FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
(Mark One)
{X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934.

For the quarterly period ended March 31, 2000

{ } TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934.
For the transition period from ........ to .........

Commission file number: 0-22268

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

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

                               3411 N. Perris Blvd.
                             Perris, California 92571
                                  (909) 943-6007
          (Address, including zip code, and telephone number, including
             area code, of Registrant's principal executive offices)

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

YES X    NO__

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date.

Class                                       Outstanding at November 3, 1999
-----                                       -------------------------------
Common stock, par value                              9,657,086
$.01 per share


<PAGE>


                          NATIONAL R.V. HOLDINGS, INC.

                                      INDEX

                                                                          PAGE
                             PART 1 - FINANCIAL INFORMATION               ----

Item 1.    Consolidated Balance Sheet -
           March 31, 2000 and December 31, 1999                             3

           Consolidated Statement of Income -
           Three Months Ended March 31, 2000 and 1999                       4

           Consolidated Statement of Cash Flows -
           Three Months Ended March 31, 2000 and 1999                       5

           Consolidated Statement of Changes in Stockholders' Equity        6

           Notes to Consolidated Financial Statements                       7

Item 2.    Management's Discussion and Analysis of
           Financial Condition and Results of Operations                8 - 9

Item 3.    Quantitative and Qualitative Disclosures about
           Market Risk                                                     10

                               PART II - OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K                                11

           Signature                                                       12



<PAGE>
<TABLE>
<CAPTION>
                          NATIONAL R.V. HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEET
                          (In thousands except shares)

<S>                                          <C>                  <C>
                                                March 31,          December 31,
                                                  2000                 1999
                                               ---------           -----------
                                              (Unaudited)
                     ASSETS
Current Assets:
     Cash and cash equivalents                 $   6,491            $   20,301
     Trade receivables, less allowance for
         doubtful accounts of $199                36,447                22,473
     Inventories                                  62,051                68,187
     Deferred income taxes                         6,489                 5,610
     Prepaid expenses                              1,151                 1,439
                                               ---------              --------
         Total current assets                    112,629               118,010
Goodwill                                           6,849                 6,952
Property, plant and equipment, net                36,054                33,167
Other                                              1,154                 1,085
                                               ---------             ---------
                                               $ 156,686             $ 159,214
                                               =========             =========

      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt            $      20             $      20
  Accounts payable                                11,370                11,166
  Accrued expenses                                20,800                14,908
                                               ---------             ---------
         Total current liabilities                32,190                26,094
Deferred income taxes                              2,603                 2,470
Long-term debt                                        79                    84
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, 10,589,986 and
    10,588,886 issued, respectively                  106                   106
  Additional paid-in capital                      47,779                47,768
  Retained earnings                               89,188                82,692
  Less cost of treasury stock                   ( 15,259)                    -
                                               ---------             ---------
     Total stockholders' equity                  121,814               130,566
                                               ---------             ---------
                                               $ 156,686             $ 159,214
                                               =========             =========
</TABLE>



                 See Notes to Consolidated Financial Statements

                                       3
<PAGE>

<TABLE>
<CAPTION>
                          NATIONAL R.V. HOLDINGS, INC.
                        CONSOLIDATED STATEMENT OF INCOME
                      (In thousands except per share data)
                                   (Unaudited)


                                                Three Months Ended March 31,
                                               -------------------------------
<S>                                            <C>                   <C>
                                                  2000                  1999
                                               ---------             ---------
Net sales                                      $ 105,255             $ 102,982
Cost of goods sold                                89,178                86,228
                                               ---------             ---------
         Gross profit                             16,077                16,754
Selling expenses                                   3,370                 2,712
General and administrative expenses                2,436                 1,908
Amortization of intangibles                          103                   103
                                               ---------             ---------
         Operating income                         10,168                12,031
Other expense (income):
  Interest expense                                     1                    22
     Interest income                           (     254)            (     165)
     Other                                             8             (       4)
                                               ---------             ---------
         Income before income taxes               10,413                12,178
Provision for income taxes                         3,917                 4,857
                                               ---------             ---------
         Net income                            $   6,496             $   7,321
                                               =========             =========

Earnings per common share:
     Basic                                         $0.65                 $0.71
     Diluted                                       $0.62                 $0.64

Weighted average number of shares:
     Basic                                        10,034                10,347
     Diluted                                      10,544                11,522
</TABLE>













                 See Notes to Consolidated Financial Statements

                                       4
<PAGE>

<TABLE>
<CAPTION>
                          NATIONAL R.V. HOLDINGS, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

                                                         Three Months Ended
                                                              March 31,
                                                        -------------------
<S>                                                  <C>            <C>
                                                         2000           1999
                                                      ---------      ---------
Cash flows from operating activities:
  Net income                                          $   6,496      $   7,321
     Adjustments to reconcile net income to net cash
         provided by operating activities:
           Depreciation expense                             671            518
           Amortization of intangibles                      103            103
           Gain on asset disposal                      (      4)             -
           Increase in trade receivables               ( 13,974)      (  4,250)
           Decrease in inventories                        6,136          1,768
           Decrease in prepaid expenses                     288            115
           Increase in accounts payable                     204          6,881
           Increase in accrued expenses                   5,892          6,073
           Decrease in deferred income taxes           (    746)       (   200)
                                                      ---------       --------
         Net cash provided by operating activities        5,066         18,329

Cash flows from investing activities:
  (Increase) decrease in other assets                  (     69)         2,479
  Purchases of property, plant and equipment           (  3,554)       ( 1,931)
                                                      ---------       --------
         Net cash (used in) provided by
            investing activities                       (  3,623)           548

Cash flows from financing activities:
  Principal payments on long-term debt                 (      5)       (    40)
     Proceeds from issuance of common stock                  11            151
     Purchase of treasury stock                        ( 15,259)             -
                                                      ---------       --------
         Net cash (used in) provided by
            financing activities                       ( 15,253)           111
                                                      ---------       --------
Net (decrease) increase in cash                        ( 13,810)        18,988
Cash and cash equivalents - beginning of period          20,301         10,446
                                                      ---------       --------
Cash and cash equivalents - end of period             $   6,491       $ 29,434
                                                      =========       ========
</TABLE>








                 See Notes to Consolidated Financial Statements

                                       5

<PAGE>

<TABLE>
<CAPTION>
                          NATIONAL R.V. HOLDINGS, INC.
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                          (In thousands except shares)
                                   (Unaudited)


<S>                        <C>       <C>        <C>       <C>          <C>        <C>          <C>            <C>
                           Preferred     Common Stock       Paid-in     Retained       Treasury Stock
                             Stock     Shares    Amount     Capital     Earnings    Shares       Amount          Total
                            ------   ----------  ------    --------     --------   --------    ----------      ---------
Balance, December 31, 1999  $    -   10,588,886  $  106    $ 47,768     $ 82,692          -    $        -      $ 130,566
   Common Stock issued
     under option plan                    1,100       -          11                                                   11
   Purchase of
     Treasury Stock                                                                 932,900     (  15,259)     (  15,259)
   Net income                                                              6,496                                   6,496
                            ------   ----------  ------    --------     --------  ---------    ----------     ----------
Balance, March 31, 2000     $   -    10,589,986  $  106    $ 47,779     $ 89,188    932,900    $(  15,259)    $  121,814
                            ======   ==========  ======    ========     ========  =========    ==========     ==========
</TABLE>
































                 See Notes to Consolidated Financial Statements

                                       6

<PAGE>

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)

NOTE 1 - GENERAL

         In the opinion of National R.V. Holdings, Inc. (collectively,  with its
subsidiaries  National R.V., Inc., and Country Coach, Inc. referred to herein as
the "Company"),  the accompanying  unaudited  consolidated  financial statements
contain  all  adjustments,  consisting  only of  normal  recurring  adjustments,
necessary  for the fair  presentation  of the  financial  position,  results  of
operations  and cash flows for all  periods  presented.  Results for the interim
periods are not necessarily indicative of the results for an entire year and the
financial  statements  do  not  include  all of the  information  and  footnotes
required by generally accepted accounting principles. These financial statements
should be read in  conjunction  with the financial  statements and notes thereto
contained in the Company's latest annual report on Form 10-K.



NOTE 2 - INVENTORIES

         Inventories consist of the following:

                                               March 31,           December 31,
                                                 2000                  1999
                                            ------------          -------------
                                             (Unaudited)
         Finished goods                     $ 17,461,000          $ 12,315,000
         Work-in-process                      19,796,000            18,274,000
         Raw materials                        14,107,000            14,027,000
         Chassis                              10,687,000            23,571,000
                                            ------------          ------------
                                            $ 62,051,000          $ 68,187,000
                                            ============          =============












                                       7
<PAGE>


NATIONAL R.V. HOLDINGS, INC.
PART 1, ITEM 2  MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Disclosure Regarding Forward Looking Statements
-----------------------------------------------

     Statements  contained  in this  Quarterly  Report on Form 10-Q that are not
historical  facts are  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,  the cyclical
nature  of  the  recreational   vehicle  industry;   seasonality  and  potential
fluctuations in the Company's  operating  results;  the Company's  dependence on
chassis suppliers; the integration by the Company of acquired businesses and the
management  of  growth;   potential  liabilities  under  repurchase  agreements;
competition;   government  regulation;  product  liability;  dependence  on  key
personnel and  dependence  on certain  dealers and  concentration  of dealers in
certain regions. Certain risks and uncertainties that could cause actual results
to differ  materially  from that  projected  or  suggested  are set forth below.
Additional information concerning risks and uncertainties may be identified from
time  to  time  in the  Company's  filings  with  the  Securities  and  Exchange
Commission  (SEC) and the Company's  public  announcements,  copies of which are
available from the SEC or from the Company upon request.


     Liquidity and Capital  Resources  -------------------------------  At March
31, 2000,  the Company had working  capital of $80.4  million  compared to $91.9
million at December 31, 1999.

     Net cash  provided by operating  activities  was $5.1 million for the three
months  ended  March 31, 2000  compared to $18.3  million for the same period in
1999. The change was due primarily to an increase in trade receivables.

     Cash used in  investing  activities  was $3.6  million for the three months
ended March 31, 2000 compared to cash  provided by investing  activities of $0.5
million for the comparable  period last year. The change was due primarily to an
increase in expenditures  on property,  plant and equipment in the first quarter
of 2000  which were  offset by a $2.55  million  distribution  in respect to the
Company's limited  partnership  interest in Dune Jet Services,  L.P. received in
March 1999.

     Cash used in financing  activities  was $15.3  million for the three months
ended March 31, 2000 compared to cash  provided by financing  activities of $0.1
million for the  comparable  period last year.  The difference was primarily the
result  of cash used by the  Company  in its stock  repurchase  program  for the
repurchase of 932,900 shares in the first quarter of 2000.

     The Company  believes that the combination of internally  generated  funds,
existing capital and funds available from its existing credit facility,  will be
sufficient to meet the Company's  planned capital and  operational  requirements
for at least the next 24 months.



                                       8
<PAGE>


Results of Operations
---------------------

     Net sales for the three  months  ended  March 31,  2000  increased  by $2.3
million or 2.2% from the same period last year. The Company  shipped 383 coaches
on diesel  chassis,  38 higher than last year,  with the average  price of these
products  increasing 4% to $170,000.  The increase in diesel motorhome sales was
offset by a decrease in sales of the Company's gas products by 163 units to 489.
The average price of gas motorhomes  increased 6% to $68,000.  Unit sales of the
Company's  fifth-wheel  travel trailers  increased 26%, to 144 units compared to
114  units in the  first  quarter  of 1999.  The  average  price of these  units
increased 7% to $39,000.

     Cost of goods sold for the three months  ended March 31, 2000  increased by
$2.9 million or 3.4% from the comparable  period last year. The increase was due
to both the  increase  in sales as well as to a $1  million  one-time  charge to
warranty  expense  resulting from a voluntary  offer by the Company to correct a
weight  distribution  issue  identified on certain of the  Company's  "highline"
motor  coaches.  As a result of the $1 million  charge,  the gross profit margin
decreased  to 15.3% for the  current  period as  compared  to 16.3% for the same
period last year.

     Selling  expenses for the three months ended March 31, 2000 increased $0.66
million or 24.3% from the same period last year.  The increase was primarily due
to  increased  sales  incentives  and  certain  costs  related to setting up new
dealers for the  Company's  "highline"  coaches.  As a percentage  of net sales,
selling expenses increased to 3.2%, from 2.6% for the same period last year.

     General and  administrative  expenses  for the three months ended March 31,
2000  increased  $0.53  million or 27.7%  from the same  period  last year.  The
increase  was  primarily  due to higher  compensation  and related  costs.  As a
percentage of net sales,  general and administrative  expenses increased to 2.3%
from 1.9% for the same period last year.

     Other income for the three months  ended March 31, 2000  increased  $98,000
from the same period last year due primarily to an increase in interest income.

     As a result of the foregoing,  income before taxes  decreased $1.8 million,
or 14.5%,  to $10.4  million for the three  months  ended March 31,  2000.  As a
percentage of net sales,  income  before taxes  decreased to 9.9% from 11.8% for
the same period last year.

     Provision  for income  taxes for the three  months ended March 31, 2000 and
1999 was $3.9 million and $4.9  million,  respectively.  The  effective tax rate
decreased to 37.6% from 39.9% for the same period last year. The decrease in the
effective  tax rate was due to a benefit  arising  from usage of a capital  loss
carryover.

     As a result,  net income decreased $0.8 million,  or 11.3%, to $6.5 million
for the three months  ended March 31, 2000,  as compared to $7.3 million for the
same period last year.  As a percentage  of net sales,  net income  decreased to
6.2% from 7.1% for the same period last year.


                                       9
<PAGE>
NATIONAL R.V. HOLDINGS, INC.
PART 1, ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     Information  about  market  risks for the three months ended March 31, 2000
does not differ materially from that discussed under Item 7A of the registrant's
Annual Report on form 10-K for 1999.





























                                       10
<PAGE>

PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

A.   Exhibits

     None.

B.   Form 8-K

     None

























                                       11

<PAGE>

                                   SIGNATURES

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

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

         Date: May 10, 2000                  By /s/ BRADLEY C. ALBRECHTSEN

                                                  Bradley C. Albrechtsen
                                             Chief Financial Officer (Principal
                                               Accounting and Finance Officer)




















                                       12