----
Interest expense............    16   (72.4)%   58        78   (65.2)%   224
as a percent of net sales...   0.0%           0.1%      0.0%            0.1%

     Interest  expense  for the three  months  ended June 30,  2004 and 2003 was
$0.02 million and $0.1 million,  respectively. For the first six months of 2004,
interest  expense was $0.1 million  compared to $0.2 million for the same period
last year. The reduction in interest  expense is  attributable to a reduction in
the use of the $15 million line of credit when  comparing the second  quarter of
2004 to the same  period  last year.  As a  percentage  of net  sales,  interest
expense for these periods was immaterial.

Other expense (income)
                                  Three Months             Six Months
                                  Ended June 30,          Ended June 30,
                                 Percent Change          Percent Change
                              ----------------------  ------------------------
                               2004           2003      2004           2003
                               ----           ----      ----           ----
Other expense (income)......     1     N/A     (3)       (47)   N/A      (5)
as a percent of net sales...   0.0%          (0.0)%     (0.0)%         (0.0)%

     Other  expense  and  income  for the  second  quarter  of 2004 and 2003 was
immaterial.  Other  income for the six months ended June 30, 2004 was mainly the
gain on the  sale  of real  property  in  Florida,  with  the  remaining  amount
comprised of interest income earned on cash in the Company's bank account.  As a
percentage of net sales, the amount is immaterial.

                                       18

<PAGE>


Provision (benefit) for income taxes
                                  Three Months             Six Months
                                  Ended June 30,          Ended June 30,
                                 Percent Change          Percent Change
                              ----------------------  ------------------------
                               2004           2003      2004           2003
                               ----           ----      ----           ----
Provision (benefit) for
income taxes................  1,618   N/A    (1,999)    2,014  N/A    (4,775)
as a percent of net sales...   1.3%           (2.7)%    0.9%           (3.1)%

     The  effective  tax rate for the three and six months  ending June 30, 2004
was 39.4% and 39.0%  respectively,  compared to 37.0% for the same  periods last
year. The increase in the effective tax rate for the three and six months ending
June 30, 2004 was the result of a higher Federal tax rate,  related to projected
increases  in  annual  pre-tax  profit,   and  increased  state  tax  rates  and
obligations.

                                       19

<PAGE>


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

     The Company has no significant financial  instruments.  The Company has not
entered into any derivative financial instruments. The Company does not have any
significant  foreign currency  exposure because it does not transact business in
foreign currencies.  However,  the Company is exposed to market risk as a result
of interest  rate  changes  (Interest  Rate Risk).  Interest  rate risk  relates
primarily to cash investments in money market funds.  Cash balances  invested in
these funds are insignificant and consequently, interest rate risk is minimal.


                                       20

<PAGE>


NATIONAL R.V. HOLDINGS, INC.
PART I, ITEM 4 - CONTROLS AND PROCEDURES

     The Company maintains  disclosure controls and procedures that are designed
to ensure that  information  required to be disclosed in the  Company's  reports
under the  Securities  Exchange  Act of 1934 (the  "Exchange  Act") is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
SEC's rules and forms, and that such information is accumulated and communicated
to the Company's  management,  including its Chief  Executive  Officer and Chief
Financial Officer, as appropriate,  to allow timely decisions regarding required
disclosure  based  closely  on  the  definition  of  "disclosure   controls  and
procedures"  in Exchange Act Rule  13a-15(e)  and  15d-15(e).  In designing  and
evaluating the disclosure  controls and procedures,  management  recognized that
any controls and  procedures,  no matter how well  designed  and  operated,  can
provide only reasonable assurance of achieving the desired control objectives.

     As of the end of the quarter  covered by this Report,  the Company  carried
out an  evaluation,  under the  supervision  and with the  participation  of the
Company's  management,  including the Company's Chief Executive  Officer and the
Company's  Chief  Financial  Officer,  of the  effectiveness  of the  design and
operation of the  Company's  disclosure  controls and  procedures.  Based on the
foregoing,  the Company's  Chief Executive  Officer and Chief Financial  Officer
concluded that the Company's disclosure controls and procedures were effective.


     There  have  been  no  changes  in the  Company's  internal  controls  over
financial  reporting  during the fiscal quarter covered by this report that have
materially  affected,  or  are  reasonably  likely  to  materially  affect,  the
Company's internal controls over financial reporting.


                                       21

<PAGE>


NATIONAL R.V. HOLDINGS, INC.
PART II - OTHER INFORMATION

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

     On June 21, 2004, the Company held its 2004 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 Robert B. Lee and Gregory McCaffery
          as Class II directors.  Voting for the nominees was as follows: Robert
          B. Lee;  8,993,333  shares  FOR and  1,024,490  shares  WITHHELD;  and
          Gregory  McCaffery;  9,278,833 shares FOR and 738,990 shares WITHHELD.
          The Company's other continuing  Directors are: Doy B. Henley,  Bradley
          C. Albrechtsen and James B. Roszak.

     2.   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 9,292,183 shares FOR; 722,740 shares
          AGAINST and 2,900 shares ABSTAINING.


                                       22

<PAGE>



NATIONAL R.V. HOLDINGS, INC.
PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

          A.   Exhibits

          31.1 Certification  of  Chief  Executive   Officer  pursuant  to  Rule
               13a-14(a)/15d-14(a) of the Exchange Act.



          31.2 Certification  of  Chief  Financial   Officer  pursuant  to  Rule
               13a-14(a)/15d-14(a) of the Exchange Act.

          32.1 Certification  pursuant  to 18 U.S.C.  Section  1350,  as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


          B.   Form 8-K


          (1)  On April 27, 2004, the Company filed a Current Report on Form 8-K
               dated  April 27,  2004  furnishing  under  Item 12 the  Company's
               financial results for the first quarter of 2004.

          (2)  On May 17, 2004,  the Company filed a Current  Report on Form 8-K
               dated May 13, 2004  disclosing  under Item 5 Other  Events,  that
               Joseph W. Hansen was appointed the Company's new Chief  Financial
               Officer and that Thomas J. Martini was  appointed  the  Company's
               new Corporate  Treasurer.  Both positions were previously held by
               Mark D.  Andersen  who was recently  promoted to  Executive  Vice
               President of the Company's Country Coach subsidiary.


                                       23

<PAGE>

SIGNATURE

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

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

Date: August 06, 2004                              By /s/ JOSEPH W. HANSEN, Esq.

                                                   Joseph W. Hansen
                                                   Chief Financial Officer
                                                   (Principal Accounting and
                                                    Financial Officer)


                                       24
<PAGE>