<PAGE>

                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549

                                 FORM 10-Q/A
                               Amendment No. 1

              Quarterly Report Under Section 13 or 15 (d) of
                     The Securities Exchange Act of 1934

FOR QUARTER ENDED:                                    COMMISSION FILE NUMBER
 June 30, 1997                                                 0-22852
     _______________________________________________________________

                            AFFINITY GROUP, INC. 
        (Exact name of registrant as specified in its charter)

DELAWARE                                               13-3377709
(State of incorporation or organization)    (I.R.S. Employer Identification No.)

64 Inverness Drive East                             (303) 792-7284
Englewood, CO  80112                                (Registrant's telephone 
(Address of principal executive offices)            number, including area code)

    _________________________________________________________________


    SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT:  NONE
        SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
                11 1/2% Senior Subordinated Notes Due 2003

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.


                                                          OUTSTANDING AS OF
CLASS                                                        JULY 12, 1997
-----                                                        -------------
Common Stock,    $.001 par value                                2,000


                    DOCUMENTS INCORPORATED BY REFERENCE: 
        Exhibits to the Company's Form 8-K Report dated April 2, 1997.

<PAGE>

                     AFFINITY GROUP, INC. AND SUBSIDIARIES

                                     INDEX
                                     -----
                                                                     PAGE
                                                                     ----
PART I.  Financial Information

         ITEM 1: FINANCIAL STATEMENTS

                 Consolidated Balance Sheets                           1
                 As of June 30, 1997 and December 31, 1996
               
                 Consolidated Statements of Operations                 2
                 For the three months ended June 30, 1997 and 1996
               
                 Consolidated Statements of Operations                 3
                 For the six months ended June 30, 1997 and 1996

                 Consolidated Statements of Cash Flows                 4
                 For the six months ended June 30, 1997 and 1996
          
                 Notes to Consolidated Financial Statements            5
     
         ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS         9

PART II.  Other Information                                           18

SIGNATURES                                                            19

<PAGE>

                    AFFINITY GROUP, INC. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                     JUNE 30, 1997 AND DECEMBER 31, 1996
                             (In Thousands)
                               (Unaudited)

<TABLE>
<CAPTION>
                                                                        6/30/97        12/31/96
                                                                       ---------       --------
<S>                                                                    <C>             <C>
ASSETS
   CURRENT ASSETS:
      Cash and cash equivalents                                        $  26,823       $  4,278
      Investments                                                          1,541            499
      Accounts receivable (net of allowance for doubtful accounts)        20,437         14,812
      Inventories                                                         34,502          2,473
      Prepaid expenses and other assets                                   10,969          6,052
      Deferred tax asset-current                                           2,342          2,228
                                                                       ---------       --------
         Total current assets                                             96,614         30,342

   PROPERTY AND EQUIPMENT                                                 49,714         10,550
   LOANS RECEIVABLE                                                       19,344         13,134
   INTANGIBLE ASSETS                                                     192,026        109,065
   DEFERRED TAX ASSET                                                      2,014         13,516
   RESTRICTED INVESTMENTS                                                  2,106          2,137
   OTHER ASSETS                                                            5,185          4,411
   NET LONG-TERM ASSETS OF DISCONTINUED OPERATIONS                         1,278            973
                                                                       ---------       --------
                                                                      $  368,281     $  184,128
                                                                       ---------       --------
                                                                       ---------       --------
LIABILITIES AND STOCKHOLDER'S EARNINGS (DEFICIT)
   CURRENT LIABILITIES:
      Accounts payable                                                 $  27,004       $  4,517
      Accrued interest                                                     3,022          2,966
      Accrued liabilities                                                 19,501         14,516
      Customer deposits                                                   31,149         14,979
      Current portion of long-term debt                                    7,154          5,344
      Net current liabilities of discontinued operations                     374          1,464
                                                                       ---------       --------
         Total current liabilities                                        88,204         43,786

   DEFERRED REVENUES                                                      77,643         70,113
   LONG-TERM DEBT                                                        143,371        142,031
   OTHER LONG-TERM LIABILITIES                                             7,819          7,632
   COMMITMENTS AND CONTINGENCIES                                            -              -
                                                                       ---------       --------
                                                                         317,037        263,562
                                                                       ---------       --------
   STOCKHOLDER'S EARNINGS (DEFICIT):
      Preferred stock, $.001 par value, 1,000 shares authorized,            -              -
         none issued or outstanding
      Common stock, $.001 par value, 2,000 shares authorized,                  1              1
         2,000 shares issued and outstanding
      Additional paid-in capital                                         138,037         12,021
      Accumulated earnings (deficit)                                     (86,794)       (91,456)
                                                                       ---------       --------
         Total stockholder's earnings (deficit)                           51,244        (79,434)
                                                                       ---------       --------
                                                                      $  368,281     $  184,128
                                                                       ---------       --------
                                                                       ---------       --------

</TABLE>

See notes to consolidated financial statements.

                                       1

<PAGE>

                     AFFINITY GROUP, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                (In Thousands)
                                  (Unaudited)

                                                          THREE MONTHS ENDED
                                                        ----------------------
                                                        6/30/97        6/30/96
                                                        -------        -------
REVENUES:
   Membership services                                $  30,024      $  25,429
   Publications                                          10,618          7,777
   Merchandise                                           51,305            -
                                                      ---------      ---------
                                                         91,947         33,206

COSTS APPLICABLE TO REVENUES:
   Membership services                                   16,861         13,900
   Publications                                           7,447          5,784
   Merchandise                                           34,523            -
                                                      ---------      ---------
                                                         58,831         19,684

GROSS PROFIT                                             33,116         13,522

OPERATING EXPENSES:
   Selling, general and administrative                   17,801          4,641
   Depreciation and amortization                          3,600          2,085
                                                      ---------      ---------
                                                         21,401          6,726
                                                      ---------      ---------
INCOME FROM OPERATIONS                                   11,715          6,796

NON-OPERATING EXPENSE:
   Interest expense, net                                 (4,090)        (4,184)
   Other non-operating charges, net                          34             (1)
                                                      ---------      ---------
                                                         (4,056)        (4,185)
                                                      ---------      ---------
INCOME FROM CONTINUING OPERATIONS BEFORE
   INCOME TAXES AND EXTRAORDINARY ITEM                    7,659          2,611

INCOME TAX EXPENSE                                       (3,391)        (1,268)
                                                      ---------      ---------
INCOME FROM CONTINUING OPERATIONS                         4,268          1,343

DISCONTINUED OPERATIONS:
   Loss from discontinued operations, net of applicable
   deferred income tax benefit of $147 in 1996              -             (245)
                                                      ---------      ---------
INCOME BEFORE EXTRAORDINARY ITEM                          4,268          1,098
EXTRAORDINARY ITEM:
   Loss on early extinquishment of debt, less
   applicable income tax benefit of $145                   (241)           -
                                                      ---------      ---------
NET INCOME                                               $4,027         $1,098
                                                      ---------      ---------
                                                      ---------      ---------

See notes to consolidated financial statements.

                                       2

<PAGE>

                     AFFINITY GROUP, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (In Thousands)
                                  (Unaudited)

                                                            SIX MONTHS ENDED
                                                         ---------------------
                                                         6/30/97       6/30/96
                                                         -------       -------
REVENUES:
   Membership services                                 $  54,274     $  48,828
   Publications                                           20,351        15,971
   Merchandise                                            51,305           -
                                                       ---------     ---------
                                                         125,930        64,799
COSTS APPLICABLE TO REVENUES:
   Membership services                                    31,406        27,489
   Publications                                           15,152        13,332
   Merchandise                                            34,523           -
                                                       ---------     ---------
                                                          81,081        40,821

GROSS PROFIT                                              44,849        23,978

OPERATING EXPENSES:
   Selling, general and administrative                    22,026         8,549
   Depreciation and amortization                           5,693         4,142
                                                       ---------     ---------
                                                          27,719        12,691
                                                       ---------     ---------

INCOME FROM OPERATIONS                                    17,130        11,287

NON-OPERATING EXPENSE:
   Interest expense, net                                  (8,180)       (8,360)
   Other non-operating charges, net                           42            (1)
                                                       ---------     ---------
                                                          (8,138)       (8,361)
                                                       ---------     ---------

INCOME FROM CONTINUING OPERATIONS BEFORE
   INCOME TAXES AND EXTRAORDINARY ITEM                     8,992         2,926

INCOME TAX EXPENSE                                        (4,089)       (1,407)
                                                       ---------     ---------

INCOME FROM CONTINUING OPERATIONS                          4,903         1,519
DISCONTINUED OPERATIONS:
   Loss from discontinued operations, net of applicable
     deferred income tax benefit of $198 in 1996             -            (329)
                                                       ---------     ---------
INCOME BEFORE EXTRAORDINARY ITEM                           4,903         1,190
EXTRAORDINARY ITEM:
   Loss on early extinquishment of debt, less
     applicable income tax benefit of $145                  (241)          -
                                                       ---------     ---------
NET INCOME                                                $4,662        $1,190
                                                       ---------     ---------
                                                       ---------     ---------

See notes to consolidated financial statements.

                                       3

<PAGE>

                     AFFINITY GROUP, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (In Thousands)
                                 (Unaudited)

<TABLE>
<CAPTION>

                                                                   SIX MONTHS ENDED
                                                                  -------------------
                                                                  6/30/97     6/30/96
                                                                  -------     -------
<S>                                                               <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Income                                                      $4,662      $1,190
   Adjustments to reconcile net income to net cash
      provided by operating activities:
      Deferred tax provision (benefit)                              3,609       1,209
      Depreciation and amortization                                 5,693       4,214
      Provision for losses on accounts receivable                     252         504
      Deferred compensation                                           300          - 
      Gain on disposal of property and equipment                        9           1
      Extraordinary item                                              386           -
      Changes in operating assets and liabilities 
         (net of purchased business):
         Accounts receivable                                       (1,151)      2,734
         Inventories                                                 (698)      1,169
         Prepaids and other assets                                 (3,042)     (2,374)
         Accounts payable                                          (1,143)     (2,697)
         Accrued and other liabilities                             (4,594)     (3,048)
         Deferred revenues                                          5,539       3,473
         Restricted investments                                    (1,042)        (61)
         Net assets and liabilities of discontinued operations     (1,395)        (90)
                                                                 ---------   --------
            Net cash provided by operating activities               7,385       6,224
                                                                 ---------   --------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                            (1,700)       (865)
   Net changes in intangible assets                                (3,491)       (380)
   Net changes in loans receivable                                 (6,210)        912
   Sale of investments                                                 31         538
   Purchase of Camping World                                      (97,418)         - 
   Purchase of Ehlert Publishing Group                            (20,800)         - 
   Proceeds from sale of property and equipment                        -            2
   Note receivable from affiliate                                      -        3,113
                                                                 ---------   --------
            Net cash provided by (used in) investing activities  (129,588)      3,320
                                                                 ---------   --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net change in customer deposits                                 16,170       1,121
   Borrowings on long-term debt                                    57,150      18,650
   Principal payments of long-term debt                           (54,588)    (27,387)
   Increase in paid in capital                                    126,016          - 
                                                                 ---------   --------
            Net cash provided by (used in) financing activities   144,748      (7,616)
                                                                 ---------   --------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS               22,545       1,928

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                    4,278       3,833
                                                                 ---------   --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                       $ 26,823      $5,761
                                                                 ---------   --------
                                                                 ---------   --------

Supplemental disclosures of cash flow information:
Cash paid during the period for:
   Interest                                                          8,232      8,609
   Income taxes                                                        279        343

</TABLE>

See notes to consolidated financial statements.

                                       4 

<PAGE>

                     AFFINITY GROUP, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)

(1)  BASIS OF PRESENTATION

The financial statements included herein include the results of Affinity 
Group, Inc. and subsidiaries (the "Company") without audit, in accordance 
with generally accepted accounting principles, and pursuant to the rules and 
regulations of the Securities and Exchange Commission.  These interim 
consolidated financial statements should be read in conjunction with the 
consolidated financial statements and notes in the Company's 10-K report for 
the year ended December 31, 1996 as filed with the Securities and Exchange 
Commission.  In the opinion of management of the Company, these consolidated 
financial statements contain all adjustments of a normal recurring nature 
necessary to present fairly the financial position, results of operations and 
cash flows of the Company for the interim periods presented. 

The "Results of Operations" discussion below excludes the operations of the 
National Association for Female Executives ("NAFE") since it has been 
classified as a discontinued operation.  See Note (3) below.

(2)  ACQUISITIONS AND NEW BORROWINGS

On March 6, 1997, the Company acquired the stock of Ehlert Publishing 
companies ("Ehlert") for $22.3 million, of which $20.8 million was paid in 
cash at closing.  In addition, a $1.5 million note was issued by Affinity 
Group Holding, Inc. ("AGHI"), the Company's parent corporation, to the 
seller, of which $1.0 million was repaid in April 1997.  The purchase price 
of Ehlert was funded primarily through borrowings under the Company's senior 
credit facility and a $6.5 million capital contribution to the Company from 
AGHI ($5.0 million of the capital contribution was in cash). 

Ehlert is a specialty publisher of sports and recreation magazines focusing 
on four niches: snowmobiling, personal watercraft, archery and all-terrain 
vehicles.

On April 2, 1997 the Company acquired the common stock of Camping World, Inc. 
("Camping World") for $108.0 million in cash, including $19.0 million for 
non-competition and consulting agreements with certain Camping World 
executives. The purchase price of Camping World was funded through capital 
contributions to the Company from AGHI (consisting of the net proceeds from 
the April 2, 1997 issuance of $130.0 million in 11% senior notes due 2007, 
net of expenses and repayment of approximately $7.5 million of AGHI's debt) 
together with borrowings under the Company's new $75 million senior credit 
facility.

Camping World is a national specialty retailer of merchandise and services 
for RV owners.

                                       5

<PAGE>

The new senior secured credit facility consists of a revolving line of credit 
of $45.0 million and a term loan of $30.0 million.  The interest on 
borrowings under the new senior credit facility is at variable rates based on 
the ratio of total cash flow to outstanding indebtedness (as defined).  The 
Company also pays a commitment fee of 0.5% per annum on the unused amount of 
the revolving credit line.  Borrowings under the new senior credit facility 
were used to pay-off outstanding balances under the previous senior secured 
term note and revolving line of credit.

(3) DISCONTINUED OPERATIONS

In October 1994, the Company acquired substantially all the assets and 
assumed certain liabilities of NAFE.  The total consideration for the 
acquisition, including assumed liabilities and costs of acquisition, totaled 
$10.8 million.

The Company adopted a plan to dispose of the NAFE assets in the fourth 
quarter of 1996.  In connection with the plan, the Company recorded a loss of 
$5.9 million net of related income taxes of $1.1 million in the fourth 
quarter of 1996 based on the anticipated proceeds upon sale.  On July 31, 
1997, the Company entered into a definitive agreement to sell the assets of 
NAFE for $200,000, plus assumption by the buyer of the deferred membership 
liability.  In 1996, the results of operations of NAFE were classified as 
discontinued operations in the accompanying financial statements.  As of June 
30, 1997, the estimated loss on sale and reserve established in 1996 appear 
adequate.

Information relating to the operations of NAFE for the six months ended June 
30, 1997 and 1996 are as follows (in thousands):

                                            6/30/97       6/30/96
                                          ----------     ----------
     Revenues                                $ 2,294        $ 3,086
     Costs applicable to revenues              3,119          3,074
                                            --------       --------
     Gross profit (loss)                        (825)            12
     Operating expenses                          442            539
                                            --------       --------
     Loss from operations                     (1,267)          (527)
     Income tax benefit                          335            198
                                            --------       --------
     Loss from discontinued operations          (932)          (329)
     Accrued for at December 31, 1996            932             -
                                            --------       --------
     Net loss                                $    -         $  (329)
                                            --------       --------
                                            --------       --------

                                       6
<PAGE>

The assets and liabilities of NAFE included in the accompanying consolidated 
balance sheet as of June 30, 1997 and December 31, 1996 are as follows (in 
thousands):

                                                    6/30/97       12/31/96
                                                   ---------     ----------
     Current assets:
          Cash                                       $   -          $   261
          Accounts receivable                            387            539
          Inventories                                     96            183
          Prepaid expenses                               155            884
                                                   ---------      ---------
               Total current assets                      638          1,867

     Current liabilities:
          Accounts payable                                32          1,048
          Accrued liabilities                            980          2,283
                                                   ---------      ---------
               Total current liabilities               1,012          3,331
                                                   ---------      ---------
          Net current liabilities                    $  (374)       $(1,464)
                                                   ---------      ---------
                                                   ---------      ---------
     Long-term assets:
          Property and equipment                     $    44        $    67
          Intangible assets                            3,000          3,000
          Other assets                                    25             25
                                                   ---------      ---------
               Total long-term assets                  3,069          3,092

     Long-term liabilities:
          Deferred revenues                            1,791          2,119
                                                   ---------      ---------
          Net long-term assets                       $ 1,278        $   973
                                                   ---------      ---------
                                                   ---------      ---------

(4) UNAUDITED PRO FORMA RESULTS OF OPERATIONS

The operating results of Ehlert and Camping World have been included in the 
Company's consolidated results of operations from the dates of acquisition.  
The acquisitions have been accounted for using the purchase method of 
accounting and, accordingly, the assets and liabilities of Ehlert and Camping 
World have been recorded at the estimated fair market value at the dates of 
the acquisitions.

The following unaudited pro forma results of operations for the quarters 
ended June 30, 1997 and 1996 assume the acquisitions occurred as of January 
1, 1996 giving effect to certain adjustments including elimination of 
non-recurring income and expenses recorded by the previous owners and 
increased expenses that would have been applicable from the beginning of the 
year for depreciation and amortization, and interest expense.  These pro 
forma results have been prepared solely for comparative purposes and are not 
necessarily indicative of the results of operations that actually would have 
occurred had the combinations been in effect at the beginning of the 
respective periods, nor are they indicative of future results of operations 
of the combined companies.

                                       7

<PAGE>

                                                      (In thousands)
                                                   6/30/97        6/30/96
                                                  ---------      ---------
     Revenues                                     $ 171,065      $ 148,502
     Income from continuing operations and
          before extraordinary items                  2,737          1,469
     Net income                                       2,496            942


                                       8

<PAGE>

                      AFFINITY GROUP, INC. AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

ITEM:  2

The following table is derived form the Company's Consolidated Statements of 
Operations and expresses the results from operations as a percentage of 
revenues and reflects the net increase/(decrease) between periods:

                                                  THREE MONTHS ENDED
                                          ----------------------------------
                                          6/30/97       6/30/96    Inc/(Dec)
                                          -------       -------    ---------
REVENUES:
   Membership services                       32.7%         76.6%        18.1%
   Publications                              11.5%         23.4%        36.5%
   Merchandise                               55.8%           -         100.0%
                                          -------       -------      -------
                                            100.0%        100.0%       176.9%
COSTS APPLICABLE TO REVENUES:
   Membership services                       18.3%         41.9%        21.3%
   Publications                               8.1%         17.4%        28.8%
   Merchandise                               37.6%           -         100.0%
                                          -------       -------      -------
                                             64.0%         59.3%       198.9%

GROSS PROFIT                                 36.0%         40.7%       144.9%

OPERATING EXPENSES:
   Selling, general and administrative       19.4%         13.9%       283.6%
   Depreciation and amortization              3.9%          6.3%        72.7%
                                          -------       -------      -------
                                             23.3%         20.2%       218.2%
                                          -------       -------      -------
INCOME FROM OPERATIONS                       12.7%         20.5%        72.4%

NON-OPERATING EXPENSE:
   Interest expense, net                     (4.4%)       (12.6%)       (2.2%)
   Other non-operating charges, net            -            -              -
                                          -------       -------      -------
                                             (4.4%)       (11.8%)        4.1%
                                          -------       -------      -------
INCOME FROM CONTINUING OPERATIONS
   BEFORE INCOME TAXES AND 
   EXTRAORDINARY ITEM                         8.3%          7.9%       193.3%
     
INCOME TAX EXPENSE                           (3.7%)        (3.9%)      167.4%
                                          -------       -------      -------
INCOME FROM CONTINUING OPERATIONS             4.6%          4.0%       217.8%

DISCONTINUED OPERATIONS:
   Loss from discontinued operations, net
     of applicable tax benefit                 -           (1.3%)     (100.0%)
                                          -------       -------      -------
INCOME BEFORE EXTRAORDINARY ITEM              4.6%          3.3%       288.7%

   Extraordinary item, net of applicable
     income tax benefit                      (0.2%)           -        100.0%
                                          -------       -------      -------

NET INCOME                                    4.4%          3.3%       266.8%
                                          -------       -------      -------
                                          -------       -------      -------

                                       9


<PAGE>

                      AFFINITY GROUP, INC. AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

ITEM:  2

The following table is derived form the Company's Consolidated Statements of
Operations and expresses the results from operations as a percentage of revenues
and reflects the net increase/(decrease) between periods:

                                                     SIX MONTHS ENDED
                                          --------------------------------------
                                           6/30/97       6/30/96      Inc/(Dec)
                                          -------        -------      --------
REVENUES:
   Membership services                       43.1%         75.4%         11.2%
   Publications                              16.2%         24.6%         27.4%
   Merchandise                               40.7%           -          100.0%
                                          -------       -------       -------
                                            100.0%        100.0%         94.3%
COSTS APPLICABLE TO REVENUES:
   Membership services                       24.9%         42.4%         14.2%
   Publications                              12.0%         20.6%         13.7%
   Merchandise                               27.5%           -          100.0%
                                          -------       -------       -------
                                             64.4%         63.0%         98.6%

GROSS PROFIT                                 35.6%         37.0%         87.0%

OPERATING EXPENSES:
   Selling, general and administrative       17.5%         13.2%        157.6%
   Depreciation and amortization              4.5%          6.4%         37.4%
                                          -------       -------       -------
                                             22.0%         19.6%        118.4%
                                          -------       -------       -------
INCOME FROM OPERATIONS                       13.6%         17.4%         51.8%

NON-OPERATING EXPENSE:
   Interest expense, net                     (6.5%)       (12.9%)        (2.2%)
   Other non-operating charges, net             -            -              -
                                          -------       -------       -------
                                             (6.5%)       (12.9%)        (2.7%)
                                          -------       -------       -------
INCOME FROM CONTINUING OPERATIONS
   BEFORE INCOME TAXES AND
   EXTRAORDINARY ITEM                         7.1%          4.5%        207.3%

INCOME TAX EXPENSE                           (1.9%)        (2.4%)        57.6%
                                          -------       -------       -------

INCOME FROM CONTINUING OPERATIONS             3.9%          2.3%        222.8%

DISCONTINUED OPERATIONS:
   Loss from discontinued operations, net
     of applicable tax benefit                 -           (0.5%)      (100.0%)
                                          -------       -------       -------
INCOME BEFORE EXTRAORDINARY ITEM              3.9%          1.8%        312.0%
 
   Extraordinary item, net of applicable
     income tax benefit                      (0.2%)           -            - 
                                          -------       -------       -------
NET INCOME                                    3.7%          1.8%        291.8%
                                          -------       -------       -------
                                          -------       -------       -------

                                      10

<PAGE>

                            RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 1997 
COMPARED WITH THREE MONTHS ENDED JUNE 30, 1996

REVENUES

Revenues of $91.9 million for the second quarter of 1997 increased by 
approximately $58.7 million or 176.9% from the comparable period in 1996. 
Excluding the Ehlert operations acquired March 6, 1997 and the Camping World 
operations acquired April 2, 1997, revenues were $34.4 million for the second 
quarter of 1997 compared to $33.2 million for the comparable period in 1996, 
a 3.6% increase.

Membership services revenue of $30.0 million for the second quarter of 1997 
increased by approximately $4.6 million from the comparable period in 1996. 
Excluding the Camping World operations, membership services revenue increased 
by approximately $1.2 million to $26.6 million.  This increase was largely 
attributable to the $1.5 million increase in marketing fee revenue from the 
new extended vehicle warranty program, VIP insurance and credit cards, an 
increase of $0.2 million in events, tours and rallies revenue, and a $0.4 
million increase in financial and insurance services revenue offset by 
declines in membership revenue in Coast to Coast and emergency road service.

Publication revenue of $10.6 million for the second quarter of 1997 increased 
by $2.8 million from the comparable period in 1996.  Excluding the Ehlert 
acquisition revenue of $2.8 million, other publication revenue was relatively 
unchanged.  Increases in advertising revenue in certain publications, such as 
the additional issue of ROADS TO ADVENTURE, the CAMPGROUND DIRECTORY, TRAILER 
LIFE and MOTORHOME, were offset by declines in specialty publications such as 
books, RV BUSINESS and RV SHOPPER.

Merchandise revenue was $51.3 million and was related entirely to the 
acquisition of Camping World in April 1997.

COSTS APPLICABLE TO REVENUES

Costs applicable to revenues totaled $58.8 million for the second quarter of 
1997, an increase of $39.1 million or 198.9% over the comparable period in 
1996. Excluding the Ehlert and Camping World operations, costs applicable to 
revenues increased $1.3 million for the second quarter of 1997 compared to 
the second quarter of 1996.

Membership services costs and expenses increased by approximately $3.0 
million or 21.3% to $16.9 million in the second quarter of 1997 compared to 
$13.9 million in 1996.  Excluding the Camping World acquisition, membership 
services costs increased $1.8 million to $15.7 million largely as a result 
of increased expenses of $0.7 million associated with events, tours and 
rallies, increased membership services expenses of $0.5 million associated 
with member 

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<PAGE>



acquisition, marketing expenses of $0.4 million relating to a new membership 
credit card, and increased expenses of $0.4 million associated with the 
financial and insurance services.  A combination of other reduced promotional 
costs totaling $0.2 million across other membership services products 
account for the balance of the change. 

Publication costs and expenses of $7.4 million for the second quarter of 1997 
increased $1.7 million or 28.8% compared to the second quarter of 1996. 
Excluding the acquisitions, costs decreased by $0.5 million over the 
comparable period in 1996.  This decrease is primarily due to reduced paper 
costs realized in the second quarter of 1997 as a result of a re-negotiated 
paper contract and reduced CAMPGROUND DIRECTORY expenses, partially offset by 
an additional ROADS TO ADVENTURE issue.

Merchandise costs applicable to revenues were $34.5 million and were related 
entirely to the acquisition of Camping World in April 1997.

OPERATING EXPENSES

Selling, general and administrative expenses of $17.8 million for the second 
quarter of 1997 were $13.2 million over the second quarter of 1996.  
Excluding the Camping World and Ehlert acquisitions, general and 
administrative expenses declined by $0.6 million compared to the prior year.  
Depreciation and amortization expense of $3.6 million was $1.5 million over 
the second quarter of 1996, of which $1.3 million was due to the Ehlert and 
Camping World acquisitions, and higher depreciation expense.

INCOME FROM OPERATIONS

Income from operations for the second quarter of 1997 increased by $4.9 
million or 72.4% to $11.7 million compared to $6.8 million for the second 
quarter of 1996.  Excluding income from operations of $4.6 million recognized 
from the acquired operations of Camping World and Ehlert, income from 
operations increased by $0.3 million.  Improved gross profit from the 
publication segment of $0.5 million and $0.4 million in reduced operating 
expenses were partially offset by decreases in membership services gross 
profit of $0.6 million.

NON-OPERATING EXPENSES

Non-operating expenses were $4.1 million for the second quarter of 1997, 
compared to $4.2 million for the same period in 1996.  

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND EXTRAORDINARY ITEM

Income from continuing operations before income taxes and extraordinary item 
in the second quarter of 1997 was $7.7 million compared to $2.6 million for 
the second quarter of 1996. This increase was largely due to the increase in 
income from operations from the Ehlert and Camping World acquisitions 
combined with reduced operating expenses.

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<PAGE>

INCOME TAXES

In the second quarter of 1997, the Company recognized a $3.4 million tax 
expense compared to $1.3 million tax expense in the second quarter of 1996.

DISCONTINUED OPERATIONS

As further described in Note 3 to the consolidated financial statements, the 
Company adopted a plan to dispose of the assets of NAFE in the fourth quarter 
of 1996.  NAFE operating losses in the second quarter of 1997 were included 
in the estimated loss on disposal accrued in 1996.  The 1996 results have 
been restated to recognize NAFE as a discontinued operation in the prior year 
for comparative purposes.

EXTRAORDINARY ITEM

The Company refinanced its senior term and revolving credit facilities April 
2, 1997.  As a result, the Company incurred a write-off of unamortized 
financing cost of $0.2 million, net of tax.

NET INCOME

The net income in the second quarter of 1997 was $4.0 million compared to net 
income of $1.1 million for the same period in 1996.

SIX MONTHS ENDED JUNE 30, 1997 
COMPARED WITH SIX MONTHS ENDED JUNE 30, 1996

REVENUES

Revenues of $125.9 million for the six months ended June 30, 1997 increased 
by approximately $61.1 million or 94.3% from the comparable period in 1996. 
Excluding the Ehlert operations acquired March 6, 1997 and the Camping World 
operations acquired April 2, 1997, revenues were $67.2 million for the first 
six months of 1997 compared to $64.8 million for the comparable period in 
1996, a 3.6% increase.

Membership services revenues of $54.3 million for the first six months of 1997 
increased by approximately $5.4 million from the comparable period in 1996. 
Excluding the Camping World acquisition, membership services revenue of $50.8 
million increased $2.0 million compared to 1996 partially due to a $1.8 
million revenue increase from the new extended vehicle warranty program and a 
$0.6 million revenue increase from financial and insurance services which 
were partially offset by decreases in membership services revenue associated 
with reduced Coast to Coast club enrollment.

Publication revenue of $20.4 million for the first six months of 1997 
increased by $4.4 million from the comparable period in 1996.  This revenue 
increase was primarily due to $4.0 million 

                                      13

<PAGE>

in additional revenue from the Ehlert operations plus advertising revenue 
increases in various publications such as TRAILER LIFE and an additional 
ROADS TO ADVENTURE issue.

Merchandise revenue of $51.3 million related entirely to the acquisition of 
Camping World in April 1997.

COSTS APPLICABLE TO REVENUES

Costs applicable to revenues totaled $81.1 million for the first six months 
of 1997, an increase of $40.3 million or 98.6% over the comparable period in 
1996. Excluding the Ehlert and Camping World operations, costs applicable to 
revenues increased $1.5 million for the first six months of 1997 compared to 
the first six months of 1996.

Membership services costs and expenses increased by approximately $3.9 
million or 14.2% to $31.4 million for the first six months of 1997 compared 
to $27.5 million in 1996.  Excluding the Camping World acquisition, 
membership service costs increased $2.7 million to $30.2 million.  This 
increase was largely a result of marketing expenses of $0.8 million relating 
to the new credit card program introduced in the fourth quarter of 1996, 
increased expenses of $0.8 million associated with events, tours and rallies, 
increased emergency road service claims and marketing expenses of $0.5 
million, and increased expenses of $0.7 million associated with financial and 
insurance services.

Publication costs and expenses of $15.2 million for the first six months of 
1997 increased $1.8 million or 13.7% compared to the first six months of 
1996. Excluding the Ehlert operations, costs decreased by $1.2 million over 
the comparable period in 1996.  This decrease was primarily due to reduced 
paper costs realized in the first six months of 1997 as a result of a 
re-negotiated paper contract and decreased CAMPGROUND DIRECTORY expenses.

Merchandise costs applicable to revenues of $34.5 million related entirely to 
the acquisition of Camping World in April 1997.

OPERATING EXPENSES

Selling, general and administrative expenses of $22.0 million for the first 
six months of 1997 were $13.5 million over the first six months of 1996 .  
Excluding the selling, general and administrative cost of Ehlert and Camping 
World of $18.9 million, general and administrative expenses decreased $0.5 
million.  The increased expense of $0.3 million in phantom stock expense was 
more than offset by decreases in salaries and wage benefits, travel and 
entertainment, professional fees and legal expenses.  Depreciation and 
amortization expense of $5.7 million was $1.6 million over the first six 
months of 1996, of which $1.4 million was due to the Ehlert and Camping World 
acquisitions.

INCOME FROM OPERATIONS

                                      14

<PAGE>

Income from operations for the first six months of 1997 increased by $5.8 
million or 51.8% to $17.1 million compared to $11.3 million for the first six 
months of 1996.  The $5.8 million variance was due to $4.8 million operating 
income generated by the acquisitions in 1997, $1.5 million gross profit from 
publications, and a reduction of $0.2 million in operating expenses, 
partially offset by a $0.7 million decrease in gross profit from membership 
services.

NON-OPERATING EXPENSES

Non-operating expenses of $8.1 million for the first six months of 1997 
decreased by $0.2 million from the same period in 1996 due to lower 
average borrowings at a slightly higher rate of interest.

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND EXTRAORDINARY ITEM

Income from continuing operations before income taxes and extraordinary item in 
the second quarter of 1997 was $9.0 million compared to $2.9 million for the 
first six months of 1996. This increase was due to the increase in operating 
income from the Ehlert and Camping World acquisitions, and an increase in 
gross profit from publications.  Decreases in operating expenses were offset 
by reduced gross profit from membership services.

INCOME TAXES

In the first six months of 1997, the Company recognized a $4.1 million tax 
expense compared to $1.4 million tax expense in the first six months of 1996.

DISCONTINUED OPERATIONS

The Company adopted a plan to dispose of the assets of NAFE in the fourth 
quarter of 1996.  NAFE operating losses in 1997 were included in the 
estimated loss on disposal accrued in 1996.  The 1996 results have been 
restated to recognize NAFE as a discontinued operation in the prior year for 
comparative purposes.

EXTRAORDINARY ITEM

As discussed in Note 2 to the consolidated financial statements, the Company 
refinanced its senior term and revolving credit facilities April 2, 1997.  As 
a result, the Company incurred a write-off of unamortized financing cost of 
$0.2 million, net of tax.

NET INCOME

The net income in the first six months of 1997 was $4.7 million compared to 
net income of $1.2 million for the same period in 1996.

LIQUIDITY AND CAPITAL RESOURCES

                                      15

<PAGE>

At June 30, 1997 the Company's senior and subordinated debt totaled $148.5 
million compared to $158.6 million at March 31, 1997 and $145.1 million at 
December 31, 1996.

Cash, cash equivalents and investments totaled $28.3 million at June 30, 1997 
compared to $11.9 million at March 31, 1997 and $4.8 million at December 31, 
1996.  Included in the June 30, 1997 cash, cash equivalents and investments 
is $17.0 million which is restricted for use by Affinity Thrift and Loan 
(ATL) and Affinity Insurance Group (AINS) subsidiaries.  The assets of ATL 
and AINS are subject to regulatory restrictions on dividends or other 
distributions to the Company and are unavailable to reduce Company debt.  In 
addition, both ATL and AINS, although required to be consolidated with the 
Company, are recognized as "unrestricted" or non-guarantying subsidiaries as 
defined in the new senior credit facility, as discussed further below, and 
ATL only is "unrestricted" under the terms of the 11.5% senior subordinated 
notes of the Company.

Further, as indicated previously, both ATL and AINS are subject to regulatory 
guidelines which, among other things, stipulate the minimum capital 
requirements for each entity based on certain operating ratios.  To maintain 
those ratios the company contributed $3.0 million of capital to ATL during 
the second quarter of 1997.  It is anticipated that additional aggregate 
contributions of $3.0 million will be necessary in the remaining calendar 
year.

On March 6, 1997, the Company acquired the stock of Ehlert for $22.3 million, 
of which $20.8 million was paid in cash at closing.  In addition, a $1.5 
million note was issued by AGHI to the seller, of which $1.0 million was 
repaid in April 1997.  The balance of the note is payable on March 6, 1999, 
together with interest at 5% per annum.  In addition, John Ehlert, the 
founder and principal stockholder of Ehlert, entered into a non-competition 
agreement for $0.2 million.  The purchase price of Ehlert was funded 
primarily through borrowings under the Company's senior credit facility and a 
$6.5 million capital contribution to the Company from AGHI.

On April 2, 1997, the Company acquired the stock of Camping World for $108.0 
million in cash, including $19.0 million for non-competition and consulting 
agreements with certain Camping World executives.  In addition, AGHI entered 
into management incentive agreements with certain Camping World executives 
pursuant to which up to an additional $15.0 million will be paid subject to 
Camping World achieving certain operating goals.  Such contingent amounts 
will be payable in $1.0 million annual installments on the first four 
anniversaries of the closing and $11.0 million on the fifth anniversary of 
the closing.  The purchase price of Camping World was funded through capital 
contributions to the Company from AGHI (consisting of the net proceeds from 
the April 2, 1997 issuance of $130.0 million in 11% senior notes due 2007, 
net of expenses and repayments of approximately $7.5 million of AGHI's debt) 
together with borrowings under the Company's new $75 million senior credit 
facility (discussed below).

The new $75 million senior credit facility provided a term loan of $30.0 
million (reducing in quarterly principal installments of $1.5 million) and a 
$45 million revolving credit line.  The interest on borrowings under the new 
senior credit facility is at variable rates based on the 

                                      16

<PAGE>

ratio of total cash flow to outstanding indebtedness (as defined).  Interest 
rates float with prime and the London Interbank Offered Rates (LIBOR), plus 
an applicable margin ranging from 0.75% to 2.75% over the stated rates.  The 
Company also pays a commitment fee of 0.5% per annum on the unused amount of 
the revolving credit line.  The new senior credit facility is secured by a 
security interest in the assets of the Company and its subsidiaries and a 
pledge of the stock of the Company and its subsidiaries.  At June 30, 1997, 
no amounts were outstanding under the new $45 million revolving credit line.

The new senior credit facility allows for, among other things, the 
distribution of payments by the Company to AGHI to service the semi-annual 
interest due on the AGHI 11% $130 million senior notes and the annual amounts 
due under the Camping World management incentive agreements.  Such 
distributions are subject to the Company's compliance with certain 
restrictive covenants, including, but not limited to, an interest coverage 
ratio, fixed charge coverage ratio, minimum operating cash flow, and 
limitations on capital expenditures and total indebtedness.

During the six months ended June 30, 1997, payments under the terms of 
several phantom stock agreements totaled $0.6 million.  Additional phantom 
stock payments of $1.8 million are scheduled to be made over the next twelve 
months.

Capital expenditures in the six months ended June 30, 1997 totaled $2.2 
million compared to capital expenditures of $0.8 million during the same 
period in 1996. Capital expenditures are anticipated to be approximately $4.2 
million for the remainder of 1997, primarily for continued enhancements to 
membership marketing databases, inbound and outbound tele-communications, 
computer software and hardware, and to begin construction on two new Camping 
World retail supercenters.

Management believes that funds generated by operations together with 
available borrowings under its revolving credit line will be sufficient to 
satisfy the Company's operating cash needs, debt obligations and capital 
requirements of its existing operations during the next twelve months.

                                      17

<PAGE>

PART II:  OTHER INFORMATION


     Items 1-5:  Not Applicable

     Item 6:  Exhibits and Reports on Form 8-K: 

     (a)  Exhibits:
           
          Exhibit 4  Credit Agreement dated as of April 2, 1997 among
          Affinity Group, Inc, Fleet National Bank, as agent, and the banks
          named therein.  (Incorporated by reference to Exhibit 2.2 to the
          Company's Form 8-K Report dated April 2, 1997.)

          Exhibit 10  Stock Purchase Agreement dated as of February 25, 
          1997, by and among the Shareholders of Camping World, Inc. and 
          Affinity Group, Inc. (Incorporated by reference to Exhibit 2.1 to 
          the Company's Form 8-K Report dated April 2, 1997.)

     (b)  Form 8-K Reports:

          On April 2, 1997, Affinity Group, Inc. acquired the common stock of
          Camping World, Inc.  Details of the acquisition including Camping
          World financial statements and contract documents were filed with the
          Securities and Exchange Commission on April 17, 1997 under Form 8-K
          and are thereby incorporated by reference.

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<PAGE>

SIGNATURES:


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

                                        

                                   AFFINITY GROUP, INC.



                                   /s/  Mark J. Boggess
                                   -----------------------------
Date:  August 14, 1997             Mark J. Boggess
                                   Senior Vice President
                                   Chief Financial Officer


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