UNITED STATES
                       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 October 1, 2000
                                                ---------------

[ ]      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 0-16319

                        LUND INTERNATIONAL HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

        Delaware                                                 41-1568618
(State or other jurisdiction                                  (I.R.S. Employer
     of organization)                                        Identification No.)

                       3700 CRESTWOOD PARKWAY, SUITE 1000
                              DULUTH, GEORGIA 30096

Registrant's telephone number, including area code:  (770) 688-2050
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

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

Yes [X]                 No [ ]

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

As of November 3, 2000, 9,367,779 shares of the registrant's common stock, $.10
par value were issued and outstanding.


<PAGE>


                        LUND INTERNATIONAL HOLDINGS, INC.

                          QUARTERLY REPORT ON FORM 10-Q

                                      INDEX



                                                                           Page
                                                                          Number
                                                                          ------

PART I.      FINANCIAL INFORMATION

Item 1.      Financial Statements

             Condensed Consolidated Balance Sheets                         1-2
             October 1, 2000 (Unaudited) and December
             31, 1999

             Consolidated Statements of Operations                           3
             (Unaudited)Three Months Ended October 1, 2000
             and September 30, 1999

             Consolidated Statements of Operations (Unaudited)               4
             Nine Months Ended October 1, 2000 and September 30, 1999

             Consolidated Statements of Cash Flows (Unaudited)               5
             Nine Months Ended October 1, 2000 and September 30, 1999

             Notes to Condensed Consolidated Financial Statements         6-10
             (Unaudited)

             Report of Independent Accountants                              11

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

PART II.     OTHER INFORMATION

Item 1.      Legal Proceedings                                              22

Item 5.      Other Information                                              22

Item 6.      Exhibits and Reports on Form 8-K                               22

             Signatures                                                     23


             Exhibits                                                    24-25


<PAGE>






PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                        LUND INTERNATIONAL HOLDINGS, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (in thousands)

                                 October 1,       December 31,
                                    2000             1999
                                  --------         --------
                                (unaudited)
ASSETS

Current assets:
      Cash                        $    310         $    448
      Restricted cash                   --            3,387
      Accounts receivable, net      34,330           32,836
      Inventories                   24,716           24,214
      Deferred income taxes          5,732            5,301
      Other current assets             964              902
                                  --------         --------
         Total current assets
                                    66,052           67,088

Property and equipment, net         29,375           31,331
Intangibles, net                   120,513          124,502
Other assets                         3,220            3,748
                                  --------         --------
         Total assets             $219,160         $226,669
                                  ========         ========


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




                                       1
<PAGE>



                        LUND INTERNATIONAL HOLDINGS, INC.

                CONDENSED CONSOLIDATED BALANCE SHEETS, CONTINUED
                      (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                   October 1,    December 31,
                                                                      2000           1999
                                                                  ------------    ------------
                                                                   (unaudited)
<S>                                                               <C>             <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable, trade                                      $      9,692    $     10,995
     Accrued expenses                                                   13,684          16,055
     Long-term debt, current portion                                    79,985           9,591
                                                                  ------------    ------------
        Total current liabilities                                      103,361          36,641

Long-term debt, less current portion                                    22,568          95,118
Deferred income taxes                                                    5,877           5,931
Other liabilities                                                          562             656
                                                                  ------------    ------------
     Total liabilities                                                 132,368         138,346
                                                                  ------------    ------------

Commitments and contingencies

Stockholders' equity:
     Preferred stock-Series B, $.01 stated value;
        authorized 363 shares; 167 issued and
        outstanding at October 1, 2000
        and December 31, 1999                                                2               2
     Common stock, $.10 par value;
        Authorized 25,000 shares; 9,368 and
        7,874 issued and outstanding
        at October 1, 2000 and December 31, 1999, respectively             937             787
     Class B Common Stock, $.01 par value;
        authorized 3,000 shares; none issued
        and outstanding at October 1, 2000, 1,493
        issued and outstanding at December 31, 1999                         --              15
     Additional paid-in capital                                         64,142          64,277
     Retained earnings                                                  21,711          23,242
                                                                  ------------    ------------
        Total stockholders' equity                                      86,792          88,323
                                                                  ------------    ------------
        Total liabilities and stockholders' equity                $    219,160    $    226,669
                                                                  ============    ============

</TABLE>

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




                                       2
<PAGE>



                        LUND INTERNATIONAL HOLDINGS, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                      (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                              Three Months Ended
                                                        ----------------------------
                                                         October 1,      September 30,
                                                           2000              1999
                                                        ------------     ------------
<S>                                                     <C>              <C>
Net sales                                               $     42,367     $     49,418
Cost of goods sold                                            30,931           35,445
                                                        ------------     ------------
     Gross profit                                             11,436           13,973

Operating expenses
     General and administrative                                3,559            3,789
     Selling and marketing                                     4,599            5,184
     Research and development                                    661              862
     Amortization of intangibles                               1,336            1,335
                                                        ------------     ------------
        Total operating expenses                              11,170           10,155

Income from operations                                         1,281            2,803
Interest expense                                              (3,211)          (3,135)
Interest income and other, net                                   (70)              58
                                                        ------------     ------------
Loss before income taxes                                      (2,000)
                                                                                 (274)

Income tax (benefit) expense                                    (487)           1,161
                                                        ------------     ------------
           Net loss                                     $     (1,513)    $     (1,435)
                                                        ============     ============
Basic and diluted net loss per share                    $      (0.16)    $      (0.17)
                                                        ============     ============


Weighted average common shares                                 9,368            8,535
                                                        ============     ============

Weighted average common and common equivalent shares           9,368            8,535
                                                        ============     ============

</TABLE>


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


                                       3

<PAGE>



                        LUND INTERNATIONAL HOLDINGS, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                      (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                               Nine Months Ended
                                                        ----------------------------
                                                          October 1,     September 30,
                                                            2000             1999
                                                        ------------     ------------
<S>                                                     <C>              <C>
Net sales                                               $    140,480     $    148,059
Cost of goods sold                                           101,163          105,808
                                                        ------------     ------------
     Gross profit                                             39,317           42,251

Operating expenses
     General and administrative                               10,957           11,721
     Selling and marketing                                    14,117           15,621
     Research and development                                  1,943            2,675
     Amortization of intangibles                               3,989            3,969
                                                        ------------     ------------
        Total operating expenses
                                                              31,006           33,986


Income from operations                                         8,311            8,265
Interest expense                                              (9,720)          (9,359)
Interest income and other, net                                   (94)              91
                                                        ------------     ------------
Loss before income taxes                                      (1,503)          (1,003)
Income tax (benefit) expense                                    (197)             492
                                                        ------------     ------------
Loss before extraordinary item                                (1,306)          (1,495)
Extraordinary item, less income tax benefit of $130             (225)              --
                                                        ------------     ------------
           Net loss                                     $     (1,531)    $     (1,495)
                                                        ============     ============

Basic and diluted net loss per share:
Loss before extraordinary item                          $      (0.14)    $      (0.19)
Extraordinary item                                             (0.02)              --
                                                        ------------     ------------
               Net loss                                 $      (0.16)    $      (0.19)
                                                        ============     ============
Weighted average common shares                                 9,368            8,050
                                                        ============     ============
Weighted average common and common equivalent shares           9,368            8,050
                                                        ============     ============
</TABLE>


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





                                       4
<PAGE>



                        LUND INTERNATIONAL HOLDINGS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)


<TABLE>
<CAPTION>
                                                                      Nine Months Ended
                                                               -----------------------------
                                                                October 1,      September 30,
                                                                   2000             1999
                                                               ------------     ------------
<S>                                                            <C>              <C>
Cash flows from operating activities:
  Net loss                                                     $     (1,531)    $     (1,495)
  Adjustments to reconcile net loss to net cash
     provided by operating activities:
        Depreciation                                                  4,348            4,737
        Amortization                                                  4,846            4,861
        Deferred income taxes                                          (485)          (2,132)
        (Recovery of) provision for doubtful accounts                  (217)              34
        Provision for inventory reserves                              2,255               94
        Extraordinary loss on early extinguishment of debt              355                0
        Loss (gain) on disposal of property and equipment               135             (157)
  Changes in operating assets and liabilities, net of
    impact of acquisition in 1999:
        Accounts receivable                                          (1,277)            (744)
        Inventories                                                  (2,757)             303
        Other assets                                                   (103)           1,994
        Accounts payable, trade                                      (1,303)           3,102
        Accrued expenses                                             (1,331)          (1,395)
        Other liabilities                                               (94)              44
                                                               ------------     ------------
        Net cash provided by operating activities                     2,841            9,246
                                                               ------------     ------------
  Cash flows from investing activities:
    Purchase of Smittybilt, net of cash acquired                         --          (16,749)
    Purchases of property and equipment                              (2,760)          (4,985)
    Proceeds from sales of property and equipment                       167              592
    Other investing activities                                           --              938
                                                               ------------     ------------
        Net cash used in investing activities                        (2,593)         (20,204)
                                                               ------------     ------------
  Cash flows from financing activities:
    Principal payments on long-term debt                            (26,495)         (18,331)
    Proceeds from long-term debt                                     27,082           25,122
    Change in checks issued in excess of bank balances                 (973)          (1,340)
    Proceeds from issuance of preferred stock                            --            5,000
    Debt issuance costs                                                  --             (315)
                                                               ------------     ------------
        Net cash (used in) provided by financing activities            (386)          10,136
                                                               ------------     ------------
        Net decrease in cash                                           (138)            (822)
  Cash:
    Beginning of period                                                 448            1,191
                                                               ------------     ------------
    End of period                                              $        310     $        369
                                                               ============     ============

</TABLE>

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




                                       5
<PAGE>


                        LUND INTERNATIONAL HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    ($ in thousands except per share amounts)

A - The Company and Basis of Presentation

The accompanying consolidated financial statements include the accounts of Lund
International Holdings, Inc. and its subsidiaries, Lund Industries,
Incorporated, Deflecta-Shield Corporation and its subsidiaries, Ventshade
Company and Smittybilt, Inc. (collectively referred to as the "Company"). The
condensed consolidated balance sheet as of October 1, 2000 and the consolidated
statements of operations and of cash flows for the three months and nine months
ended October 1, 2000 and September 30, 1999 are unaudited. In the opinion of
management, all adjustments necessary for a fair presentation of such financial
statements have been included. Such adjustments consisted only of normal
recurring items. The results of operations for any interim period are not
necessarily indicative of results for the full year.

The December 31, 1999 condensed consolidated balance sheet data was derived from
audited financial statements, but does not include all disclosures required by
accounting principles generally accepted in the United States of America. These
financial statements should be read in conjunction with the Company's audited
consolidated financial statements and related notes for the year ended December
31, 1999, which were included in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999.

The consolidated financial statements and accompanying notes are presented as
permitted by the instructions to Form 10-Q, and do not contain certain
information included in the Company's annual financial statements and notes.

Effective January 1, 2000, the Company adopted a 52-53 week fiscal year.

B - Acquisition

On January 28, 1999, the Company, through a wholly-owned subsidiary, acquired
all of the issued and outstanding capital stock of Smittybilt, Inc.
("Smittybilt"), a manufacturer and supplier of tubular accessory products for
light trucks, including tubular steps, brush guards, bumpers and nerf bars. The
aggregate purchase price of approximately $16,887 consisted of an initial
purchase price of $15,898 and direct transactions costs of $989. The Company
also assumed certain liabilities of $2.0 million in capital lease obligations
and notes payable. The acquisition was financed by issuance of common and
preferred stock of $5.0 million, proceeds from a new term loan of $9.5 million
and $5.0 million gross proceeds from issuance of 12.5% senior subordinated
notes.










                                       6
<PAGE>



                        LUND INTERNATIONAL HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    ($ in thousands except per share amounts)

Upon the funding of $5,000 of senior subordinated notes in connection with the
purchase of Smittybilt, Inc. in January 1999, the Company issued a warrant
giving the subordinated lenders the right to purchase 184,090 shares of the
Company's Common Stock at $.11 per share, or 18,409 shares of Series B Preferred
Stock at $1.10 per share under certain circumstances. The warrant was valued at
$1,268. The value of the warrant is reflected as a component of additional
paid-in capital. The amount is also presented as a discount on the senior
subordinated notes and is being amortized to interest expense through December
31, 2006, using the straight-line method, which approximates the effective
interest method.

The following selected unaudited pro forma information is being provided to
present a summary of the combined results of the Company for the nine months
ended September 30, 1999, as if the Smittybilt acquisition had occurred as of
January 1, 1999, giving effect to purchase accounting adjustments. The pro forma
data is for informational purposes only and may not necessarily reflect the
results of operations of the Company had the acquired businesses operated as
part of the Company for the period presented.

                                          Nine Months Ended
                                          September 30,1999
                                          -----------------
Net sales                                    $149,239
Net loss                                       (1,845)
Basic and diluted
   net loss per share                         ($ 0.23)

C - Inventories

Inventories consisted of the following:
                                       October 1,     December 31,
                                          2000            1999
                                      ------------    ------------
Raw materials                         $     10,686    $     12,285
Finished goods and work in process          14,030          11,929
                                      ------------    ------------
                                      $     24,716    $     24,214
                                      ============    ============

D - Segment Reporting

The Company's business activities are organized around three primary business
units: light truck, suspension and heavy truck. Internal reporting conforms to
this organizational structure with no significant differences in accounting
policies applied. The Company allocates resources to each business unit based on
net sales and net employed capital that is defined as current assets; property,
plant and equipment, net; other assets excluding deferred taxes and goodwill and
other intangibles; less current liabilities and other liabilities excluding
deferred taxes and debt. The Company's business is the design, manufacture,
marketing, and distribution of automotive and heavy truck accessories.



                                       7
<PAGE>

A summary of the Company's business activities reported by its three business
segments (including the Smittybilt Acquisition subsequent to January 28, 1999)
for the three-month and nine-month periods ended October 1, 2000 and September
30, 1999 is as follows:


                            Three Months Ended        Nine Months Ended
                            ------------------        -----------------
                          October 1, September 30, October 1, September 30,
                             2000          1999        2000       1999
                           --------     --------    --------    --------
NET SALES:
  Light truck              $ 37,417     $ 41,310    $119,547    $123,586
  Heavy truck                 3,451        4,869      12,209      14,551
  Suspension                  1,499        3,239       8,724       9,922
                           --------     --------    --------    --------
     Total                 $ 42,367     $ 49,418    $140,480    $148,059
                           --------     --------    --------    --------

INCOME FROM OPERATIONS:
  Light truck              $  1,233     $    886    $  4,967    $  3,144
  Heavy truck                   607        1,554       2,776       3,924
  Suspension                   (559)         363         568       1,197
                           --------     --------    --------    --------
     Total                 $  1,281     $  2,803    $  8,311    $  8,265
                           ========     ========    ========    ========


E - Earnings per share (EPS)

Basic EPS is calculated as net (loss) income divided by weighted average common
shares outstanding. Diluted EPS is calculated as net income divided by weighted
average common shares outstanding, increased to include the assumed conversion
of dilutive securities. The Company's dilutive securities are primarily issuable
under the Company's Stock Option Incentive Plans, the Non-Employee Director
Stock Option Plan, stock warrants and preferred stock. Dilutive securities are
excluded from the calculation of weighted average common and common equivalent
shares outstanding in all loss periods, as their calculation would be
anti-dilutive. Net loss per share does not include common stock options and
warrants ultimately exercisable for the purchase of approximately 3,478 shares
for the three months and nine months ended October 1, 2000. A summary of the
Company's common and common equivalent shares is as follows:


                                      Three Months   Nine Months
                                          Ended         Ended
                                    October 1, 2000 October 1, 2000
                                    --------------- ---------------
Weighted Average Common Shares               9,368           9,368
Dilutive Securities                             --              --
                                      ------------    ------------
Weighted Average Common and Common
  Equivalent Shares                          9,368           9,368
                                      ============    ============

F - Comprehensive income (loss)

There were no other comprehensive income (loss) items in the three months and
nine months ended October 1, 2000 or September 30, 1999.



                                       8
<PAGE>



G - Credit Agreement and Securities Purchase Agreement

As of October 1, 2000 the Company was not in compliance with two of the
financial covenants of the Waiver and Third amendment to its consolidated $106.5
million loan facility ("the Credit Agreement") between the Company and Heller
Financial, Inc. ("Agent and Lender"). On November 13, 2000 the Company entered
into a Waiver and Fourth Amendment ("Amendment") to its Credit Agreement which
waived the Company's defaults that existed up through and including October 1,
2000 under financial covenants established in the Waiver and Third Amendment to
its Credit Agreement. In addition, the Amendment changed financial performance
covenants contained in the Waiver and Third Amendment for the fourth quarter of
2000. The Amendment also placed restrictions on the proceeds from the sale of
certain real estate and payment of management fees. Although the Company has
received a waiver of its covenant defaults that existed up through and including
October 1, 2000 and has entered into a Waiver and Fourth Amendment to its Credit
Agreement which has reset all of the Company's financial covenants for the
fourth quarter 2000, the Company does not believe that it will be in compliance
with all of its financial covenants under the original Credit Agreement for the
year 2001. Accordingly, as required by generally accepted accounting principles,
the Company has classified all borrowings as of October 1, 2000 under the Credit
Agreement with the Lender as a current liability. The Company has received a
letter from Heller Financial dated November 13, 2000 which is an expression of
Heller's willingness to consider a review of the Company's financial covenant
levels for the year 2001 based upon the Company's Annual Operating Plan to be
submitted on or before November 30, 2000. The Company believes it will be able
to restructure its financial covenants for the year 2001, but cannot provide
assurance that any resulting terms will be favorable to the Company.

Also on November 13, 2000 the Company entered into a Second Amendment to its
Security Purchase Agreement with its subordinated lenders. This Amendment
changed financial performance covenants contained in the Waiver and First
Amendment to its Security Purchase Agreement for the fourth quarter 2000.

H - Capital Call Agreement

On November 13, 2000, the Company entered into a Capital Call Agreement ("the
Agreement") with Heller Financial as agent on behalf of the lenders to the
Company's Senior Credit Agreement and Harvest Partners III, L.P., a Delaware
limited partnership. The Agreement calls for up to $10 million in capital
contributions to be made by Harvest Partners III, L.P. or one of its affiliated
entities if the Company does not maintain its proposed ratio of senior
indebtedness to EBITDA. The first capital contribution of $5 million is due on
March 31, 2001. A second $5 million capital contribution may be required by
December 31, 2001 if the Company does not maintain compliance with the
indebtedness ratio.

The capital contributions will be made in the form of equity as a redeemable
preferred stock. The stock will be redeemed on the dates specified in the
Capital Call Agreement if the Company is in compliance with the proposed senior
indebtedness to EBITDA ratio and certain other conditions. If the Company is not
in compliance on the dates specified in the Capital Call Agreement, both capital
contributions will be permanently applied to the reduction of the Company's Term
Loans in accordance with the Company's Senior Credit Agreement.



                                       9
<PAGE>


I - Extraordinary Item - Defeasance of Industrial Development Revenue Bonds

On December 29, 1998, the Company defeased its Industrial Development Revenue
Bonds (Bonds) by placing its restricted cash and marketable securities held
pursuant to the Bond agreement as of that date in escrow sufficient to meet the
remaining principal and interest payments of the Bonds. The funds held in escrow
could be used only for the purpose of satisfying the debt service requirements
of the Bonds. Under the terms of the Bond agreement, the Company guaranteed the
repayment of the Bonds through January 2000. Accordingly, the Bonds and the
related restricted cash and marketable securities continued to be presented as
assets and obligations of the Company until such guarantee expired in January
2000. In January 2000, the Bonds (in the amount of $3,106) and the related
restricted cash and marketable securities (in the amount of $3,387) were removed
from the Company's balance sheet.

As a result of the early extinguishment of the bonds, an extraordinary loss of
$225 was incurred in January 2000 ($355, net of $130 deferred income tax
benefit).

J - Conversion of Class B-1 Common Stock

On September 9, 2000, 1,493,398 shares of Class B-1 Common Stock was
automatically converted to shares of common stock on a one for one basis
pursuant to the certificate of designation of the Class B-1 Common Stock.

K - New Accounting Pronouncements

In December 1999, the Securities and Exchange Commission (SEC) staff issued
Staff Accounting Bulletin No. 101, "Revenue Recognition." An amendment in June
2000 delayed the effective date until the fourth quarter of 2000. In addition,
in October 2000, the SEC staff issued "Staff Accounting Bulletin No. 101:
Revenue Recognition in Financial Statements - Frequently Asked Questions and
Answers." The Company is reviewing the requirements of this bulletin and has not
yet determined the impact on its consolidated financial statements.

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Accounting Standards No. 133 ("FAS 133"), "Accounting for Derivative
Instruments and Hedging Activities". In 2000, the FASB issued Statement of
Accounting Standards No. 138 ("FAS 138") "Accounting for Certain Derivative
Instruments and Certain Hedging Activities - an amendment of FASB Statement No.
133", which is effective for all fiscal quarters after June 15, 2000. FAS 138
amends the accounting and reporting standards of FAS 133 for certain derivative
instruments and certain hedging activities. FAS 133, as amended is required to
be adopted by the Company in the first quarter of 2001. The adoption of FAS 133
and the amendments thereof in FAS 138 are not expected to have a significant
impact on the Company's consolidated financial position or results of
operations.

                                     * * * *

PricewaterhouseCoopers LLP, the Company's independent accountants, have
performed a review of the unaudited interim consolidated financial statements
included herein and their report thereon accompanies this filing. This report is
not a "report" within the meaning of Sections 7 and 11 of the 1933 Act and the
independent accountant's liability under Section 11 does not extend to it.



                                       10
<PAGE>



                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of Lund International Holdings, Inc.:

We have reviewed the accompanying condensed consolidated balance sheet of Lund
International Holdings, Inc. (the Company) as of October 1, 2000, and the
related consolidated statements of operations for each of the three-month and
nine-month periods ended October 1, 2000 and September 30, 1999 and the
consolidated statements of cash flows for the nine-month periods ended October
1, 2000 and September 30, 1999. These financial statements are the
responsibility of the Company's management.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for the financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States of
America, the objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express such an
opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying consolidated interim financial statements for them
to be in conformity with accounting principles generally accepted in the United
States of America.

We previously audited in accordance with auditing standards generally accepted
in the United States of America, the consolidated balance sheet as of December
31, 1999, and the related consolidated statements of operations, changes in
stockholders' equity and cash flows for the year then ended (not presented
herein), and in our report dated March 3, 2000, we expressed an unqualified
opinion on those consolidated financial statements. In our opinion, the
information set forth in the accompanying condensed consolidated balance sheet
information as of December 31, 1999, is fairly stated in all material respects
in relation to the consolidated balance sheet from which it has been derived.





/s/ PRICEWATERHOUSECOOPERS LLP



PRICEWATERHOUSECOOPERS LLP
Minneapolis, Minnesota
November 6, 2000




                                       11
<PAGE>


Item 2.       Management's Discussion and Analysis of Financial Condition
              and Results of Operations
                   ($ in thousands, except share and per share data)

GENERAL OVERVIEW:

Lund International Holdings, Inc. (the "Company"), through its wholly-owned
subsidiaries, Lund Industries, Incorporated ("Lund"), Deflecta-Shield
Corporation and its subsidiaries ("Deflecta-Shield"), Ventshade Company
("Ventshade"), and Smittybilt, Inc. ("Smittybilt"), designs, manufactures and
distributes aftermarket automotive accessories and other products for light
trucks, sport utility vehicles and vans ("light trucks"), passenger cars and
heavy trucks. Products directed at the light truck and automobile market include
side window ventvisors, windshield visors, hood shields/bug deflectors, running
boards, tonneau covers, aluminum storage boxes, tubular products, suspension
lift systems, and other appearance accessories. In addition, the Company is a
leading original equipment manufacturer ("OEM") of accessories for the light
truck and heavy truck markets.

On December 23, 1998 and January 28, 1999, the Company acquired 100% of the
outstanding common stock of Ventshade and Smittybilt, respectively (the
"Acquisitions"). The Acquisitions were accounted for under the purchase method
of accounting, which required the Company to recognize a $1,150 increase in cost
of goods sold in the first six months of 1999 to reflect the write-up of the
Acquisitions' finished goods and work-in-process inventories acquired by the
Company. The purchase method of accounting for the Acquisitions also resulted in
recording fair value adjustments to molds and dies, goodwill and other
intangible assets of approximately $56,200 with depreciation and amortization
periods ranging from 4 to 40 years. The Company's consolidated results of
operations and consolidated statement of cash flows include Ventshade for all of
1999 and Smittybilt from its date of acquisition on January 28, 1999.

To finance the Acquisitions, the Company sold shares of common and preferred
stock for $30,000 and received financing of $34,500 from its primary senior
lender, seller financing of approximately $900 and financing of $25,000 from
senior subordinated lenders, which lenders also received warrants to purchase
704,839 shares of Common Stock, or 70,483.9 shares of Series B Preferred Stock.

On January 31, 1999, the Company sold the assets, principally property and
equipment, of its Fibernetics specialty fiberglass and plastics division in
Compton, California for approximately $1,000. The loss on the sale of these
assets was not material.




                                       12
<PAGE>


RESULTS OF OPERATIONS:


                                      Three Months Ended
                                -----------------------------
                                  October 1,    September 30,
                                    2000             1999
NET SALES:
  Light truck                   $     37,417     $     41,310
  Heavy truck                          3,451            4,869
  Suspension                           1,499            3,239
                                ------------     ------------
     Total                            42,367           49,418
                                ------------     ------------

INCOME FROM OPERATIONS:
  Light truck                          1,233              886
  Heavy truck                            607            1,554
  Suspension                            (559)             363
                                ------------     ------------
     Total                             1,281            2,803

Other income (expense), net:
  Interest expense                    (3,211)          (3,135)
  Other, net                             (70)              58
                                ------------     ------------

LOSS BEFORE INCOME TAXES        $     (2,000)    $       (274)
                                ============     ============


                                      Nine Months Ended
                                -----------------------------
                                  October 1,    September 30,
                                    2000             1999
NET SALES:
  Light truck                   $    119,547     $    123,586
  Heavy truck                         12,209           14,551
  Suspension                           8,724            9,922
                                ------------     ------------
     Total                           140,480          148,059
                                ------------     ------------

INCOME FROM OPERATIONS:
  Light truck                          4,967            3,144
  Heavy truck                          2,776            3,924
  Suspension                             568            1,197
                                ------------     ------------
     Total                             8,311            8,265

Other income (expense), net:
  Interest expense                    (9,720)          (9,359)
  Other, net                             (94)              91
                                ------------     ------------

LOSS BEFORE INCOME TAXES        $     (1,503)    $     (1,003)
                                ============     ============





                                       13
<PAGE>



The following tables set forth the percentage relationship to net sales of
certain items in the Company's consolidated statements of operations for the
periods indicated:

<TABLE>
<CAPTION>
                                                          Three Months Ended
                                      -----------------------------------------------------------
                                           October 1, 2000               September 30, 1999
                                      --------------------------    -----------------------------
<S>                                     <C>              <C>           <C>                <C>
Net sales                               $ 42,367         100.0%        $ 49,418           100.0%
Gross profit                              11,436           27.0          13,973             28.3
General and administrative                 3,559            8.4           3,789              7.7
Selling and marketing                      4,599           10.9           5,184             10.5
Research and development                     661            1.6             862              1.7
Amortization of intangibles                1,336            3.2           1,335              2.7
Income from operations                     1,281            3.0           2,803              5.7
Other expense, net                         3,281            7.7           3,077              6.2
Income tax (benefit) expense               (487)          (1.1)           1,161              2.3
Net loss                               $ (1,513)         (3.6%)        $(1,435)           (2.9%)

                                                         Nine Months Ended
                                     -----------------------------------------------------------

                                           October 1, 2000               September 30, 1999
                                      --------------------------    -----------------------------
Net sales                               $140,480         100.0%       $ 148,059           100.0%
Gross profit                              39,317           28.0          42,251             28.5
General and administrative                10,957            7.8          11,721              7.9
Selling and marketing                     14,117           10.0          15,621             10.6
Research and development                   1,943            1.4           2,675              1.8
Amortization of intangibles                3,989            2.8           3,969              2.7
Income from operations                     8,311            5.9           8,265              5.6
Other expense, net                         9,814            7.0           9,268              6.3
Income tax  (benefit)expense               (197)          (0.1)             492              0.3
Extraordinary loss                           225            0.2               -              0.0
Net loss                                $(1,531)         (1.1%)        $(1,495)           (1.0%)
</TABLE>


THREE MONTHS ENDED OCTOBER 1, 2000 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30,
1999

NET SALES: Consolidated net sales for the three months ended October 1, 2000,
were $42,367, a decrease of $7,051 from consolidated net sales of $49,418 for
the three months ended September 30, 1999. This decrease was primarily
attributed to the following factors: (i) Light Truck net sales declined by
$3,893, or 9.4%, (ii) Heavy Truck sales decreased by $1,418, or 29.1%, (iii)
Suspension sales fell by $1,740, or 53.7%. Light Truck sales reflected a decline
in the aftermarket sales of visors, molded boards, and hood shields offset to
some extent by strong sales in storage boxes. The Heavy Truck Division continued
to deal with sluggish sales in its markets as a result of the lingering effect
of higher fuel prices and a decline in Class 8 vehicle production. The
Suspension business decline was primarily attributable to being shutdown for one
month as a result of relocating the operations from Coldwater, MI to Corona, CA.
The Suspension business is expected to have increased fourth quarter shipments
as it works to reduce its sales order backlog built up during the relocation.




                                       14
<PAGE>


COST OF GOODS SOLD AND GROSS PROFIT: The gross profit margin for the three
months ended October 1, 2000, was 27.0% of net sales compared to 28.3% of net
sales for the three months ended September 30, 1999. The three months ended
October 1, 2000 reflected a slight margin decline compared to 1999 due to a
combination of lower absorption of fixed costs due to declines in volume,
inefficiencies experienced in one of the Light Truck manufacturing operations,
higher returns in Light Truck and higher than anticipated cost of aluminum,
offset by product cost reduction programs.

GENERAL AND ADMINISTRATIVE EXPENSES: General and administrative expenses were
$3,559, or 8.4% of net sales, for the three months ended October 1, 2000,
compared to $3,789, or 7.7% of net sales, for the comparable three month period
ended September 30, 1999. This decrease of $230 reflected approximately a 6%
decline in general and administrative costs in the quarter. This favorable
performance reflected the results of lower headcount and salaries associated
with a prior management reorganization, the closing of the Company's warehouse
operations in Iowa and cost reductions within the Light Truck Division. The
quarter also included approximately $100 in consulting fees associated with the
Company's plan to restructure its businesses, and approximately $229 in
severance and other costs associated with the outsourcing of its fiberglass
production.

SELLING AND MARKETING EXPENSES: Selling and marketing expenses were $4,599, or
10.9% of net sales, for the three months ended October 1, 2000, compared to
$5,184 or 10.5% of net sales, for the three months ended September 30, 1999.
This favorable development resulted primarily from a concentrated effort to
reduce promotional spending that does not provide an acceptable payback,
especially in the acquisition of new distribution opportunities and reduced
sales volume from the September 30, 1999 period.

RESEARCH AND DEVELOPMENT EXPENSES: Research and development expenses were $661,
or 1.6% of net sales, for the three months ended October 1, 2000, compared to
$862, or 1.7% of net sales, for the three months ended September 30, 1999. This
decrease resulted primarily from the combination of delaying specific product
development programs and cost reductions. During the third quarter 2000, the
Company's R & D costs increased by approximately 19% over the previous quarter,
reflecting the acceleration of its effort to complete planned product
development programs.

AMORTIZATION OF INTANGIBLES: Amortization expense was $1,336 for the three
months ended October 1, 2000, compared to $1,335 for the three months ended
September 30, 1999. This expense remained comparable to last year, since no
additional acquisitions were made after the Smittybilt purchase in January 1999.

INCOME FROM OPERATIONS: Income from operations for the three months ended
October 1, 2000, was $1,281, or 3.0% of net sales, compared to $2,803, or 5.7%
of net sales for the period ended September 30, 1999. The unfavorable operating
income performance was the result of a 14% decline in sales volume, which
squeezed gross margins, and manufacturing inefficiencies in the Light Truck
Division, offset in part by reductions in operating expenses.

OTHER EXPENSE, NET: Other expense, net, was $3,281 for the three months ended
October 1, 2000, compared to $3,077 for the three months ended September 30,
1999. The increase in interest expense was primarily the result of escalating
interest rates in 2000 versus the prior year, offset to some extent by lower
debt levels.



                                       15
<PAGE>

INCOME TAX BENEFIT: For the three months ended October 1, 2000, the Company
recorded a tax benefit of $487. The income tax expense recorded in the quarter
ended September 30, 1999, was primarily the result of an adjustment of the
expected annual tax rate for the full year. The Company's effective tax rate is
substantially different than the statutory federal tax rate of 34% due to the
amortization of non-tax deductible goodwill.

NET INCOME: The Company's net loss for the three months ended October 1, 2000,
was $1,513, or $.16 per share. This compares to a net loss of $1,435, or $.17
per share, for the three months period ended September 30, 1999.


NINE MONTHS ENDED OCTOBER 1, 2000 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1999

NET SALES: Consolidated net sales for the nine months ended October 1, 2000,
were $140,480 versus $148,059 for the nine months ended September 30, 1999. The
decline of $7,579, or 5.1%, was primarily attributable to the following factors:
(i) Light Truck net sales declined by $4,039, or 3.3%, (ii) Heavy Truck sales
decreased by $2,342, or 16.1%, (iii) Suspension net sales decreased by $1,198,
or 12.1%. The Light Truck Division's sales volume continued to decline in
plastic and fiberglass aftermarket products as the Company has experienced a
longer than anticipated "softening" in its markets. This decline has been
somewhat offset by strong sales in aluminum storage boxes. The Heavy Truck
Division continued to experience reduced demand for its products as Class 8
vehicle production is declining and higher fuel prices negatively affect
aftermarket accessories buying patterns. The relocation of the suspension
business negatively impacted its third quarter sales performance. The sales
backorder for suspension products was strong at the end of the third quarter.

COST OF GOODS SOLD AND GROSS PROFIT: The gross profit margin for the nine months
ended October 1, 2000, was 28.0% of net sales compared to 28.5% for the nine
month period ended September 30, 1999. The 1999 period included purchase
accounting adjustments charged to cost of goods sold in the amount of $1,150,
related to the write up of inventories associated with acquisitions made by the
Company. Excluding the purchase accounting adjustment, the comparable gross
profit figure was 29.3% in 1999. The reduction in margin resulted from a sales
volume decline which impacted overhead absorption, manufacturing inefficiencies
experienced in the Light Truck Division, higher than anticipated cost of
aluminum used in the manufacturing of storage boxes, and an unfavorable sales
mix. These negatives were offset by price concessions attained in the purchase
of plastic resin, other product cost reduction programs initiated during the
year and, to a lesser extent, price increases on specific products.

GENERAL AND ADMINISTRATIVE EXPENSES: General and administrative expenses were
$10,957, or 7.8% of net sales, for the nine months ended October 1, 2000,
compared to $11,721, or 7.9% of net sales, for the comparable nine month period
ended September 30, 1999. The decrease of $764, or 6.5%, is the result of
various cost reduction efforts, lower corporate costs relating to salaries and
information systems and better than anticipated collection of problem accounts
receivable resulting in a favorable adjustment to bad debt expense. On a
year-to-date basis the Company incurred approximately $600 in consulting fees
associated with the Company's plan to restructure its business operations and
relocate its Suspension business from its Coldwater, MI facility to its
manufacturing operation in Corona, CA.

SELLING AND MARKETING EXPENSES: Selling and marketing expenses were $14,117, or
10.0% of net sales for the nine month period ended October 1, 2000, compared to
$15,621, or 10.6% of net sales for the nine month period ended September 30,
1999. The decrease of $1,504 was attributed to a 5% decline in




                                       16
<PAGE>

sales volume and a concentrated effort by the Company to evaluate its sales and
marketing program spending, particularly in the acquisition of new distribution
opportunities.

RESEARCH AND DEVELOPMENT EXPENSES: Research and development expenses were
$1,943, or 1.4% of net sales for the nine month period ended October 1, 2000,
compared to $2,675, or 1.8% of net sales for the period ended September 30,
1999. The decrease of $732 was primarily the result of delaying some development
programs and cost reductions. However, the Company increased its spending in the
third quarter 2000 in an effort to accelerate the completion of certain
development programs.

AMORTIZATION OF INTANGIBLES: Amortization expense was $3,989, or 2.8% of net
sales for the nine month period ended October 1, 2000, compared to $3,969, or
2.7% of net sales for the period ended September 30, 1999. This expense remained
comparable to last year because the Company has not made any acquisitions since
January 1999.

INCOME FROM OPERATIONS: Income from operations for the nine months ended October
1, 2000, was $8,311, or 5.9%, of the net sales compared to $8,265, or 5.6% of
net sales for the nine month period ended September 30, 1999. The increase of
$46 resulted from the effect of a decline of 5% in sales volumes and slightly
decreased gross profit being offset by reductions in selling, general, and
administrative expenses.

OTHER EXPENSE, NET: Other expense was $9,814 for the nine month period ended
October 1, 2000, compared to $9,268 for the nine month period ended September
30, 1999. Interest expense, which is the predominant item in other expense,
increased as a result of higher rates offset by lower debt levels.

INCOME TAX EXPENSE (BENEFIT): An income tax benefit of $197 was recorded for the
nine month period ended October 1, 2000, compared to an income tax expense of
$492 for the nine month period ended September 30, 1999. The Company's effective
tax rate differs substantially from the statutory federal tax rate of 34% due to
amortization of non-tax deductible goodwill recorded in connection with the
Acquisitions.

NET LOSS PER SHARE: The Company's net loss for the nine months ended October 1,
2000, was $1,531, or $.16 per share, compared to a $1,495 net loss, or $.19 per
share for the period ended September 30, 1999.


LIQUIDITY AND CAPITAL RESOURCES:

Cash provided by operating activities was $2,841 for the nine months ended
October 1, 2000, and $9,246 for the nine months ended September 30, 1999. The
decrease is due primarily to a negative change in working capital.

Cash used in investing activities was $2,593 for the nine months ended October
1, 2000, compared to $20,204 of cash used in investing activities for the period
ending September 30, 1999. The significant cash used in investing activities in
1999 related primarily to the acquisition of Smittybilt, Inc. in the first
quarter of 1999. The net cash used in investing activities in the nine months
ended October 1, 2000 was primarily capital purchases.

Cash used in financing activities was $386 in the nine months ended October 1,
2000, compared to $10,136 of cash provided by financing activities in the nine
months ended September 30, 1999. The cash




                                       17
<PAGE>

provided by financing activities in 1999 reflected the proceeds from long-term
debt and issuance of common stock related to the Smittybilt acquisition. The net
cash used in financing activities for the nine months ended October 1, 2000
primarily consisted of principal payments on long-term debt.

The Company believes that its $30 million revolving credit facility and
operating cash flows will be sufficient to satisfy its working capital
requirements, required debt principal payments and operating capital
expenditures. The Company's availability of funds under its revolving credit
line is based on a percentage of eligible inventories and receivables. As of
October 1, 2000, the Company had borrowed $13,370 under its revolving credit
line and had additional availability of $16,630.

The Company's senior lenders issued a waiver of default of certain financial
covenants that existed through and including the period ended October 1, 2000.
The Company's senior and sub-debt lenders have also reset the Company's
financial covenants for the fourth quarter 2000 and agreed to reset these same
financial covenants for the 2001 fiscal year. A more detailed explanation of
this matter is contained in footnote G of this Form 10-Q.

Consolidated assets have decreased $7,509 from $226,669 at December 31, 1999, to
$219,160 at October 1, 2000. The decrease in assets reflected primarily the
amortization of intangibles, property plant and equipment, and the change in
restricted cash, offset by the increase in working capital items, most notably,
accounts receivable.

In December 1999, the Securities and Exchange Commission (SEC) staff issued
Staff Accounting Bulletin No. 101, "Revenue Recognition." An amendment in June
2000 delayed the effective date until the fourth quarter of 2000. In addition,
in October 2000, the SEC staff issued "Staff Accounting Bulletin No. 101:
Revenue Recognition in Financial Statements - Frequently Asked Questions and
Answers." The Company is reviewing the requirements of this bulletin and has not
yet determined the impact on its consolidated financial statements.

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Accounting Standards No. 133 ("FAS 133"), "Accounting for Derivative
Instruments and Hedging Activities". In 2000, the FASB issued Statement of
Accounting Standards No. 138 ("FAS 138") "Accounting for Certain Derivative
Instruments and Certain Hedging Activities - an amendment of FASB Statement No.
133", which is effective for all fiscal quarters after June 15, 2000. FAS 138
amends the accounting and reporting standards of FAS 133 for certain derivative
instruments and certain hedging activities. FAS 133, as amended is required to
be adopted by the Company in the first quarter of 2001. The adoption of FAS 133
and the amendments thereof in FAS 138 are not expected to have a significant
impact on the Company's consolidated financial position or results of
operations.


YEAR 2000 COMPLIANCE:

The Company's program to address the Year 2000 issue consisted of the following
phases: awareness, assessment, remediation, testing and contingency planning. As
of December 31, 1999, all phases were completed. The Company did not experience
any disruption of business as a result of the Year 2000 and no significant known
issues have resulted since the conversion on January 1, 2000.

The Company made every effort to assess its Year 2000 risks related to
significant relationships with its critical third party suppliers and customers.
Despite these efforts, the Company can provide no assurance that all supplier
and customer Year 2000 compliance plans were successfully completed in a




                                       18
<PAGE>

timely manner. However, the Company is not currently aware of any problems
related to year 2000, which would significantly impact its operation. The
Company spent approximately $900 to convert its systems to become Y2K compliant.
These costs were incurred during 1998 and 1999, of which a portion was
capitalized and the remainder charged to earnings in the respective years. These
charges did not materially impact the Company's results of operations.


OUTLOOK:

Historically, the Company distributed its products principally through warehouse
distributors. With increased sales of light trucks over the past few years, mass
merchandisers, national automotive retailers and original equipment
manufacturers ("OEMs") are participating to a greater extent in the distribution
of automotive accessories. The impact of increased channel competition has
shifted a portion of sales away from warehouse distributors to national
automotive retailers, mass merchandisers and OEMs. This shift has resulted in
increased competition and created pricing pressures, especially as it relates to
plastic and fiberglass product lines. Furthermore, the automotive accessory
market is currently going through significant consolidation in both the
manufacturing and distribution areas.

In response to these changing market conditions the Company is reorganizing its
sales and marketing functions to allow it to participate in and better serve
each of its market channels. Moreover, the Company continues to restructure and
consolidate its manufacturing and warehouse operations. By the end of 2000, the
Company will have consolidated its manufacturing operations from eight (8) to
five (5) locations. This reorganization and restructuring activity contemplates
a frequent review of the Company's cost structure in order to optimize its
ability to meet competitive pressures in the marketplace.

On April 26, 2000, the Company announced a plan to outsource the fiberglass
production at its Anoka, Minnesota facility. The outsourcing will be completed
by November 30, 2000. The Company incurred approximately $350 in restructuring
charges in the third quarter associated with the outsourcing of fiberglass
production. The Company expects to incur an additional $300 in the fourth
quarter.

The Company has experienced weaker than anticipated demand for its products in
the second and third quarter. However, the Company believes that the longer-term
demand for Light Truck and Heavy Truck accessories will be strong. The Company
is making every effort to take advantage of satisfying this future demand by
developing new cost competitive products and improving customer service. The
Company believes that as demand improves, the benefits of the Company's
restructuring will lead to improvements in profitability.

In addition, the Company remains committed to growth through acquisitions and
will continue to seek out opportunities that add value to its existing base of
business. The Company remains committed in the long term to become a market
leader in all product categories in which it competes.

In its 1999 Annual Report and Report on Form 10-K, the Company disclosed that on
March 21, 2000, it received a letter from NASDAQ. The letter indicated that the
Company was not in compliance with Marketplace Rule 4450(b)(4) (the "Rule"),
because the Company's stock had not maintained a minimum bid price of $5.00 over
thirty consecutive trading days as required on the NASDAQ National Market under
Maintenance Standard 2.



                                       19
<PAGE>

The Company was unable to regain compliance with the Rule during the allotted
time period, which ended June 19, 2000. On or before June 19, 2000, the Company
appealed to NASDAQ to remain on the NASDAQ National Market under an alternative
maintenance standard (Maintenance Standard 1). A NASDAQ Hearing Panel reviewed
the Company's appeal at a hearing on July 17, 2000. The Panel rejected the
Company's appeal, but it allowed the Company approximately sixty days to gain
compliance under Maintenance Standard 1. The Company was unable to gain
compliance under Maintenance Standard 1 and on October 23, 2000 NASDAQ informed
the Company that its securities would be delisted from the NASDAQ National
market effective with the open of business, Tuesday, October 24, 2000. The
Company's securities are currently listed and eligible to trade on the NASDAQ
OTC Bulletin Board.

On October 24, 2000 the company announced that it had an application pending to
be listed on the American Sock Exchange (AMEX). On November 8, 2000 the Company
received verbal notification from AMEX that its pending listing application was
rejected on the basis that the Company currently does not meet the minimum share
price of $3.00. The Company had not made a decision whether to appeal at the
time of the filing of this Form 10-Q.


FINANCIAL INSTRUMENTS MARKET RISK:

The Company's financial instruments include cash, accounts receivable, accounts
payable, and long-term debt. The Company is exposed to interest rate risk
arising from transactions that are entered into during the normal course of
business. The Company's borrowings and revolving line of credit are dependent on
the prime interest and LIBOR rates. The estimated fair value of long-term debt
approximates its carrying value at October 1, 2000. The Company does not enter
into hedging or derivative instruments.


EFFECTS OF INFLATION:

Although increases in costs of certain materials and labor could adversely
affect operations, the Company generally has been able to increase its selling
prices to offset increased costs. Price competition, however, particularly in
the aluminum, plastic and fiberglass product lines, could affect the ability of
the Company to increase its selling prices to reflect such increased costs. In
general, management believes that the relatively moderate inflation over the
last few years did not have a significant impact on the Company's net sales but
that increasing raw material prices and labor costs have had an impact on gross
profit.


FORWARD LOOKING STATEMENTS:

The Private Securities Litigation Reform Act of 1995 (the "Act") provides a safe
harbor for forward-looking statements made by or on behalf of the Company.
Statements made in this Form 10-Q relating to future financial results, the
effects of the acquisitions, Company operations, developments, trends and market
analysis, and continued NASDAQ listing, small cap or otherwise, among others,
are forward-looking statements. These statements involve risks and uncertainties
that could cause results to differ materially from those anticipated. Management
believes that all statements that express expectations and projections with
respect to future matters related to the Company's acquisitions could result in
differences, including: inability to obtain expected efficiencies, or to obtain
them in a timely manner; inability to effectively manage a larger enterprise, to
integrate acquired companies or to control costs associated with such
integration; and the representations, warranties and covenants in the merger and





                                       20
<PAGE>

purchase agreements proving to be materially untrue. In addition, the business
and operations of the Company, and its projected results, include the following
risk factors: consumer preference changes; risk of expansion into new
distribution channels; delays in designing, developing, testing or shipping of
products; increased competition; general economic developments and trends;
developments and trends in the light truck and automotive accessory market;
sales of heavy trucks, which are cyclical; and timely development and
introduction of competitive new products by the Company and acceptance of those
products; and increased costs. This is not an exhaustive list and the Company
may supplement this list in future filings or releases or in connection with the
making of forward-looking statements. However, the Company believes that these
are forward-looking statements within the meaning of the Act.




                                       21
<PAGE>


PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

           None



Item 5.    Other Information

(a)        None



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

(a)        Exhibits:

           10.107    Capital Call Agreement (to be filed as an amendment)

           10.108    Waiver and Fourth Amendment to the Credit Agreement
                     (to be filed as an amendment)

           15.       Awareness letter from the Company's independent accountants
                     regarding unaudited interim financial statements.

           27.1      Financial Data Schedule

(b)        Reports on Form 8-K

           None




                                       22
<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.

Date: November 13, 2000

                             LUND INTERNATIONAL HOLDINGS, INC.
                             (Registrant)



                             By:      /s/ Dennis W. Vollmershausen
                                      ------------------------------------------
                                      Dennis W. Vollmershausen
                                      President and Chief Executive Officer

                             By:      /s/ Edmund J. Schwartz
                                      ------------------------------------------
                                      Edmund J. Schwartz
                                      Chief Financial Officer






                                       23