<PAGE>
                       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, 2001

                                       OR

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

       For the transition period from _______________ to ________________

                        COMMISSION FILE NUMBER 333-43335

                                  AIRXCEL, INC.
             (Exact name of Registrant as specified in its charter)

                               Delaware 48-1071795
                (State or other jurisdiction of (I.R.S. Employer
              incorporation or organization) Identification Number)

                 3050 North Saint Francis, Wichita, Kansas 67219
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (316) 832-3400
              (Registrant's telephone number, including area code)

                                 Not applicable
              (Former name, former address and former fiscal year,
                          if changed, since last year)

         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 XX NO

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

              1,000 shares of Common Stock as of September 30, 2001



                                        1
<PAGE>
                         PART 1 - FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS

                                  AIRXCEL, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                          September 30, 2001           December 31, 2000
                                                                              -----------                 -----------
                                                                              (Unaudited)                   (Note 1)
<S>                                                                       <C>                          <C>
ASSETS
Current Assets:
   Cash and cash equivalents                                                  $       190                 $       172
   Accounts receivable, net                                                        16,633                      14,728
   Inventories                                                                     21,149                      26,524
   Other current assets                                                             2,132                       3,703
                                                                              -----------                 -----------
       Total current assets                                                        40,104                      45,127
                                                                              -----------                 -----------
Property, plant and equipment, net                                                 17,557                      17,980
Loan financing costs, net                                                           2,497                       2,805
Non-compete agreements, net                                                            --                          76
Other identifiable intangible assets, net                                          27,046                      28,455
Goodwill, net                                                                      22,031                      22,517
                                                                              -----------                 -----------
       Total assets                                                           $   109,235                 $   116,960
                                                                              ===========                 ===========

LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIENCY)
Current Liabilities:
   Current portion of long-term debt                                          $       147                 $       142
   Cash overdraft                                                                   1,858                         402
   Accounts payable                                                                 7,526                       9,926
   Accrued interest                                                                 1,944                       1,405
   Accrued expenses and other current liabilities                                   8,158                      14,698
                                                                              -----------                 -----------
       Total current liabilities                                                   19,633                      26,573
                                                                              -----------                 -----------
Long-term debt, net of current maturities                                         101,283                     107,196
Deferred income taxes                                                               3,710                       1,791

Minority interest                                                                     403                         509
Commitments and contingencies                                                          --                          --

Stockholder's equity (deficiency):
   Common Stock                                                                         1                           1
   Additional paid-in capital                                                      26,946                      26,946
   Accumulated deficit                                                            (42,741)                    (46,056)
                                                                              -----------                 -----------
       Total stockholder's equity (deficiency)                                    (15,794)                    (19,109)
                                                                              -----------                 -----------
       Total liabilities and stockholder's equity (deficiency)                $   109,235                 $   116,960
                                                                              ===========                 ===========
</TABLE>

         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.

                                        2
<PAGE>
                                  AIRXCEL, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                Three Months Ended                Nine Months Ended
                                                                   September 30,                     September 30,
                                                           ---------------------------        ---------------------------
                                                              2001             2000             2001              2000
                                                           ---------         ---------        ---------         ---------
<S>                                                        <C>               <C>              <C>               <C>
Net sales                                                  $  37,401         $  42,557        $ 117,278         $ 138,934
Cost of sales                                                 30,723            34,743           93,974           111,307
                                                           ---------         ---------        ---------         ---------
   Gross profit                                                6,678             7,814           23,304            27,627
Selling, general and administrative expense                    4,290             4,561           14,087            14,809
Accrued litigation (income) expense                               --               150           (5,049)              400
                                                           ---------         ---------        ---------         ---------
   Income from operations                                      2,388             3,103           14,266            12,418
Interest expense, net                                          2,858             2,954            8,757             8,923
Minority interest                                                (37)               --             (105)               --
Other (income) expense, net                                       (3)               11               35                45
                                                           ---------         ---------        ---------         ---------

   Income (loss) before income tax expense
     and extraordinary item                                     (430)              138            5,579             3,450
Income tax expense (benefit)                                    (115)              101            2,264             1,453
                                                           ---------         ---------        ---------         ---------

   Income (loss) before extraordinary item                      (315)               37            3,315             1,997

Extraordinary loss on early extinguishment of debt,
   less applicable income tax benefit of $299                     --                --               --               489
                                                           ---------         ---------        ---------         ---------

     Net income (loss)                                     $    (315)        $      37        $   3,315         $   1,508
                                                           =========         =========        =========         =========
</TABLE>



         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.

                                        3
<PAGE>
                                  AIRXCEL, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)
                                NINE MONTHS ENDED

<TABLE>
<CAPTION>
                                                                     September 30, 2001           September 30, 2000
                                                                         -----------                 -----------
<S>                                                                  <C>                          <C>
Cash flows from operating activities:
   Net income                                                            $     3,315                 $     1,508
   Adjustments to reconcile net income to net cash
       provided by operating activities:
       Depreciation and amortization                                           3,997                       4,387
       Amortization of financing costs                                           324                         404
       Deferred income taxes                                                   1,919                          --
       Provision for bad debt                                                     43                         285
       Gain (loss) on sale of assets                                             (27)                         26
       Minority interest in earnings of subsidiaries                            (105)                         --
       Extraordinary loss on early extinguishment of debt                         --                         489
       Changes in assets and liabilities:
         Accounts receivable                                                  (1,652)                     (2,540)
         Inventories                                                           5,375                      (1,432)
         Other assets                                                          1,271                        (214)
         Accounts payable                                                     (2,407)                      2,320
         Accrued expenses and other liabilities                               (6,002)                      1,407
                                                                         -----------                 -----------
           Net cash provided by operating activities                           6,051                       6,640
                                                                         -----------                 -----------

Cash flows from investing activities:

   Proceeds from sale of assets                                                  100                           3
   Capital expenditures                                                       (1,634)                     (2,420)
   Acquisition of patent                                                          (6)                         --
   Acquisition of license agreement                                               --                        (400)
                                                                         -----------                 -----------
           Net cash used in investing activities                              (1,540)                     (2,817)
                                                                         -----------                 -----------

Cash flows from financing activities:

   Proceeds from long-term debt                                              107,838                     151,404
   Principal payments on long-term debt                                     (113,754)                   (154,797)
   Financing costs incurred                                                      (16)                       (306)
   Cash overdraft                                                              1,439                       1,042
                                                                         -----------                 -----------
           Net cash used in financing activities                              (4,493)                     (2,657)
                                                                         -----------                 -----------

           Net increase in cash and cash equivalents                              18                       1,166
  Cash and cash equivalents, beginning of period                                 172                         125
                                                                         -----------                 -----------
  Cash and cash equivalents, end of period                               $       190                 $     1,291
                                                                         ===========                 ===========
</TABLE>



         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.

                                        4
<PAGE>
                                  AIRXCEL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        (IN THOUSANDS, EXCEPT SHARE DATA)

1.   BASIS OF PRESENTATION:

     The accompanying interim consolidated financial statements have not been
audited but reflect normal recurring adjustments which, in the opinion of
management, are necessary for a fair presentation of the Company's financial
position and results of operations and cash flows for the interim periods
presented. The year-end condensed balance sheet data was derived from audited
financial statements, but does not include all disclosures required by generally
accepted accounting principles. These interim financial statements should be
read in conjunction with the audited consolidated financial statements and the
notes therein for the fiscal year ended December 31, 2000 included in the
Company's Form 10-K filed with the Securities and Exchange Commission on March
7, 2001. The results of operations for any interim period are not necessarily
indicative of results for the full year or for any quarter.

2.   ORGANIZATION AND BUSINESS:

     Airxcel, Inc. (the "Company") is a wholly-owned subsidiary of Airxcel
Holdings Corporation (Holdings); formerly known as RV Holdings Corporation. The
Company is a diversified designer, manufacturer and marketer of air
conditioners, furnaces, water heaters, cooking appliances and low- voltage
compressor refrigerators for the recreation vehicle industry, and wall mount air
conditioners, ECUs and heat pumps for the heating, ventilating and air
conditioning industry in the United States, Canada and certain international
markets. The recreation vehicle industry is supplied by its RV Products
division, Suburban Manufacturing Company and Insta Freeze while the heating,
ventilating and air conditioning industry is supplied by the Marvair division,
formerly Crispaire division. Due to the similarities of the economic
characteristics, production processes, customers, distribution methods and
regulatory environment of the company's products, the Company is managed,
operated and reported as one segment.

3.     RECLASSIFICATIONS

     The Company has made certain reclassifications to the condensed
consolidated statements of operations for the three months and the nine months
ended September 30, 2000 to conform to the current year presentation.

4.   LONG-LIVED ASSETS:

   At year end, the company assesses long-lived assets, including intangibles
for impairment by comparing the carrying value to future undiscounted future
cash flows. To the extent that there is impairment, analysis is performed based
on several criteria including revenue trends and other operating factors to
determine the impairment amount. In addition, a determination is made by
management to ascertain whether goodwill has been impaired. If the review
indicates that goodwill is not recoverable, the company would recognize an
impairment loss.

                                        5
<PAGE>
5.   INVENTORIES:

     Inventories consist of the following:

<TABLE>
<CAPTION>
                                                           September 30, 2001                December 31, 2000
                                                           ------------------                -----------------
<S>                                                        <C>                               <C>
           Raw Materials                                        $      9,217                     $      12,323
           Work-in-process                                             2,707                             2,343
           Finished goods                                              9,225                            11,858
                                                                -------------                    -------------
                                                                $      21,149                    $      26,524
                                                                =============                    =============
</TABLE>

6.   DEBT:

   The Company maintains a Credit Facility with a Bank which permits borrowings
at interest rates based on either the bank's base rate or LIBOR. The total
commitment under the credit facility is $31,000. Under the Credit Facility the
Company is required to maintain compliance with a fixed charge coverage ratio
and maintain a minimum effective capital balance. The credit facility is
collateralized by accounts receivable, equipment, general intangibles,
inventory, and investment property.

7.   INCOME TAXES:

     Total taxes differ from the statutory rate due primarily to nondeductible
goodwill amortization and state income taxes.

8.   CONTINGENCIES:

   On July 9, 1999 the Company entered into a letter of credit totaling $1,250
which obligates the Company to make payment in the event of a default on a
contract with a customer. On September 19, 2000 the letter of credit was amended
which reduced the obligation to $100. Management does not expect any material
losses to result from this off-balance sheet instrument because performance is
not expected to be required.

9.   LITIGATION:

   On April 15, 1999, the jury in a case involving patent, trademark and trade
dress infringement, Bard Manufacturing Company et al. v. Crispaire Corporation,
No. 3:95-CV-7103 (N.D. Ohio 1998) awarded damages against Crispaire for patent
infringement in an amount of $9,000. An appeal was filed from the judgement and
has been pending. The matter has now been settled and all related legal
proceedings have been dismissed. Although the terms of the settlement are
confidential, previous accruals exceed any payments made, and there will be no
additional charges or accruals as a result of the settlement. The settlement
does not require any change in the product offerings of the Company.

   The Company is a party to various other litigation matters incidental to the
conduct of its business. Management does not believe that the outcome of any of
the matters in which it is currently involved will have a material adverse
effect on the financial position, results of operations or liquidity of the
Company.

                                        6
<PAGE>
10.    RESTRUCTURING CHARGE:

   In November 2000, the board of directors of the Company approved a
restructuring plan designed to reduce costs and improve operating efficiencies.
The plan involved the consolidation of two manufacturing facilities and the
discontinuance of a product line. A restructuring charge relating to severance
and employee benefit costs and costs relating to the closure of the facility was
recorded at that time. At June 30, 2001, the restructure was complete and no
restructuring charges remained in accrued liabilities.

11.    RELATED PARTY TRANSACTIONS:

   On March 5, 2001 the Company sold the inventory at carrying value and the
assets associated with a discontinued product line (Note 10) to a related party.
The purchase price of $300 was paid by a reduction in the principal amount of
the PIK Notes held by the related party.

12.  NEW ACCOUNTING PRONOUNCEMENTS

   In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations". SFAS No. 141 addresses the accounting and reporting for business
combinations and requires that all business combinations be accounted for using
one method, the purchase method. SFAS No. 141 is effective for all business
combinations initiated after June 30, 2001, and contains certain transition
provisions, effective for the Company beginning January 1, 2002, that apply to
purchase method business combinations for which the acquisition date was before
July 1, 2001. The Company is currently evaluating the full impact that adopting
SFAS No. 141 will have on its consolidated financial position and results of
operations.

   In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets". SFAS No. 142 addresses the financial accounting and reporting for
goodwill and other intangible assets acquired in a business combination after
they have been initially recognized in the financial statements, eliminates
amortization of goodwill, and requires that goodwill be tested for impairment at
least annually. SFAS No. 142 is effective for the Company beginning January 1,
2002. The Company has not assessed the impact of any impairment testing required
by SFAS No. 142 and is currently evaluating the full impact that adopting SFAS
No. 142 will have on its future consolidated financial position, results of
operations or cash flows.

   In August 2001, the FASB issued SFAS No. 143 "Accounting for Asset Retirement
Obligations". SFAS No. 143 addresses the recognition and remeasurement of
obligations associated with the retirement of a tangible long-lived asset. SFAS
No. 143 is effective for fiscal years beginning after June 15, 2002. SFAS No.
143 will become effective for the Company in fiscal 2003. Adoption of SFAS No.
143 is not expected to have a material impact on the Company's consolidated
financial position, results of operations or cash flows.

   In October 2001, the FASB issued SFAS No. 144 "Accounting for the Impairment
or Disposal of Long-Lived Assets". SFAS No. 144 applies to all long-lived assets
(excluding goodwill) and discontinued operations and it develops one accounting
model for long-lived assets that are to be disposed of by sale. SFAS No. 144 is
effective for fiscal years beginning after December 15, 2001. SFAS No. 144 will
become effective for the Company January 1, 2002. The Company is currently
reviewing SFAS No. 144 to determine its impact, if any, on the Company's future
consolidated financial position, results of operations or cash flows.

                                       7
<PAGE>
      ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

   Net sales. Net sales decreased 12.2% from $42.6 million to $37.4 million in
the quarter ended September 30, 2001 as compared to the corresponding quarter of
2000. For the nine months ended September 30, 2001 net sales decreased 15.6%
from $138.9 million to $117.3 million in the same nine months of 2000. For the
quarter and nine months ended September 30, 2001 net sales decreased in
comparison to the same period of 2000 which the company believes is a result of
the adverse macroeconomic environment.

   Gross Profit. Gross profit decreased 14.1% from $7.8 million (18% of net
sales) to $6.7 million (18% of net sales) in the quarter ended September 30,
2001 as compared to the corresponding quarter of 2000. For the nine months ended
September 30, 2001 gross profit decreased 15.6% from $27.6 million (20% of net
sales) to $23.3 million (20% of net sales) in the same nine months of 2000. The
decrease was principally due to the decreased sales volume.

   Selling, general and administrative expense (including amortization of
intangible assets and computer software). Selling, general and administrative
expense decreased 6.5% from $4.6 million (11% of net sales) to $4.3 million (11%
of net sales) in the quarter ended September 30, 2001 as compared to the
corresponding quarter of 2000. For the nine months ended September 30, 2001
selling, general and administrative expense decreased 4.7% from $14.8 million
(11% of net sales) to $14.1 million (12% of net sales) in the same nine months
of 2000. The decrease was primarily due to cost reductions in response to the
decline in net sales.

   Accrued litigation expense. Accrued litigation expense decreased as a result
of the settlement of the litigation described in Note 9 of the notes to the
condensed consolidated financial statements.

   Interest expense. Interest expense decreased from $3.0 million to $2.9
million in the quarter ended September 30, 2001 as compared to the corresponding
quarter of 2000 and decreased from $8.9 million to $8.8 million in the nine
months ended September 30, 2001. Interest expense decreased during the nine
months ended September 30, 2001 primarily due to reductions in average long-term
borrowings outstanding.

LIQUIDITY AND CAPITAL RESOURCES

   For the nine (9) months ended September 30, 2001, the Company generated $6.1
million in net cash flow from operating activities compared to $6.6 million for
the comparable period in 2000, primarily as a result of increased income
combined with decreased inventories offset by decreased accounts payable and
accrued expenses and other liabilities. Capital expenditures totaled $1.6
million for the nine months ended September 30, 2001, compared to $2.4 million
for the same period in 2000.

   Covenants under the Company's credit facility with the bank restrict the
ability, subject to certain exceptions, to dispose of assets, incur additional
indebtedness, guarantee obligations, prepay other indebtedness or amend other
debt instruments, make distributions or pay dividends, redeem or repurchase
capital stock, create liens on assets, make acquisitions, engage in mergers or
consolidations, and change the business conducted by the Company. In addition,
the Company is

                                       8
<PAGE>
required to maintain compliance with a fixed charge coverage ratio and maintain
a minimum effective capital balance.

   The Company meets its working capital, capital equipment requirements and
cash requirements with funds generated internally and funds from agreements with
a bank. Management currently expects its cash on hand, funds from operations and
borrowings available under existing credit facilities to be sufficient to cover
both short-term and long-term operating requirements.

NEW ACCOUNTING PRONOUNCEMENTS

   In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations". SFAS No. 141 addresses the accounting and reporting for business
combinations and requires that all business combinations be accounted for using
one method, the purchase method. SFAS No. 141 is effective for all business
combinations initiated after June 30, 2001, and contains certain transition
provisions, effective for the Company beginning January 1, 2002, that apply to
purchase method business combinations for which the acquisition date was before
July 1, 2001. The Company is currently evaluating the full impact that adopting
SFAS No. 141 will have on its consolidated financial position and results of
operations.

   In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets". SFAS No. 142 addresses the financial accounting and reporting for
goodwill and other intangible assets acquired in a business combination after
they have been initially recognized in the financial statements, eliminates
amortization of goodwill, and requires that goodwill be tested for impairment at
least annually. SFAS No. 142 is effective for the Company beginning January 1,
2002. The Company has not assessed the impact of any impairment testing required
by SFAS No. 142 and is currently evaluating the full impact that adopting SFAS
No. 142 will have on its future consolidated financial position, results of
operations or cash flows.

   In August 2001, the FASB issued SFAS No. 143 "Accounting for Asset Retirement
Obligations". SFAS No. 143 addresses the recognition and remeasurement of
obligations associated with the retirement of a tangible long-lived asset. SFAS
No. 143 is effective for fiscal years beginning after June 15, 2002. SFAS No.
143 will become effective for the Company in fiscal 2003. Adoption of SFAS No.
143 is not expected to have a material impact on the Company's consolidated
financial position, results of operations or cash flows.

   In October 2001, the FASB issued SFAS No. 144 "Accounting for the Impairment
or Disposal of Long-Lived Assets". SFAS No. 144 applies to all long-lived assets
(excluding goodwill) and discontinued operations and it develops one accounting
model for long-lived assets that are to be disposed of by sale. SFAS No. 144 is
effective for fiscal years beginning after December 15, 2001. SFAS No. 144 will
become effective for the Company January 1, 2002. The Company is currently
reviewing SFAS No. 144 to determine its impact, if any, on the Company's future
consolidated financial position, results of operations or cash flows.

CERTAIN IMPORTANT FACTORS

   Except for the historical information contained herein, this Form 10-Q
contains forward-looking statements, and any statements contained in this Form
10-Q that are not statements of historical fact are deemed to be forward-looking
statements. Without limiting the foregoing, words such as "may", "will",
"expect", "believe", "anticipate", "estimate", or "continue", the negative or
other variations

                                       9
<PAGE>
thereof, or comparable terminology, are intended forward-looking statements.
These statements by their nature involve substantial risks and uncertainties,
and actual results may differ materially depending on a variety of factors,
including possible changes in economic conditions, prevailing interest rates or
gasoline prices, or the occurrence of unusually severe weather conditions, that
can affect both the purchase and usage of recreational vehicles, which, in turn,
affects purchases by consumers of the products that the Company sells.

                                       10
<PAGE>
      ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   Market risk on variable rate financial instruments: The Company maintains a
$31 million credit facility which permits borrowings at interest rates based on
either the bank's base rate or LIBOR. Increases in market interest rates would
cause interest expense to increase and earnings before income taxes to decrease.
The change in interest expense and earnings before income taxes would be
dependent upon the weighted average outstanding borrowings during the reporting
period following an increase in market interest rates. Based on the Company's
current outstanding borrowings under the credit facility at an average interest
rate of 7.67% per annum, a 1% increase in market interest rates would increase
interest expense and decrease earnings before income taxes by approximately
$110,000 annually.

   Market risk on fixed-rate financial instruments: Included in long-term debt
are $90 million of 11% Senior Subordinated Notes due 2007. Increases in market
interest rates would generally cause a decrease in the fair market value of the
Notes and a decrease in market interest rates would generally cause an increase
in fair value of the Notes.

                                       11
<PAGE>
                           PART 2 - OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

   On April 15, 1999, the jury in a case involving patent, trademark and trade
dress infringement, Bard Manufacturing Company et al. v. Crispaire Corporation,
No. 3:95-CV-7103 (N.D. Ohio 1998) awarded damages against Crispaire for patent
infringement in an amount of $9,000,000. An appeal was filed from the judgement
and has been pending. The matter has now been settled and all related legal
proceedings have been dismissed. Although the terms of the settlement are
confidential, previous accruals exceed any payments made, and there will be no
additional charges or accruals as a result of the settlement. The settlement
does not require any change in the product offerings of the Company.

   The Company is a party to various other litigation matters incidental to the
conduct of its business. Management does not believe that the outcome of any of
the matters in which it is currently involved will have a material adverse
effect on the financial position, results of operations or liquidity of the
Company.

ITEM 2.    CHANGES IN SECURITIES

       N/A

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

       N/A

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

       N/A

ITEM 5.    OTHER INFORMATION

       N/A

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

       a.  Exhibits
              None

       b.  Reports on Form 8-K
              None

                                       12
<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.

                                      Airxcel, Inc.

                                      /S/  MELVIN L. ADAMS
-------------------------------            ---------------------------------
         Date                              Melvin L. Adams
                                           President and Chief Executive Officer

                                      /S/  RICHARD L. SCHRECK
-------------------------------            ---------------------------------
         Date                              Richard L. Schreck
                                           Secretary/Treasurer and
                                           Chief Financial Officer


                                       13