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 March 31, 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 May 4, 2004
Common stock, par value                                       10,196,396
$.01 per share


<PAGE>

                          NATIONAL R.V. HOLDINGS, INC.

                                      INDEX

                                                                       PAGE
                               PART I - FINANCIAL INFORMATION

Item 1.    Consolidated Balance Sheets -
           March 31, 2004 and December 31, 2003                          3

           Consolidated Statements of Operations -
           Three Months Ended March 31, 2004 and 2003                    4

           Consolidated Statements of Cash Flows -
           Three Months Ended March 31, 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 - 18

Item 3.    Quantitative and Qualitative Disclosures about Market Risk    19

Item 4.    Controls and Procedures                                       20

                               PART II - OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K                              21

           Signature                                                     22

                                       2

<PAGE>

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

                                                       March 31,    December 31,
                                                         2004           2003
                                                         ----           ----
                                                      (Unaudited)

                             ASSETS
Current assets:
    Cash and cash equivalents...................    $    1,090      $   2,059
    Restricted cash.............................           250            250
    Receivables, less allowance for doubtful
     accounts ($89 and $132, respectively)......        24,886         20,978
    Inventories.................................        64,232         51,659
    Deferred income taxes.......................         7,955          7,955
    Prepaid expenses............................         2,005          1,658
                                                    ----------      ---------
      Total current assets......................       100,418         84,559
Property, plant and equipment, net..............        39,299         40,833
Long-term deferred income taxes.................         3,805          3,805
Other...........................................         1,157          1,252
                                                    ----------      ---------
                                                    $  144,679      $ 130,449
                                                    ==========      =========

              LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Current portion of long-term debt...........           13              19
    Accounts payable............................       26,879          14,101
    Accrued expenses............................       21,540          20,770
                                                    ---------       ---------
      Total current liabilities.................       48,432          34,890
Long-term accrued expenses......................        7,588           7,569
                                                    ---------       ---------
Total liabilities...............................       56,020          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, 10,190,230 and 10,190,230
   issued and outstanding, respectively.........          102             102
Additional paid-in capital......................       36,463          36,463
Retained earnings...............................       52,094          51,425
                                                    ---------       ---------
      Total stockholders' equity................       88,659          87,990
                                                    ---------       ---------
                                                    $ 144,679       $ 130,449
                                                    =========       =========

                 See Notes to Consolidated Financial Statements.

                                       3

<PAGE>

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

                                                         Three Months
                                                        Ended March 31,
                                                       2004          2003
                                                   ----------    ----------
Net sales..............................            $  110,438    $   78,101
Cost of goods sold.....................               103,151        80,188
                                                   ----------    ----------
    Gross profit (loss)................                 7,287        (2,087)
                                                   ----------    ----------
Selling expenses.......................                 3,621         3,130
General and administrative expenses....                 2,587         2,120
                                                   ----------    ----------
    Operating income (loss)............                 1,079        (7,337)
Interest expense.......................                    62           167
Other income...........................                   (48)           (2)
                                                   ----------    ----------
    Income (loss) before income taxes..                 1,065        (7,502)
Provision (benefit) for income taxes...                   396        (2,776)
                                                   ----------    ----------
      Net income (loss)................            $      669    $   (4,726)
                                                   ==========    ==========
Earnings (loss) per common share:
      Basic............................            $     0.07    $    (0.48)
      Diluted..........................            $     0.06    $    (0.48)

Weighted average number of shares.
      Basic............................                10,190         9,832
      Diluted..........................                10,334         9,832


                 See Notes to Consolidated Financial Statements.

                                       4
<PAGE>


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

                                                            Three Months
                                                            Ended March 31,
                                                          2004         2003
                                                      ----------    ----------

Cash flows from operating activities:
  Net income (loss).............................      $     669    $  (4,726)
  Adjustments to reconcile net income (loss) to
  net cash used in operating activities:
    Depreciation................................            989          982
    Gain on asset disposal......................            (46)           -
    Changes in assets and liabilities:
      Increase in trade receivables.............         (3,908)     (19,432)
      (Increase) decrease in inventories........        (12,573)       8,264
      Decrease in income taxes receivable.......              -       (2,449)
      (Increase) decrease in prepaid expenses...           (347)         741
      Increase in accounts payable..............         12,778       10,775
      Increase (decrease) in accrued expenses...            789         (204)
      Increase in deferred income taxes.........              -         (370)
                                                      ---------    ---------
     Net cash used in operating activities......         (1,649)      (6,419)
                                                      ---------    ---------
Cash flows from investing activities:
  Decrease in other assets......................             95          341
  Proceeds from sale of assets..................          1,932            -
  Purchase of property, plant and equipment.....         (1,341)        (479)
                                                      ---------    ---------
     Net cash provided by (used in) investing
      activities................................            686         (138)
                                                      ---------    ---------
Cash flows from financing activities:
  Net advances under line of credit.............              -        3,578
  Increase in book overdraft....................              -        2,980
  Principal payments on long-term debt..........             (6)          (5)
                                                      ---------    ---------
     Net cash (used in) provided by financing
      activities................................             (6)       6,553
                                                      ---------    ---------
Net decrease in cash............................           (969)          (4)
Cash, beginning of year.........................          2,059           14
                                                      ---------    ---------
Cash, end of period.............................      $   1,090    $      10
                                                      =========    =========


                 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 quarter of 2004 of $0.7
million compared to a net loss of $4.7 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. If the Company
suffers  additional  losses, the Company may be unable to implement its business
and financial  strategies or meet its obligations when due. 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 a profitable  first quarter 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 March 31, 2004, the Company had a deferred tax asset of $11.8 million
related to the tax  benefit of  operating  loss  carryforwards.  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.

                                       6

<PAGE>

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.

     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 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
                                                      Ended March 31,
                                                    2004           2003
                                                    ----           ----
Net income (loss) - as reported.................  $    669       $  (4,726)
Total stock-based employee compensation
 expense determined under fair value based
 method for all awards, net of related
 tax effects....................................       122             108
                                                  --------       ---------
Pro forma net income (loss).....................  $    547       $  (4,834)
                                                  ========       =========
Basic earnings (loss) per share - as reported...  $   0.07       $   (0.48)
Total stock-based employee compensation
 expense determined under fair value based
 method for all awards, net of related
 tax effects....................................      0.02            0.01
                                                  --------       ---------
Basic earnings (loss) per share - pro forma.....  $   0.05       $   (0.49)
                                                  ========       =========

Diluted earnings (loss) per share - as reported.. $   0.06       $   (0.48)
Total stock-based employee compensation
 expense determined under fair value based
 method for all awards, net of related
 tax effects.....................................     0.01            0.01
                                                  --------       ---------
Diluted earnings (loss) per share - pro forma.... $   0.05       $   (0.49)
                                                  ========       =========

                                       7

<PAGE>

     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
quarter  ended March 31, 2004.  There were no new stock option grants during the
quarter ended March 31, 2003.

                                Quarter Ended
                                March 31, 2004
                                --------------
Dividend yield.............           0.0%
Expected volitality........         279.0%
Risk-free interest rate....          2.74%
Expected lives.............        4 years


NOTE 4 - SUPPLEMENTAL BALANCE SHEET INFORMATION

Inventories consist of the following:

                                                  March 31,       December 31,
                                                     2004             2003
                                                  --------          --------
                    Finished goods........         $ 8,654          $  8,957
                    Work-in-process.......          31,068            22,142
                    Raw materials.........          16,487            13,902
                    Chassis...............           8,023             6,658
                                                  --------          --------
                    Total inventories.....        $ 64,232          $ 51,659
                                                  ========          ========

Accrued expenses consist of the following:

                                                    March 31,     December 31,
  Current accrued expenses:                           2004            2003
                                                   -----------    ------------
 Workers' compensation self-insurance reserve...   $  3,034        $  3,561
 Warranty reserve...............................      8,363           8,312
 Payroll and other accrued expenses.............     10,143           8,897
                                                   -----------     -----------
   Total current accrued expenses...............   $ 21,540        $ 20,770
                                                   ===========     ===========
 Long-term accrued expenses:

 Workers' compensation self-insurance reserve...   $  6,534        $  6,499
 Warranty reserve...............................        332             348
 Deferred compensation expense..................        722             722
                                                   -----------     -----------
   Total long-term accrued expenses.............   $  7,588        $  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 March 31, 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.

                                                      Three Months
                                                     Ended March 31,
                                                   2004          2003
                                                   ----          ----
Net income (loss)......................         $      669    $   (4,726)
                                                ==========    ==========
Basic weighted average common shares
 outstanding...........................             10,190         9,832
Effect of dilutive stock options.......                144             -
                                                ----------    ----------
Diluted weighted average common shares
 outstanding...........................             10,334         9,832
                                                ==========    ==========
Basic earnings (loss) per share........         $     0.07    $    (0.48)
                                                ==========    ==========
Diluted earnings (loss) per share......         $     0.06    $    (0.48)
                                                ==========    ==========


     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 March 31,  2004 and March 31,  2003.  For the
quarters ended March 31, 2004 and 2003, excluded from the computation of diluted
earnings per share were stock options to purchase  265,300  shares and 1,572,583
shares, respectively.


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
$102 million at March 31, 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.

                                       9

<PAGE>

     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.

Product Warranty
(in thousands)

Three Months Ended March 31, 2004

                                  Beginning                             Ending
                                   Balance    Additions    Deductions   Balance
                                  ---------   ---------    ----------   -------
Warranty reserve March 31,2004...  $ 8,660      $ 3,146      $ 3,111    $ 8,695
                                   =======      =======      =======    =======

                                       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.

Operating Performance

     Continual  effort to improve the safety of the  workforce  and decrease its
workers' compensation costs resulted in an approximate $0.8 million reduction in
workers' compensation costs in the first  quarter of 2004 compared  to the first
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 the
Company's 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  first  quarter  include  higher  production  levels,  reduced
discounting,  reduced  warranty  costs and  production  efficiencies,  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 quarter-ended  March 31, 2004. As the Company  experiences
better capacity  utilization,  the Company should see additional  improvement in
gross margins throughout 2004.

     Improved  turn-rates  and a reduction in aged dealer lot  inventories  have
played  a key  role  in the  overall  performance  improvement  of  the  Company
comparing  the first  quarter of 2004 to the same period  last year.  As new and
revitalized  products  come  on-line,  the Company has seen a rise in  wholesale
deliveries and improvement in the Company's  annual Class A retail market share,
from 6.2% for the first three  months of 2003 to 7.5% for the first three months
of 2004.  Stronger product  offerings and the resulting  increase in demand have
significantly reduced the need to discount the Company's products.

                                       11

<PAGE>

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 first  quarter of 2004,  Country Coach debuted three of its new 2005
model year offerings, the Inspire and the completely redesigned Magna and custom
Affinity.  The  remaining  2005  offerings for Country Coach and for National RV
will be introduced during the summer.

     The Company is continually  trying to contain its costs specifically in the
warranty cost 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;  and with new  distance  learning
capabilities,  the  Company is  looking  forward to  broadcasting  its  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.

     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.

                                       12

<PAGE>

     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 March 31,  2004,  the Company had a deferred tax
asset of $11.8  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.

     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,  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.

                                       13

<PAGE>

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 March 31,
2004, the Company had working capital of $52.0 million compared to $49.7 million
at December 31, 2003. This increase of $2.3 million was primarily due to a $12.6
million   increase  in  inventory  and  a  $3.9  million  increase  in  accounts
receivable, partially offset by a $12.8 million increase in accounts payable and
a $1.0 million  decrease in cash. 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 three
months  of 2004,  the  Company  used  cash in its  operations  of $1.6  million,
compared to $6.4 million of cash used in its  operations  during the first three
months of 2003.

     Net cash  provided by investing  activities  was $0.7 million for the three
months  ended March 31,  2004.  This  represents  primarily  the $1.9 million of
proceeds  from the sale of real  property in Florida,  partially  offset by $1.3
million in purchases of property,  plant and equipment,  including another piece
of real property in Florida.

     Net cash used in financing activities was $6,000 for the three months ended
March 31, 2004. This represents 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 from  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 March 31, 2004,  the Company had cash and cash
equivalents  of $1.1 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 $52.0  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.

     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  March  31,  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.

                                       14

<PAGE>

     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 requirement  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:

                                               Percentage of Net Sales
                                                 Three Months Ended
                                                      March 31,
                                                  2004       2003
                                               ---------   --------
      Net sales............................        100.0%     100.0%
      Cost of goods sold...................         93.4      102.7
                                               ---------   --------
        Gross profit (loss)................          6.6       (2.7)
      Selling expenses.....................          3.3        4.0
      General and administrative expenses..          2.3        2.7
                                               ---------   --------
        Operating income (loss)............          1.0       (9.4)
      Interest expense.....................          0.1        0.2
      Other income.........................         (0.1)      (0.0)
                                               ---------   --------
        Income (loss) before income taxes..          1.0       (9.6)
      Provision (benefit) for income taxes.          0.4       (3.5)
                                               ---------   --------
        Net income (loss)..................          0.6%      (6.1)%
                                               =========   ========

                                       15

<PAGE>

Quarter Ended March 31, 2004 Compared to Quarter Ended March 31, 2003

(Amounts in tables are in thousands, except percentages)

          Net sales
                                             Three Months
                                            Ended March 31,
                                             Percent Change
                                       --------------------------
                                          2004             2003
                                          ----             ----
         Net sales..................   $110,438  41.4%   $ 78,101
         as a percent of net sales..     100.0%            100.0%


     Net sales of $110.4  million for the quarter ended March 31, 2004 represent
an increase of $32.3  million or 41.4% from the same  quarter  last year.  First
quarter  wholesale unit shipments of diesel motorhomes were 293, up 24% from 237
units during the same period last year.  Quarterly  shipments of gas  motorhomes
were 499,  up 50% from 332 units  during the same  period  last year.  Quarterly
shipments of towable products were 315, down 19% from 390 units last year.

     Revenues  in the quarter for  National RV were $63.3  million,  up 19% from
$53.4  million for the first  quarter of last year.  Revenues in the quarter for
Country  Coach  were $46.7  million,  up 85% from  $25.2  million  for the first
quarter of last year.  The increase in net sales is mainly  attributable  to the
introduction  of the Country Coach Inspire after the first quarter of 2003,  the
introduction  of NRV's  Tropi-Cal  late in the  first  quarter  of 2003,  and an
overall increase in the demand for the Company's other products.

          Gross profit margin
                                             Three Months
                                            Ended March 31,
                                             Percent Change
                                       --------------------------
                                          2004             2003
                                          ----             ----
         Gross profit margin.........     6.6%     N/A    (2.7)%

     The primary  factors that led to a 6.6% gross  profit  margin for the first
quarter of 2004 compared to a (2.7)% gross margin for the same period last year,
were higher  production  levels,  reduced  discounting,  reduced warranty costs,
reduced  workers'  compensation  costs and  production  efficiencies,  partially
offset by  various  items  including  a change in product  mix to  include  more
products with lower margins.

         Selling expenses
                                             Three Months
                                            Ended March 31,
                                             Percent Change
                                       --------------------------
                                          2004              2003
                                          ----              ----
         Selling expenses............    3,621     15.7%    3,130
         as a percent of net sales...     3.3%               4.0%

     Selling  expenses  totaled  $3.6 million or 3.3% of net sales for the first
quarter  of 2004  compared  to $3.1  million  or 4.0% of net  sales for the same
quarter  last year.  Additionally,  for the three  months  ended March 31, 2004,
selling expenses increased by 15.7% compared to 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 to
a concerted effort by management to control expenditures.

                                       16

<PAGE>

  General and administrative expenses
                                             Three Months
                                            Ended March 31,
                                             Percent Change
                                       --------------------------
                                          2004              2003
                                          ----              ----
  General and administrative expenses...  2,587    22.0%    2,120
  as a percent of net sales.............   2.3%              2.7%

     General and  administrative  expenses totaling $2.6 million for the quarter
ended March 31, 2004 were up $0.5 million compared to the same period last year.
However,  as a  percentage  of net sales,  general and  administrative  expenses
decreased  to 2.3%  from  2.7%  for the same  period  last  year as a result  of
increased sales over which to spread the fixed general and administrative  costs
during the first  quarter of 2004.  The  increase in general and  administrative
expenses  is mainly  due to the  accrual of a new  incentive  program as well as
increased  information  technology  personnel  expenses and  increased  expenses
related to compliance with the Sarbanes-Oxley Act.

         Interest expense
                                             Three Months
                                            Ended March 31,
                                             Percent Change
                                       --------------------------
                                          2004              2003
                                          ----              ----
         Interest expense............       62    (62.9)%    167
         as a percent of net sales...     0.1%              0.2%

     Interest  expense  for the three  months  ended March 31, 2004 and 2003 was
$0.1  million and $0.2  million,  respectively.  As a  percentage  of net sales,
interest  expense for these same  periods was 0.1% and 0.2%,  respectively.  The
reduction in interest  expense is  attributable to a reduction in the use of the
$15 million line of credit when  comparing the first quarter of 2004 to the same
period last year.

         Other income
                                             Three Months
                                            Ended March 31,
                                             Percent Change
                                       --------------------------
                                          2004              2003
                                          ----              ----
         Other income................      48     100.0%      2
         as a percent of net sales...     0.1%               0.0%

     Other income for the first  quarter of 2004 is primarily  the result of the
sale of real  property in Florida.  Other income in the first quarter of 2003 is
comprised  of  interest  income  earned on cash in the  Company's  general  bank
account. As a percentage of net sales, the amount is not material.

                                       17


<PAGE>

  Provision (benefit) for income taxes
                                               Three Months
                                              Ended March 31,
                                               Percent Change
                                          --------------------------
                                            2004              2003
                                            ----              ----
  Provision (benefit) for income taxes..     396    N/A     (2,776)
  as a percent of net sales.............     0.4%            (3.5)%

     The income tax  provision  for the first  quarter of 2004 was $0.4  million
compared to an income tax benefit totaling $2.8 million for the same period last
year. The effective tax rate for the three months ended March 31, 2004 was 37.2%
and was 37.0% for the same period last year.

                                       18

<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.

                                       19

<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.

     As discussed in the Company's 10-K filed with the SEC on March 30, 2004, to
strengthen its inventory costing  controls,  the Company began performing a full
quarterly  physical  count of its  inventory  with this quarter  ended March 31,
2004.

     Other than the already mentioned full quarterly  physical  inventory count,
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.

                                       20

<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 Section 301
             of the Sarbanes-Oxley Act of 2002.

        31.2 Certification  of Chief Financial  Officer  pursuant to Section 301
             of the Sarbanes-Oxley Act of 2002.

        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 February 17, 2004, the Company filed a Current Report on Form 8-K
            furnishing  under  Item  9  the  Company's financial results for the
            fourth quarter and year ended December 31, 2003.

       (2)  On February 27, 2004, the Company filed a Current Report on Form 8-K
            disclosing  under  Item 5 Other  Events,  that  Robert  Lee, retired
            as  the  Chief  Executive  Officer  of  the Company's  Country Coach
            subsidiary,  but will  assist Country Coach as a consultant and will
            remain as a director of the Company.

                                       21

<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: May 12, 2004                                  By /s/ MARK D. ANDERSEN
                                                    -----------------------
                                                    Mark D. Andersen
                                                    Chief Financial Officer
                                                    (Principal Accounting and
                                                     Financial Officer)


                                       22