26


                       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 September 30, 2004

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

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

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

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

       Registrant's telephone number, including area code: (951) 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 October 28, 2004
Common stock, par value                                     10,245,440
$.01 per share


<PAGE>

                          NATIONAL R.V. HOLDINGS, INC.

                                      INDEX
                                                                       PAGE
                         PART I - FINANCIAL INFORMATION

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

         Consolidated Statements of Operations -
         Three and Nine Months Ended September 30, 2004 and 2003.....    4

         Consolidated Statements of Cash Flows -
         Nine Months Ended September 30, 2004 and 2003...............    5

         Notes to Consolidated Financial Statements..................  6 - 11

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations............... 12 - 21

Item 3.  Quantitative and Qualitative Disclosures about Market Risk..    22

Item 4.  Controls and Procedures..................................... 23 - 24

                               PART II - OTHER INFORMATION

Item 5.  Other Information...........................................    25

Item 6.  Exhibits....................................................    25

         Signature...................................................    26



                                       2

<PAGE>

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

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

                ASSETS
Current assets:
     Cash and cash equivalents..................   $      11          $   2,059
     Restricted cash............................         250                250
     Receivables, less allowance for doubtful
      accounts ($103 and $132, respectively)....      27,941             20,978
     Inventories................................      68,818             51,659
     Deferred income taxes......................       5,885              7,955
     Notes receivable...........................       2,737                 -
     Prepaid expenses...........................       3,270              1,658
   Assets held for sale.........................       1,669                 -
                                                   ---------          ---------
         Total current assets...................     110,581             84,559
Property, plant and equipment, net..............      37,312             40,833
Long-term deferred income taxes.................       3,805              3,805
Other...........................................       1,242              1,252
                                                   ---------          ---------
                                                   $ 152,940          $ 130,449
                                                   =========          =========

   LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Line of credit.............................   $   2,150         $      -
     Book overdraft.............................       7,228                -
     Current portion of long-term debt..........           1                19
     Accounts payable...........................      22,310            14,101
     Accrued expenses...........................      21,537            20,770
                                                   ---------         ---------
         Total current liabilities..............      53,226            34,890
Long-term accrued expenses......................       7,716             7,569
                                                   ---------         ---------
Total liabilities...............................      60,942            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, 10,242,940 and
   10,190,230 issued and outstanding,
     respectively...............................         102                102
Additional paid-in capital......................      36,960             36,463
Retained earnings...............................      54,936             51,425
                                                   ---------          ---------
     Total stockholders' equity.................      91,998             87,990
                                                   ---------          ---------
                                                   $ 152,940          $ 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   Nine Months Ended
                                           September 30,        September 30,
                                          2004      2003      2004       2003
                                          ----      ----      ----       ----
Net sales............................. $ 117,457 $  84,640 $ 340,977  $ 220,979
Cost of goods sold....................   108,672    80,756   314,403    219,749
                                       --------- --------- ---------  ---------
    Gross profit......................     8,785     3,884    26,574      1,230
Selling expenses......................     3,512     2,845     9,898      8,285
General and administrative expenses...     3,063     1,543     8,643      5,407
Other expense.........................       374        -        374         -
                                       --------- --------- ---------  ---------
    Operating income (loss)...........     1,836      (504)    7,659    (12,462)
Interest expense......................        52        85       130        309
Other income..........................       (25)       (2)      (72)        (6)
                                       --------- --------- ---------  ---------
    Income (loss) from continuing
    operations before income taxes....     1,809      (587)    7,601    (12,765)
Provision (benefit) for income taxes..       758      (217)    2,985     (4,723)
                                       --------- --------- ---------  ---------
    Income (loss) from continuing
    operations........................     1,051      (370)    4,616     (8,042)
                                       --------- --------- ---------  ---------
Loss from discontinued operations.....     1,532       503     2,155      1,228
Gain from sale of discontinued
operations............................      (336)       -       (336)        -
Benefit for income taxes..............      (501)     (186)     (714)      (454)
                                       --------- --------- ---------  ---------
Net loss from discontinued operations.      (695)     (317)   (1,105)      (774)
                                       --------- --------- ---------  ---------
Net income (loss)..................... $     356      (687)    3,511     (8,816)
                                       ========= ========= =========  =========
Basic earnings (loss) per common share:
    Continuing operations............. $    0.10 $   (0.04)$    0.45  $   (0.82)
    Discontinued operations........... $   (0.07)$   (0.03)$   (0.11) $   (0.08)
    Total............................. $    0.03 $   (0.07)$    0.34  $   (0.90)

Diluted earnings (loss) per common share:
    Continuing operations............. $    0.10 $   (0.04)$    0.45  $   (0.82)
    Discontinued operations........... $   (0.07)$   (0.03)$   (0.11) $   (0.08)
    Total............................. $    0.03 $   (0.07)$    0.34  $   (0.90)

Weighted average number of shares:
    Basic.............................    10,222     9,835    10,203      9,833
    Diluted...........................    10,426     9,835    10,392      9,833


                 See Notes to Consolidated Financial Statements.

                                       4

<PAGE>

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

                                                         Nine Months Ended
                                                            September 30,
                                                          2004            2003
                                                          ----            ----
Cash flows from operating activities:
Net income (loss)..................................... $   3,511      $  (8,816)
     Adjustments to reconcile net income (loss) to
     net cash (used in) provided by operating
     activities:
       Depreciation...................................     2,881          2,959
       Loss on asset disposal.........................         6              3
       Changes in assets and liabilities,
       net of discontinued operations:
       Increase in trade receivables, net.............    (6,963)       (11,575)
       (Increase) decrease in inventories.............   (19,991)        11,326
       Decrease in income taxes receivable............        -           7,015
       (Increase) decrease in prepaid expenses........    (1,612)           628
       Increase in accounts payable...................     8,209          6,256
       Increase (decrease) in accrued expenses........       914           (826)
       Decrease (increase) in deferred income taxes...     2,070         (4,876)
                                                        --------      ---------
       Net cash (used in) provided by operating
         activities...................................   (10,975)         2,094
                                                        --------      ---------
Cash flows from investing activities:
Decrease (increase) in other assets...................        10           (177)
     Proceeds from sale of assets.....................     1,932              3
     Proceeds from sale of discontinued operation.....       500             -
     Purchases of property, plant and equipment.......    (3,372)        (1,196)
                                                        --------      ---------
       Net cash used in investing activities..........      (930)        (1,370)
                                                        --------      ---------
Cash flows from financing activities:
Net advances under (payments on) line of credit.......     2,150         (1,727)
     Increase in book overdraft.......................     7,228            499
     Principal payments on long-term debt.............       (18)           (17)
     Proceeds from issuance of common stock...........       497            518
                                                        --------      ---------
       Net cash provided by (used in) financing
         activities...................................     9,857           (727)
                                                        --------      ---------
Net decrease in cash..................................    (2,048)            (3)
Cash, beginning of period.............................     2,059             14
                                                        --------      ---------
Cash, end of period................................... $      11      $      11
                                                       =========      =========


                 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.  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
income or 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 nine months of 2004 of
$3.5 million  compared to a net loss of $8.8 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.  Resumed
losses could reduce the Company's  liquidity and cause the Company to reduce its
expenditures on capital improvements,  machinery and equipment, and research and
development.  This  could  have a negative  effect on the  Company's  ability to
maintain production schedules, manufacture products of high quality, and develop
and manufacture new products that will achieve market acceptance. This could, in
turn, have a negative impact on the Company's sales and earnings.  The Company's
losses in 2003 and 2002 were mainly caused by (i) excess manufacturing  capacity
and  related  fixed  costs  caused by  continued  low  production  levels,  (ii)
continued  significant  discounting  to wholesale  distributors  in 2002 and the
first half of 2003,  (iii) the  recognition  of the complete  impairment  of the
Company's  goodwill in 2002, (iv) high warranty costs in 2002 and (v) a workers'
compensation  reserve increase in 2002 and continued high workers'  compensation
costs in 2003. In spite of improvement  in items (i),  (ii),  (iv) and (v) above
resulting  in  profitable  first,  second,  and  third  quarters  in 2004  and a
profitable  fourth quarter in 2003,  there are no assurances that the conditions
that have resulted in the  Company's  losses in 2003 and 2002 will not resume in
future periods.

     As of  September  30,  2004,  the Company had a deferred  tax asset of $9.7
million,  which includes the tax benefit of operating loss carryforwards of $5.0
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.

                                       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 no options granted during the third quarter of
2004,  24,000 options were granted during the second quarter of 2004 and 236,500
options  granted in the first quarter of 2004, and there were no options granted
during 2003.

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

All amounts in thousands except per share amounts

                                           Three Months Ended  Nine Months Ended
                                              September 30,       September 30,
                                            2004     2003      2004       2003
                                            ----     ----      ----       ----
Net income (loss) - as reported......... $    356 $   (687) $   3,511 $  (8,816)
Total stock-based employee
 compensation expense determined
 under fair value based method for all
 awards, net of related tax effects.....      138       64        431       253
                                         --------  --------  --------- ---------
Pro forma net income (loss)............. $    218 $   (751) $   3,080 $  (9,069)
                                         ========  ========  ========= =========
Basic earnings (loss) per share
 as reported............................ $   0.03 $  (0.07) $    0.34 $   (0.90)
Total stock-based employee
 compensation expense determined
 under fair value based method for all
 awards, net of related tax effects.....     0.01     0.01       0.04      0.02
                                         --------  --------  --------- ---------
Basic earnings (loss) per share
 pro forma.............................. $   0.02 $  (0.08) $    0.30 $   (0.92)
                                         ========  ========  ========= =========
Diluted earnings (loss) per share
 as reported............................ $   0.03 $  (0.07) $    0.34 $   (0.90)
Total stock-based employee
 compensation expense determined
 under fair value based method for all
 awards, net of related tax effects.....     0.01     0.01       0.04      0.02
                                         --------  --------  --------- ---------
Diluted earnings (loss) per share
 pro forma.............................. $   0.02 $  (0.08) $    0.30 $   (0.92)
                                         ========  ========  ========= =========

                                       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
nine months  ended  September  30, 2004.  There were no new stock option  grants
during the nine months ended September 30, 2003.


                                                         September 30, 2004
                                                         ------------------
                 Dividend yield                                   0.0%
                 Expected volatility                             279.1%
                 Risk-free interest rate                          3.45%
                 Expected lives                                  4 years

NOTE 4 - SUPPLEMENTAL BALANCE SHEET INFORMATION

Inventories consist of the following (in thousands):

                                             September 30,         December 31,
                                                 2004                  2003
                                                 ----                  ----
     Finished goods....................     $   7,957             $   8,957
     Work-in-process...................        32,256                22,142
     Raw materials.....................        18,348                13,902
     Chassis...........................        10,257                 6,658
                                            ---------             ---------
     Total inventories.................     $  68,818             $  51,659
                                            =========             =========

Accrued expenses consist of the following (in thousands):

                                                    September 30,   December 31,
                                                        2004            2003
                                                        ----            ----
     Current accrued expenses:
     Workers' compensation self-insurance reserve.  $   2,975        $   3,561
     Warranty reserve.............................      8,621            8,312
     Payroll and other accrued expenses...........      9,941            8,897
                                                    ---------        ---------
     Total current accrued expenses...............  $  21,537        $  20,770
                                                    =========        =========
     Long-term accrued expenses:
     Workers' compensation self-insurance reserve.  $   6,702        $   6,499
     Warranty reserve.............................        219              348
     Deferred compensation........................        795              722
                                                    ---------        ---------
     Total long-term accrued expenses.............  $   7,716        $   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,  which was 5.50% at September 30,
2004. The credit facility  contains,  among other provisions,  certain financial
covenants,  including net worth requirements. At September 30, 2004, the Company
had  outstanding  loans under the  line-of-credit  totaling $2.2 million and the
Company was not in default with any covenants of its loan agreement with UPSC.

NOTE 6 - EARNINGS (LOSS) PER SHARE

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

All amounts in thousands except per share amounts.

                                          Three Months Ended   Nine Months Ended
                                               September 30,      September 30,
                                           2004        2003    2004      2003
                                           ----        ----    ----      ----
Net income (loss)....................... $   356   $   (687) $ 3,511   $ (8,816)
                                         =======   ========  =======   ========
Basic weighted average common shares
 outstanding............................  10,222      9,835   10,203      9,833
Effect of dilutive stock options........     204         -       189         -
                                         -------   --------  -------   --------
Diluted weighted average common shares
 outstanding............................  10,426      9,835   10,392      9,833
                                         =======   ========  =======   ========
Basic earnings (loss) per share......... $  0.03   $  (0.07) $  0.34   $  (0.90)
                                         =======   ========  =======   ========
Diluted earnings (loss) per share....... $  0.03   $  (0.07) $  0.34   $  (0.90)
                                         =======   ========  =======   ========

     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 September 30, 2004 and September 30, 2003.  For
the quarters ended September 30, 2004 and 2003, excluded from the computation of
diluted  earnings  per share were stock  options to purchase  12,000  shares and
1,304,000  shares,  respectively.  Also for the nine months ended  September 30,
2004 and 2003,  excluded from the computation of diluted earnings per share were
stock options to purchase 12,000 shares and 1,304,000 shares, respectively.

                                       9

<PAGE>

NOTE 7 - DISCONTINUED OPERATIONS

     On September 24, 2004, the Company sold its travel trailer  business assets
to  Weekend   Warrior,   a  privately   owned,   California-based   ramp-trailer
manufacturer.  The sale was designed to allow the Company to further concentrate
its efforts and resources on its growing motorhome  business.  The total selling
price of the business was $3.2  million.  The sale included  inventory  totaling
$2.8 million and  equipment  totaling $0.1  million.  Weekend  Warrior paid $0.5
million at closing with the balance to be paid in ten equal monthly payments. In
addition,  a payment of 1% of monthly sales for other assets and trademarks will
be made on a monthly basis over a twelve-month  period ending September 30, 2005
with a minimum  due of  $300,000.  The  Company  also  entered  into a  sublease
agreement,  which  allows  Weekend  Warrior to lease a portion of the  Company's
facilities for up to twelve months.  Net sales from discontinued  operations for
the three and nine months ended  September  30, 2004 were $1.4 million and $14.7
million,  respectively.  For the three and nine months ended  September 30, 2004
the Company recorded a net loss from discontinued operations of $0.7 million and
$1.1 million, respectively. This net loss included a pre-tax gain on the sale of
the discontinued operations of $0.3 million.

NOTE 8 - ASSETS HELD FOR SALE

     On October  5,  2004,  the  Company  closed on the sale of land  located in
Florida.  At September 30, 2004, the Company  recorded this property as an asset
held for sale and recorded an  impairment  loss of $0.3  million  related to the
sale of this property which has been recorded in other operating expenses in the
accompanying consolidated statement of operations.

NOTE 9 - COMMITMENTS AND GUARANTEES

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

     The Company's warranty reserve is established based on its best estimate of
the amounts  necessary to settle future and existing  claims on products sold as
of  the  balance  sheet  date.  The  Company  records  an  estimate  for  future
warranty-related  costs based on recent actual warranty claims. Also, as part of
the warranty reserve 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.

                                       10

<PAGE>

Nine Months Ended September 30, 2004 (in thousands)

                        Beginning                                       Ending
                         Balance       Additions      Deductions        Balance
                        --------       ---------      ---------        --------
Warranty reserve....... $  8,660       $  10,033      $   9,853        $  8,840
                        ========       =========      =========        ========

                                       11

<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;
resumption of losses; seasonality and economic conditions; dependence on certain
dealers and  concentration of dealers in certain regions;  dependence on chassis
suppliers;  potential  liabilities  under  repurchase  agreements;  competition;
government regulation; warranty claims; and product liability. Certain risks and
uncertainties  that could cause actual  results to differ  materially  from that
projected  or  suggested  are  set  forth  in the  Company's  filings  with  the
Securities  and  Exchange  Commission  (the  "SEC")  and  the  Company's  public
announcements,  copies of which are  available  from the SEC or from the Company
upon request.  The Company undertakes no obligation to revise or update publicly
any forward looking statements for any reason.

Overview

     For the third quarter of 2004,  the  Company's  net income from  continuing
operations  increased to $1.1 million compared to a loss of $0.4 million for the
same  quarter last year.  The third  quarter's  earnings per diluted  share from
continuing  operations  were $0.10  compared  to a loss per  diluted  share from
continuing  operations of $0.04 for the third  quarter of 2003.  Net income from
continuing  operations  for the nine months  ended  September  30, 2004 was $4.6
million or $0.45 per diluted share compared to a loss from continuing operations
in the same  period of 2003 of $8.0  million  or $0.82 per  diluted  share.  Net
sales,  from continuing  operations,  for the third quarter of 2004 increased to
$117.5  million from $84.6 million for the third quarter of 2003, an increase of
39%.

     During the third  quarter,  the Company sold its Travel  Trailer  business,
which it recorded as a  discontinued  operation.  The sale was designed to allow
the Company to further  concentrate  its efforts  and  resources  on its growing
motorhome  business.  For the three and nine months ended September 30, 2004 the
Company  recorded a net loss from  discontinued  operations  of $0.7 million and
$1.1 million,  respectively.  The net loss on  discontinued  operations  for the
three and nine months ended  September  30, 2004  included a pre-tax gain on the
sale of the Travel Trailer business of $0.3 million.

     Net income for the third  quarter  of 2004 was $0.4  million,  or $0.03 per
diluted share,  as compared to a net loss of $0.7 million,  or $0.07 per diluted
share in the third quarter of 2003. The Company's  improved  results were driven
by stronger  demand for its products as well as progress  made by the Company in
its gross  margins  compared  to those in the  comparable  periods of 2003.  The
Company's  results for the first three quarters of 2004 have also benefited from
a healthy economy and strong industry demand.

                                       12

<PAGE>

Operating Performance

     Continual  effort to improve the safety of the  workforce  and decrease its
workers' compensation costs resulted in an approximate $1.0 million reduction in
workers'  compensation costs for the third quarter of 2004 compared to the third
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,  the Company  believes that its workers'
compensation  costs should be further reduced by recent state reforms,  although
no assurance can be provided.

     Other factors leading to the improvement in gross profit margin  percentage
from last year's third quarter include higher sales, production levels and price
increases, partially offset by various items including production inefficiencies
and increased  discounting.  Both  National RV and Country Coach have  increased
production during the nine months ended September 30, 2004.

     As new and revitalized  products have come on-line,  the Company has seen a
rise in wholesale  deliveries and an improvement in Class A retail market share,
from 5.9% for the first eight  months of 2003 to 6.7% for the first eight months
of 2004. Both the industry and the Company have  experienced a shift to the more
profitable  diesel versus gas product lines.  Stronger product offerings and the
resulting  increase  in demand have  reduced  the need to  discount  many of the
Company's  products through the first nine months of 2004 though there can be no
assurance  that  future  demand and  competitive  conditions  will not cause the
Company to increase discounts in future periods.

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.

     The 2004 third  quarter  saw the release of the  remaining  2005 model year
offerings.  National  R.V.  expects to  introduce  the  Tradewinds  and Islander
diesel-powered  products at the  industry's  annual  tradeshow in early December
2004.

     Cost containment remains a high priority, specifically in the manufacturing
cost areas, warranty, and workers' compensation.  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 increase 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.

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

                                       13

<PAGE>

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.

     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,  sales are recorded by the Company when the unit is accepted by
the dealer.

                                       14

<PAGE>

     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 September  30, 2004,  the Company had a deferred
tax asset of $9.7  million,  which  includes the tax benefit of  operating  loss
carryforwards of $5.0 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 these costs have declined in 2004 and, the Company  cannot provide
assurance that these costs will continue at these levels,  increase or decrease,
in the near term.  A  significant  change in  California  workers'  compensation
legislation, the cost of claims or the frequency of claims could have a material
adverse impact on the Company's  operating  results for the period or periods in
which such claims or additional costs materialize.

Liquidity and Capital Resources

     The Company's  primary  sources of liquidity are internally  generated cash
from operations and available borrowings under its credit facility. At September
30, 2004,  the Company had working  capital of $57.4  million  compared to $49.7
million at December 31, 2003. This increase of $7.7 million was primarily due to
a $17.2 million  increase in inventory  and a $7.0 million  increase in accounts
receivable, partially offset by an $8.2 million increase in accounts payable and
a $7.2 million book overdraft  increase.  Both the increase in accounts  payable
and the increase in inventory are primarily due to the Company's  purchasing and
production  increases  to meet the market  demand for its  products.  During the
first nine months of 2004,  the  Company  used cash in its  operations  of $11.0
million,  compared to $2.1 million of cash provided by its operations during the
first nine months of 2003.

                                       15

<PAGE>

     Net cash used in investing  activities was $0.9 million for the nine months
ended  September  30,  2004.  This is  primarily  comprised  of $3.4  million in
purchases of property,  plant,  and equipment,  partially  offset by proceeds of
$1.9  million  from the sale of real  property,  and by proceeds of $0.5 million
received as partial payment from the sale of the travel trailer business.

     Net cash  provided by  financing  activities  was $9.9 million for the nine
months ended September 30, 2004, which was primarily explained by an increase in
book  overdraft of $7.2  million and  advances  under the line of credit of $2.2
million.

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

     The Company has funded its financial needs primarily through operations and
its existing  line of credit.  At September  30, 2004,  the Company had cash and
cash  equivalents of $11,000  (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 $57.4  million,  and $12.5
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  September  30,  2004,  the  Company had
outstanding  advances  under the  line-of-credit  totaling  $2.2 million and the
Company was not in default with any covenants of its loan agreement with UPSC.

     In August  2004,  the Company  entered  into an agreement to acquire for $3
million  approximately  73 acres of land  adjacent  to its Country  Coach,  Inc.
facility in Junction  City,  Oregon.  The closing of the  purchase is subject to
customary closing conditions and is expected to occur in early 2005. The Company
believes the  combination  of internally  generated  funds and unused  borrowing
availability will be sufficient to meet this obligation.

     Management is focused on continuing to improve  liquidity  through  certain
initiatives  throughout 2004 including:  i) a reduction of  manufacturing  costs
resulting from the continued  implementation of lean manufacturing concepts, ii)
further   reduction  of  warranty  costs,  and  iii)  a  reduction  of  workers'
compensation costs.

                                       16

<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 requirements  through a combination of
sales of equity securities,  sales of excess properties,  and/or additional debt
financings.  If circumstances  changed,  and additional  capital was needed,  no
assurance can be given that the Company would be able to obtain such  additional
capital resources.

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

Results of Operations

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


                                                   Percentage of Net Sales
                                       Three Months Ended     Nine Months Ended
                                          September 30,          September 30,
                                         2004       2003       2004       2003
                                         ----       ----       ----       ----
Net sales.............................  100.0%     100.0%     100.0%     100.0%
Cost of goods sold....................   92.5       95.4       92.2       99.4
    Gross profit......................    7.5        4.6        7.8        0.6
Selling expenses......................    3.0        3.4        2.9        3.8
General and administrative expenses...    2.6        1.8        2.6        2.4
Other expense.........................    0.3        0.0        0.1        0.0
                                        -----      -----      -----      -----
    Operating income (loss)...........    1.6       (0.6)       2.2       (5.6)
Interest expense......................    0.0        0.1        0.0        0.1
Other income..........................   (0.0)      (0.0)      (0.0)      (0.0)
                                        -----      -----      -----      -----
   Income (loss) from continuing
   operations before income taxes.....    1.6       (0.7)       2.2       (5.7)
Provision (benefit) for income taxes..    0.7       (0.3)       0.9       (2.1)
Income (loss) from continuing
operations............................    0.9%      (0.4)%      1.3%      (3.6)%
                                        -----      -----      -----      -----

Loss from discontinued operations.....    1.3        0.6        0.6        0.6
Gain from sale of discontinued
operations............................   (0.3)      (0.0)      (0.1)      (0.0)
Benefit for income taxes..............   (0.4)      (0.2)      (0.2)      (0.2)
                                        -----      -----      -----      -----
Net loss from discontinued operations.   (0.6)      (0.4)      (0.3)      (0.4)
                                        -----      -----      -----      -----
  Net income (loss)...................    0.3%      (0.8)%      1.0%      (4.0)%
                                        =====      =====      =====      =====

                                       17

<PAGE>

     Comparison  of  Continuing  Operations  for the Three and Nine Months Ended
September  30,  2004 to the Three and Nine  Months  Ended  September  30,  2003:
(Amounts in tables are in thousands, except percentages)

Net sales
                                      Three Months Ended    Nine Months Ended
                                         September 30,        September 30,
                                       Percent Change       Percent Change
                                   2004           2003      2004          2003
                                   ----           ----      ----          ----
Net sales....................   $117,457  38.8% $84,640  $340,977 54.3% $220,979
as a percent of net sales....     100.0%         100.0%    100.0%         100.0%

     Net sales of $117.5  million  for the  quarter  ended  September  30,  2004
represent an increase of $32.8 million or 38.8% from the same quarter last year.
Third quarter  wholesale  unit shipments of diesel  motorhomes  were 330, up 11%
from 297 units  during the same period  last year.  Quarterly  shipments  of gas
motorhomes were 494, up 54% from 321 units during the same period last year.

     Net sales of $341.0  million for the nine months ended  September  30, 2004
represent an increase of $120.0 million or 54.3% from the same period last year.
Wholesale unit shipments of diesel  motorhomes were 1,066, up 42% from 752 units
during the same period last year.  Wholesale  unit  shipments of gas  motorhomes
were 1,362, up 44% from 946 units during the same period last year.

     Revenues  in the quarter for  National RV were $61.8  million,  up 47% from
$42.0  million for the third  quarter of last year.  Revenues in the quarter for
Country  Coach  were $55.7  million,  up 31% from  $42.6  million  for the third
quarter of last year. Revenues during the first nine months for National RV were
$181.4 million, up 41% from $128.6 million during the first nine months of 2003.
Revenues during the first nine months for Country Coach were $159.6 million,  up
73% from $92.4 million during the first nine months of 2003. The increase in net
sales is mainly  attributable  to strong sales of National RV's Tropi-Cal  which
was introduced in the first quarter of 2003 and of Country Coach's Inspire which
was introduced in the second quarter of 2003, as well as an overall  increase in
the demand for the Company's other  products.  The Company also benefited from a
healthy economy and strong industry demand.

Gross profit margin
                                      Three Months Ended    Nine Months Ended
                                         September 30,        September 30,
                                       Percent Change       Percent Change
                                   2004           2003    2004           2003
                                   ----           ----    ----           ----
Gross profit margin.........       7.5%   63.0%   4.6%    7.8%  100.0%   0.6%

     The gross profit  margin for the third quarter of 2004 was 7.5% compared to
a 4.6% gross margin for the same period last year.  For the first nine months of
2004,  the gross profit  margin was 7.8%  compared to a 0.6% gross profit margin
for the same period  last year.  The primary  factors  that led to the  improved
gross  margins were higher  production  levels,  product  price  increases,  and
reduced workers'  compensation costs, with the third quarter gross profit margin
also being partially offset by various items including production inefficiencies
and increased discounting.

                                       18

<PAGE>

Selling expenses
                                      Three Months Ended    Nine Months Ended
                                         September 30,        September 30,
                                       Percent Change       Percent Change
                                   2004           2003    2004           2003
                                   ----           ----    ----           ----
Selling expenses.............     $3,512  23.4% $2,845   $9,898 19.5%   $8,285
as a percent of net sales....       3.0%          3.4%     2.9%           3.8%

     Selling expenses increased $0.7 million or 23.4% for the three months ended
September 30, 2004 over the same period last year. Selling expenses for the nine
months ended  September 30, 2004  increased  $1.6 million or 19.5% over the same
period  last  year.   Sales  costs  increased  mainly  due  to  increased  sales
commissions  resulting from higher sales. However, as a percentage of net sales,
selling  expenses  decreased  due to higher sales over which to spread the fixed
selling expenses.

General and administrative expenses
                                      Three Months Ended    Nine Months Ended
                                         September 30,        September 30,
                                       Percent Change       Percent Change
                                   2004           2003    2004           2003
                                   ----           ----    ----           ----
General and administrative
 expenses.....................   $3,063   98.5% $1,543   $8,643 59.8%   $5,407
as a percent of net sales.....     2.6%           1.8%     2.6%           2.4%

     General and  administrative  expenses totaling $3.1 million for the quarter
ended  September 30, 2004 were up $1.5 million,  or 98.5%,  compared to the same
period last year. For the first nine months of 2004,  general and administrative
expenses were $8.6 million,  representing an increase of $3.2 million, or 59.8%,
compared  to  the  same  period   last  year.   The   increase  in  general  and
administrative  expenses is due to increased expenses related to compliance with
the Sarbanes-Oxley Act, increased  personnel expenses,  a new employee incentive
program, and increased training (principally safety) expenses.

                                       19

<PAGE>

Other expense
                                      Three Months Ended    Nine Months Ended
                                         September 30,        September 30,
                                       Percent Change       Percent Change
                                  2004            2003    2004            2003
                                  ----            ----    ----            ----
Other expense...............      $374   100.0%    -      $374  100.0%     -
as a percent of net sales...      0.3%            0.0%    0.1%            0.0%

     Other expense for the three months and nine months ended September 30, 2004
was primarily the impairment charge on the real property in Florida.

Interest expense
                                      Three Months Ended    Nine Months Ended
                                         September 30,        September 30,
                                       Percent Change       Percent Change
                                   2004           2003    2004           2003
                                   ----           ----    ----           ----
Interest expense............       $52 (38.8)%    $85     $130 (57.9)%   $309
as a percent of net sales...       0.0%           0.1%     0.0%           0.1%

     Interest expense for the three months ended September 30, 2004 and 2003 was
$0.05  million  and $0.09  million,  respectively.  For the first nine months of
2004,  interest  expense was $0.1 million  compared to $0.3 million for the same
period last year.  The reduction in interest  expense is  attributable  to lower
borrowing on the line of credit when  comparing the third quarter of 2004 to the
same period last year. As a percentage of net sales,  interest expense for these
periods was immaterial.

Other income
                                      Three Months Ended    Nine Months Ended
                                         September 30,        September 30,
                                       Percent Change       Percent Change
                                   2004           2003    2004           2003
                                   ----           ----    ----           ----
Other income................      $(25) 100.0%    $(2)   $(72) 100.0%    $(6)
as a percent of net sales...      (0.0)%         (0.0)%  (0.0)%         (0.0)%


     The  components  of other  income  during the three  months and nine months
ended September 30, 2004 are immaterial. The other income during the same period
in 2003 was immaterial.

Provision (benefit) for income taxes
                                      Three Months Ended    Nine Months Ended
                                         September 30,        September 30,
                                       Percent Change       Percent Change
                                  2004            2003    2004            2003
                                  ----            ----    ----            ----
Provision (benefit) for
 income taxes..............       $758    N/A    $(217) $2,985   N/A   $(4,723)
as a percent of net sales..       0.7%            (0.3)%  0.9%            (2.1)%

     The effective  tax rate for the three and nine months ending  September 30,
2004 was 41.9% and 39.3%  respectively,  compared to 37.0% for the same  periods
last year.  The increase in the effective tax rate for the three and nine months
ending  September 30, 2004 was the result of a higher Federal tax rate,  related
to projected  increases in annual pre-tax profit,  and increased state tax rates
and obligations.

                                       20

<PAGE>

Net loss from discontinued operations
                                      Three Months Ended    Nine Months Ended
                                         September 30,        September 30,
                                       Percent Change       Percent Change
                                   2004           2003    2004           2003
                                   ----           ----    ----           ----
Net loss from discontinued
operations....................   $(695)   N/A    $(317) $(1,105) N/A    $(774)
as a percent of net sales.....    (0.6)%          (0.4)%   (0.3)%        (0.4)%

     On September 24, 2004, the Company sold its Travel Trailer  business assets
to  Weekend   Warrior,   a  privately   owned,   California-based   ramp-trailer
manufacturer.  The net loss from  discontinued  operations  for the three months
ended September 30, 2004 was $0.7 million compared to a net loss of $0.3 million
for the same period last year. The net loss for the nine months ended  September
30, 2004 was $1.1  million  compared to a net loss of $0.8  million for the same
period last year. The net loss on discontinued operations for the three and nine
month  ended  September  30,  2004  included a pre-tax  gain on the sale of $0.3
million.

                                       21

<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.



                                       22


<PAGE>

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

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

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

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

     Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, the Company will
be required, beginning with its fiscal year ending December 31, 2004, to include
in  its  annual  report  management's  assessment  of the  effectiveness  of the
Company's internal controls over financial  reporting and the Company's  audited
financial  statements as of the end of its prior fiscal year.  Furthermore,  the
Company's independent registered public accountants, PricewaterhouseCoopers LLP,
will be required to express an opinion on management's assessment and an opinion
on the effectiveness of the Company's internal controls over financial reporting
based on its audit.  The Company has not yet completed the  documentation of its
internal  controls nor its assessment of the  effectiveness of internal controls
over financial  reporting for purposes of the  Sarbanes-Oxley  Act of 2002. As a
result,  PricewaterhouseCoopers  LLP has advised the Company that it has serious
concerns  that the Company  may not be in a position  to complete  its work on a
timely basis.  The Company  continues  to diligently and  vigorously  review its
internal  controls over financial  reporting in order to ensure  compliance with
the  Section  404  requirements,  however,  due to the number of  controls to be
examined, the complexity of the project, as well as the subjectivity involved in
determining  effectiveness  of controls,  the Company  cannot be certain that it
will complete its Section 404 compliance  work on a timely basis or, if it does,
that all of the Company's  internal  controls will be considered  effective.  In
addition, the guidelines for the evaluation and attestation of internal controls
systems have only recently been  formalized,  and the evaluation and attestation
processes  are new and untested.  Therefore,  the Company can give no assurances
that its systems will satisfy the new regulatory requirements.

                                       23

<PAGE>

If the  Company  fails to timely  complete  its  Section  404  compliance  work,
including this assessment,  or if the Company's  independent  public  accounting
firm cannot  timely  attest to the  Company's  assessment,  the Company could be
subject to regulatory  sanctions and a loss of public confidence in its internal
controls.  Also, any failure to implement required new or improved controls,  or
difficulties  encountered  in their  implementation,  could  harm the  Company's
operating  results or commercial  relationships  or cause the Company to fail to
timely meet its regulatory  reporting  obligations.  Any of these failures could
have a negative effect on the trading price of the Company's stock.

                                       24

<PAGE>

NATIONAL R.V. HOLDINGS, INC.

PART II - OTHER INFORMATION

ITEM 5. OTHER INFORMATION

     On  September  24, 2004 the Company  modified its Loan  Agreement  with UPS
Capital Corporation to amend one of the financial covenants.

ITEM 6. EXHIBITS

        Exhibits

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

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

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

     10.1 Loan  Modification  Agreement  No. 2 dated as of  September  24,  2004
          between UPS Capital Corporation and the Company.

                                       25

<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: November 12, 2004                         By /s/ JOSEPH W. HANSEN, Esq.
                                                -----------------------------
                                                Joseph W. Hansen
                                                Chief Financial Officer
                                                (Principal Accounting and
                                                 Financial Officer)


                                       26