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 September 30, 2001
                                        ------------------

[ ]      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, N.W., 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 9, 2001, 10,267,325 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 (Unaudited)                  1-2
          September 30, 2001 and December 31, 2000

          Condensed Consolidated Statements of Operations (Unaudited)        3
          Three Months Ended September 30, 2001 and October 1, 2000

          Condensed Consolidated Statements of Operations (Unaudited)        4-5
          Nine Months Ended September 30, 2001 and October 1, 2000

          Condensed Consolidated Statements of Cash Flows (Unaudited)        6
          Nine Months Ended September 30, 2001 and October 1, 2000

          Notes to Condensed Consolidated Financial Statements (Unaudited)  7-13


Item 2.   Management's Discussion and Analysis of Financial                14-21
          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

<PAGE>


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                        LUND INTERNATIONAL HOLDINGS, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                       September 30,    December 31,
                                                           2001             2000
                                                       ------------     ------------
<S>                                                    <C>              <C>
ASSETS

Current assets:
      Cash and  temporary cash investments             $        466     $      1,854
      Accounts receivable, net                               25,720           22,672
      Inventories                                            12,230           14,233
      Deferred income taxes                                   3,669            3,669
      Other current assets                                      977              484
      Current assets held for disposal                       11,847           15,758
                                                       ------------     ------------
         Total current assets                                54,909           58,670

Property and equipment, net                                  17,725           18,632
Intangibles, net                                             97,461          100,956
Other assets                                                  2,367            2,859
Long lived assets held for disposal                           6,750           27,519
                                                       ------------     ------------
         Total assets                                  $    179,212     $    208,636
                                                       ============     ============
</TABLE>


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


                                       1
<PAGE>


                        LUND INTERNATIONAL HOLDINGS, INC.

                CONDENSED CONSOLIDATED BALANCE SHEETS, CONTINUED
                                   (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                        September 30,     December 31,
                                                                            2001              2000
                                                                        ------------      ------------
<S>                                                                     <C>               <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable, trade                                            $      8,360      $      5,891
     Accrued expenses                                                          9,821            12,716
     Long-term debt, current portion                                          87,408            16,313
     Current liabilities held for disposal                                     3,365             5,266
                                                                        ------------      ------------
        Total current liabilities                                            108,954            40,186

Long-term debt, less current portion                                              --            78,086
Deferred income taxes                                                          3,669             3,669
Other liabilities                                                                429               530
Non-current liabilities held for disposal                                        322               568
                                                                        ------------      ------------
     Total liabilities                                                  $    113,374      $    123,039
                                                                        ------------      ------------

Commitments and contingencies

Stockholders' equity:
     Preferred stock-Series B, $.01 stated value;
        authorized 363 shares; 78 and 305 issued and outstanding at
        September 30, 2001 and December 31, 2000                        $          1      $          3
     Preferred stock-Series C, $.01 par value;
       authorized 30 shares; 10 issued and outstanding
       at September 30, 2001 and December 31, 2000                                --                --
     Common stock, $.10 par value;
        Authorized 25,000 shares; 10,267 and 7,998 issued and
        outstanding at September 30, 2001 and December 31, 2000                1,027               800
     Additional paid-in capital                                               74,053            69,278
     Retained (deficit) earnings                                              (9,243)           15,516
                                                                        ------------      ------------
        Total stockholders' equity                                            65,838            85,597
                                                                        ------------      ------------
        Total liabilities and stockholders' equity                      $    179,212      $    208,636
                                                                        ============      ============
</TABLE>


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


                                       2
<PAGE>


                        LUND INTERNATIONAL HOLDINGS, INC.

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

<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                                ------------------
                                                          September 30,      October 1,
                                                              2001              2000
                                                          ------------      ------------
<S>                                                       <C>               <C>
Net sales                                                 $     37,794      $     37,014
Cost of goods sold                                              25,524            25,787
                                                          ------------      ------------
     Gross profit                                               12,270            11,227

Operating expenses
     General and administrative                                  3,330             2,884
     Selling and marketing                                       3,395             3,787
     Research and development                                      579               562
     Amortization of intangibles                                 1,176             1,176
                                                          ------------      ------------
        Total operating expenses                                 8,480             8,409

Operating income                                                 3,790             2,818

Interest expense                                                (2,411)           (3,187)
Interest income and other, net                                      (1)              (36)
                                                          ------------      ------------
Income (loss) from continuing operations before
       income taxes                                              1,378              (405)
Income tax expense (benefit)                                        30              (421)
                                                          ------------      ------------
Income from continuing operations                                1,348                16
Discontinued operations
      Loss from operations of discontinued components             (986)           (1,415)
      Loss on disposal of discontinued components              (21,319)               --
                                                          ------------      ------------
      Loss on discontinued operations                          (22,305)           (1,415)
                                                          ------------      ------------
           Net loss                                       $    (20,957)     $     (1,399)
                                                          ============      ============

Basic net (loss) earnings per share:
      Earnings from continuing operations                 $       0.13      $       0.00
      Discontinued operations                                    (2.17)            (0.18)
                                                          ------------      ------------
           Net loss                                       $      (2.04)     $      (0.18)
                                                          ============      ============

Diluted net (loss) earnings per share:
     Earnings from continuing operations                  $       0.07      $       0.00
     Discontinued operations                                     (2.17)            (0.18)
                                                          ------------      ------------
             Net loss                                     $      (2.10)     $      (0.18)
                                                          ============      ============

Weighted average common shares                                  10,267             7,998
                                                          ============      ============
Weighted average common and common share equivalents            19,630             8,698
                                                          ============      ============
</TABLE>


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


                                       3
<PAGE>


                        LUND INTERNATIONAL HOLDINGS, INC.

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

<TABLE>
<CAPTION>
                                                                  Nine Months Ended
                                                                  -----------------
                                                            September 30,      October 1,
                                                                2001              2000
                                                            ------------      ------------
<S>                                                         <C>               <C>
Net sales                                                   $    107,577      $    117,396
Cost of goods sold                                                73,664            82,097
                                                            ------------      ------------
     Gross profit                                                 33,913            35,299

Operating expenses
     General and administrative                                   10,184             9,304
     Selling and marketing                                         9,875            11,568
     Research and development                                      1,576             1,645
     Amortization of intangibles                                   3,528             3,517
                                                            ------------      ------------
        Total operating expenses                                  25,163            26,034

Operating Income                                                   8,750             9,265

Interest expense                                                  (8,400)           (9,636)
Interest income and other, net                                       (39)               34
                                                            ------------      ------------
Income(loss) from continuing operations before income
      taxes, extraordinary item, and cumulative effect
      of accounting change                                           311              (337)
Income tax expense (benefit)                                          90              (196)
                                                            ------------      ------------
Income (loss) from continuing operations before
      extraordinary item and cumulative effect
      of accounting change                                           221              (141)
Discontinued operations
      Loss from operations of discontinued components             (3,661)           (1,163)
      Loss on disposal of discontinued components                (21,319)               --
                                                            ------------      ------------
      Loss on discontinued operations                            (24,980)           (1,163)
                                                            ------------      ------------
Loss before extraordinary item and cumulative effect of
     accounting change                                           (24,759)           (1,304)
Extraordinary item, net of income taxes of $130                       --              (225)
                                                            ------------      ------------
Loss before cumulative effect of accounting change               (24,759)           (1,529)
Cumulative effect of accounting change, net of
       income taxes of $237                                           --              (410)
                                                            ------------      ------------
           Net loss                                         $    (24,759)     $     (1,939)
                                                            ============      ============
</TABLE>


                                       4
<PAGE>


<TABLE>
<S>                                                         <C>               <C>
Basic net (loss) earnings per share:
      Earnings from continuing operations                   $       0.03      $      (0.02)
      Discontinued operations                                      (2.56)            (0.15)
                                                            ------------      ------------
      Loss before extraordinary item and cumulative
              effect of accounting change                          (2.53)            (0.17)
      Extraordinary item                                              --             (0.03)
      Cumulative effect of accounting change                          --             (0.05)
                                                            ------------      ------------
           Net loss                                         $      (2.53)     $      (0.25)
                                                            ============      ============

Diluted net (loss earnings per share:
      Earnings from continuing operations                   $       0.01      $      (0.02)
      Discontinued operations                                      (2.56)            (0.15)
                                                            ------------      ------------
      Loss before extraordinary item and cumulative
              effect of accounting change                          (2.55)            (0.17)
      Extraordinary item                                              --             (0.03)
      Cumulative effect of accounting change                          --             (0.05)
                                                            ------------      ------------
           Net loss                                         $      (2.55)     $      (0.25)
                                                            ============      ============

Weighted average common shares                                     9,777             7,889
                                                            ============      ============
Weighted average common and common share equivalents              35,921             7,889
                                                            ============      ============
</TABLE>


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


                                       5
<PAGE>


                        LUND INTERNATIONAL HOLDINGS, INC.

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

<TABLE>
<CAPTION>
                                                                       Nine Months Ended
                                                                       -----------------
                                                                September 30,      October 1,
                                                                    2001              2000
                                                                ------------      ------------
<S>                                                             <C>               <C>
Cash flows from operating activities:
  Net loss                                                      $    (24,759)     $     (1,939)
  Adjustments to reconcile net loss to net cash
     provided by operating activities:
        Depreciation                                                   3,066             3,508
        Amortization                                                   4,386             4,375
        Deferred income taxes                                             --              (722)
        Provision for (recovery of) doubtful accounts                    269              (323)
        Provision for inventory reserves                                 763             1,675
        Gain on disposal of property and equipment                        (4)              135
        Extraordinary loss on early extinguishment of debt                --               355
        Cumulative effect of accounting change                            --               647
        Discontinued operations                                       24,980             1,163
  Changes in operating assets and liabilities:
        Accounts receivable                                           (3,316)           (1,365)
        Inventories                                                    1,240             1,168
        Other assets                                                    (529)              (78)
        Accounts payable, trade                                        2,468            (1,463)
        Accrued expenses                                              (1,266)             (739)
        Other liabilities                                               (101)              (94)
                                                                ------------      ------------
        Net cash provided by operating activities                      7,197             6,303
                                                                ------------      ------------
Cash flows from investing activities:
   Purchases of property and equipment                                (2,183)           (2,501)
   Assets held for disposal                                           (2,447)           (4,170)
   Proceeds from sales of property and equipment                          28               234
                                                                ------------      ------------
        Net cash used in investing activities                         (4,602)           (6,437)
                                                                ------------      ------------
Cash flows from financing activities:
   Principal payments on long-term debt                              (37,523)          (26,113)
   Proceeds from long-term debt                                       30,169            27,082
   Proceeds from issuance of preferred stock                           5,000                --
   Checks issued against future deposits                              (1,629)             (973)
                                                                ------------      ------------
        Net cash used in financing activities                         (3,983)               (4)
                                                                ------------      ------------
        Net decrease in cash and temporary cash investments           (1,388)             (138)
Cash and temporary cash investments:
   Beginning of period                                                 1,854               448
                                                                ------------      ------------
   End of period                                                $        466      $        310
                                                                ============      ============
</TABLE>


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


                                       6
<PAGE>


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


A - Principles of Consolidation

The accompanying condensed consolidated financial statements include the
accounts of Lund International Holdings, Inc. and its subsidiaries, Lund
Industries, Incorporated, Deflecta-Shield Corporation and its subsidiaries, Auto
Ventshade and Smittybilt, Inc. (collectively referred to as the "Company"). The
condensed consolidated balance sheet as of September 30, 2001, and the condensed
consolidated statements of operations and cash flows for the three months and
nine months ended September 30, 2001 and October 1, 2000 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, 2000 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, 2000, which were included in the Company's Annual Report on Form 10-K dated
April 2, 2001.

The consolidated financial statements and accompanying notes are presented as
permitted by 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 - Recurring Losses and Management's Plan

During the years ended December 31, 2000, 1999, and 1998, the Company
experienced net losses of $7,726, $3,832 and $4,070, respectively. In addition,
the Company experienced a net loss of $24,759 for the nine months ended
September 30, 2001. As a result of these losses, the Company violated certain
financial covenants of its long-term debt arrangements in each of those years.
The Company has entered into a number of agreements during these years with its
lenders to waive such violations and to amend its agreements to reset financial
covenants.


                                       7
<PAGE>


Management expects to generate a net loss for the year ending December 30, 2001.
The Company has initiated plans to improve its operating results and cash flows
over 2000 levels through improved cost controls and manufacturing processes and
final integration of past acquisitions. In addition, the Company has initiated
steps to sell its Smittybilt, Inc. ("Smittybilt") and Trailmaster Products, Inc.
("Trailmaster") components, and its Anoka, Minnesota facility, using the
proceeds of the sales to reduce its borrowing under its loan facility. The
Company also received additional equity funding of $5,000 from Harvest Partners
III, LP on April 3, 2001 as required by the Second Amendment to the Capital Call
Agreement. However, the Company cannot predict with certainty that such
operating improvements or the sale of its business components or its Anoka
facility will occur or whether the Company will meet the revised financial
covenants in 2001 related to its debt agreements to continue with adequate
funding sources in 2001. In addition, beginning January 1, 2002, the financial
covenants established in the Company's original consolidated $106.5 million loan
facility again become operative. Management believes that, based upon current
operating forecasts, it will be unable to meet all of these original financial
covenants in 2002 and will need to further amend its debt agreements with its
lenders in the future.


C - Cumulative Effect of Accounting Change

During the fourth quarter of 2000, the Company changed its revenue recognition
policy with regard to product sales. The Company's previous policy stated that
revenue is recognized upon shipment of goods to customers. The new policy
recognizes that the risks and rewards of ownership in many transactions do not
substantively transfer to customers until the product has been delivered,
regardless of whether or not legal title has transferred. These new policies are
consistent with the guidance contained in Securities and Exchange Commission
Staff Accounting Bulletin No. 101, REVENUE RECOGNITION IN FINANCIAL STATEMENTS,
which became effective in the fourth quarter of 2000. The effect of this change
in revenue recognition policy, as of January 1, 2000, has been reported as the
cumulative effect of an accounting change in the first quarter of 2000.
Previously reported 2000 quarters have been restated to reflect the change. This
change did not have a significant effect on 2000 operating results.


D - Inventories

Inventories consisted of the following:

                                       September 30,    December 31,
                                           2001             2000
                                       ------------     ------------

Raw materials                          $      5,117     $      6,076
Finished goods and work in process            7,113            8,157
                                       ------------     ------------
                                       $     12,230     $     14,233
                                       ============     ============


                                       8
<PAGE>


E - Segment Reporting

The Company's business activities are organized around two primary business
units: light truck and automotive accessories, and heavy truck accessories.
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.

A summary of the Company's business activities reported by its two business
segments for the three month and nine month periods ended September 30, 2001 and
October 1, 2000 is as follows:

<TABLE>
<CAPTION>
                                Three Months Ended                  Nine Months Ended
                           -----------------------------     -----------------------------
                           September 30,     October 1,      September 30,     October 1,
                               2001             2000             2001             2000
                           ------------     ------------     ------------     ------------
<S>                        <C>              <C>              <C>              <C>
NET SALES:
  Light truck              $     35,441     $     33,563     $    100,046     $    105,187
  Heavy truck                     2,353            3,451            7,531           12,209
                           ------------     ------------     ------------     ------------
     Total                 $     37,794     $     37,014     $    107,577     $    117,396
                           ------------     ------------     ------------     ------------


INCOME FROM CONTINUING
OPERATIONS:
  Light truck              $      3,661     $      2,311     $      8,222     $      6,696
  Heavy truck                       129              507              528            2,569
                           ------------     ------------     ------------     ------------
     Total                 $      3,790     $      2,818     $      8,750     $      9,265
                           ============     ============     ============     ============
</TABLE>


F - 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 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.
Loss from discontinued operations per share does not include common stock
options, common stock warrants and convertible preferred stock ultimately
exercisable for the purchase of approximately 41,584,000 shares as of September
30, 2001.


                                       9
<PAGE>


G - Long-term Debt

Long-term debt consisted of the following:

<TABLE>
<CAPTION>
                                                       September 30,     December 31,
                                                           2001              2000
                                                       ------------      ------------
<S>                                                    <C>               <C>
Revolving credit facility                              $     17,144      $      9,277
Term loan A                                                   6,067            10,973
Term loan B                                                  17,221            20,545
Term loan C                                                  24,507            31,498
12.5% senior subordinate notes, net of unamortized
discount of $2,531 and  $2,893 at  September 30,
2001 and December 31, 2000, respectively                     22,469            22,106
                                                       ------------      ------------
                                                             87,408            94,399
Less current maturities                                     (87,408)          (16,313)
                                                       ------------      ------------
Long-term debt                                         $         --      $     78,086
                                                       ============      ============
</TABLE>

CREDIT AGREEMENT AND SECURITIES PURCHASE AGREEMENT

On March 23, 2001, the Company received a Waiver and Fifth Amendment ("Fifth
Amendment") to its consolidated $106.5 million loan facility which waived the
Company's defaults that existed up through and including December 31, 2000, for
the financial covenants established in the Waiver and Fourth Amendment to the
Company's credit facility. The Fifth Amendment resets financial covenants
through the period December 31, 2001. The Fifth Amendment also adds additional
financial covenants specific to one of the Company's operating units through
December 31, 2001. In addition, the Fifth Amendment reduces the maximum
revolving loan commitment by $5 million to $25 million through December 31,
2001. The Company incurred a fee of $233 in connection with the Fifth Amendment.

On January 28, 2000, the Company received a Waiver and Third Amendment ("Third
Amendment") to its Loan Facility which waived the Company's defaults that
existed up through and including December 31, 1999, for the financial covenants
established in the original agreements. In addition, the Third Amendment changed
the Company's financial performance covenants contained in these agreements for
the year 2000. The Third Amendment also added a one-quarter percent increase to
the top level of the floating rate interest pricing table in the event the
Company's indebtedness to earnings before interest, taxes, depreciation and
amortization ("EBITDA") ratio is greater than 5.50:1.00. The Company incurred a
fee of $250 in connection with the Amendment.

On November 14, 2000, the Company entered into a Capital Call Agreement (the
"Agreement") with Heller Financial ("Agent"), as agent on behalf of the lenders
related to the Loan Facility, and Harvest Partners III, LP ("Harvest Partners").
The Agreement called for up to $10 million in capital contributions to be made
by Harvest Partners or one of its affiliated entities if the Company did not
maintain its proposed ratio of senior indebtedness to EBITDA. The first capital
contribution of $5 million ("First Capital Call") was made in the form of
Preferred Stock - Series C by December 31, 2000. A second $5 million capital
contribution was to be required by December 31, 2001 if the Company did not
maintain compliance with the indebtedness ratio related to the Loan Facility.


                                       10
<PAGE>


On March 23, 2001, concurrent with the Fifth Amendment to the Loan Facility, the
Company entered into a Second Amendment to the Capital Call Agreement ("Second
Amendment"). The Second Amendment, which effectively amends an earlier
amendment, called for Harvest Partners or one of its affiliated entities to make
a $5 million contribution ("Second Capital Call") to equity by March 31, 2001.
Immediately following this contribution, the Company was required to apply the
total amount of the first and second capital calls aggregating $10 million to
reduce the outstanding principal balance of the term loans under the Loan
Facility. The Second Capital Call and the subsequent application of the $10
million to reduce the principal balance of the term loans transpired on April 3,
2001. The Second Amendment also requires that, in the event that a priority
default, as defined, occurs as a result of a breach of financial covenants under
the Loan Facility, then Harvest Partners or one of its affiliated entities will
be required to make a contribution to the Company in the amount of the interest
payment made under the 12.5% Senior Subordinated Notes on August 31, 2001
("Third Capital Call"), which shall be applied to reduce the outstanding balance
of the revolving loan. If on or after July 31, 2001, the Company's ratio of
indebtedness to EBITDA, as defined, is less than 3.00:1.00, Harvest Partners
shall be relieved of its obligation to make payment of the Third Capital Call.

The Loan Facility, as last amended on March 23, 2001, contains certain
restrictive financial covenants, including limitations on incurring debt,
capital expenditures, operating leases, mergers or consolidations, acquisitions
and transactions with affiliates. In addition, the Company must maintain minimum
EBITDA levels and meet certain fixed charge, interest and indebtedness to EBITDA
ratios. In addition, certain financial covenants are specific to one of the
Company's operating units. The reset financial covenants provided for in the
Fifth Amendment relate to the period through December 31, 2001. Beginning
January 1, 2002, the financial covenants, established in the original Loan
Facility agreements, again become operative. Based on current operating
forecasts, management believes that it will be unable to meet all of these
original financial covenants in 2002 and will need to further amend its Loan
Facility agreements with its lenders in the future.

Accordingly, the Company has classified its borrowing under its consolidated
$106.5 million loan facility and its 12.5% Senior Subordinated Notes as current
liabilities at September 30, 2001.

As of July 1, 2001, the Company's Smittybilt subsidiary was unable to meet its
financial covenant established in the Fifth Amendment. The default on this
financial covenant did not constitute an event of default of the Company's
financial covenants. However, this default did require the Company to engage a
financial advisor acceptable to the Agent to review various strategic
alternatives with the intent of determining an approach or series of approaches
for Smittybilt. Accordingly, the Company engaged Houlihan, Lokey, Howard and
Zukin ("Houlihan") as its financial advisor in this matter. During the third
quarter, Houlihan completed its review of both the Company's Smittybilt and
Trailmaster components. As a result of this review, the Company recommended to
its Board of Directors to divest the Smittybilt and Trailmaster components using
Houlihan as its exclusive investment banker in this divestiture.


                                       11
<PAGE>


H - Discontinued Operations

In August, 2001, the Company's Board of Directors elected to divest the
Company's Smittybilt and Trailmaster subsidiaries. The Company has engaged
Houlihan to sell these subsidiaries as soon as practicable.

In connection with the decision to dispose of these components, the Company
incurred an impairment charge of $21,319, net of income taxes. The disposition
of this disposal group has been classified as discontinued operations in the
consolidated statements of operations. The Trailmaster and Smittybilt operating
components were previously presented in the "Suspension" and "Light Truck"
segments, respectively.

The Company adopted Statement of Financial Accounting Standards No. 144,
ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS, effective
January 1, 2001. The Company's financial information has been reclassified for
comparative purposes for all periods presented.


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, and an additional deposit of
$3,182 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 Series B Preferred Stock

On February 28, 2001, LIH Holdings III, LLC converted 226,935.6 shares of Series
B Preferred Stock to 2,269,356 shares of common stock. LIH Holdings III, LLC is
an affiliate of Harvest Partners, and as a result of this transaction, increased
its ownership to 67% of the Company's voting Common Stock with this transaction.


K - SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities"

The Company adopted SFAS No. 133 on January 1, 2001, and its adoption did not
have a material effect on the Company's financial position or results of
operations.


                                       12
<PAGE>


L - SFAS No. 141 "Business Combinations" and SFAS No. 142 "Goodwill and Other
Intangible Assets"

The Company will adopt SFAS No. 141 and SFAS No. 142 for the fiscal year
beginning December 31, 2001. However, management believes that adoption of these
pronouncements will not have a material effect on the Company's financial
position or results of operations.


                                       13
<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"), Auto Ventshade ("Auto
Ventshade"), and Smittybilt, Inc. ("Smittybilt") designs, manufactures and
distributes aftermarket automotive accessories and other products for light and
heavy duty trucks, sport utility vehicles, vans and passenger cars. 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 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
and supplies suspension systems for light trucks.

As of July 1, 2001, the Company's Smittybilt subsidiary was unable to meet its
financial covenant established in the Fifth Amendment. The default on this
financial covenant did not constitute an event of default of the Company's
financial covenants. However, this default did require the Company to engage a
financial advisor acceptable to the Agent to review various strategic
alternatives with the intent of determining an approach or series of approaches
for Smittybilt. Accordingly, the Company engaged Houlihan, Lokey, Howard and
Zukin ("Houlihan") as its financial advisor in this matter. During the third
quarter, Houlihan completed its review of both the Company's Smittybilt and
Trailmaster components. As a result of this review, the Company recommended to
its Board of Directors to divest the Smittybilt and Trailmaster components using
Houlihan as its exclusive investment banker in this divestiture. In August,
2001, the Company's Board of Directors elected to divest these components.


                                       14
<PAGE>


RESULTS OF OPERATIONS:

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
                                            -----------------------------------------------------------
                                                September 30, 2001                 October 1, 2000
<S>                                         <C>                 <C>          <C>                 <C>
Net sales                                   $  37,794           100.0%       $  37,014           100.0%
Gross profit                                   12,270            32.5           11,227            30.3
General and administrative                      3,330             8.8            2,884             7.8
Selling and marketing                           3,395             9.0            3,787            10.2
Research and development                          579             1.5              562             1.5
Amortization of intangibles                     1,176             3.1            1,176             3.2
Operating income                                3,790            10.0            2,818             7.6
Other expense, net                             (2,412)           (6.4)          (3,223)           (8.7)
Income tax (expense) benefit                      (30)           (0.1)             421             1.1
Discontinued operations                       (22,305)          (59.0)          (1,415)           (3.8)
Net loss                                    $ (20,957)          (55.5%)      $  (1,399)           (3.8%)

<CAPTION>
                                                                 Nine Months Ended
                                            -----------------------------------------------------------
                                                September 30, 2001                 October 1, 2000
<S>                                         <C>                 <C>          <C>                 <C>
Net sales                                   $ 107,577           100.0%       $ 117,396           100.0%
Gross profit                                   33,913            31.5           35,299            30.1
General and administrative                     10,184             9.5            9,304             7.9
Selling and marketing                           9,875             9.2           11,568             9.9
Research and development                        1,576             1.5            1,645             1.4
Amortization of intangibles                     3,528             3.3            3,517             3.0
Operating income                                8,750             8.1            9,265             7.9
Other expense, net                             (8,439)           (7.8)          (9,602)           (8.2)
Income tax (expense) benefit                      (90)           (0.1)             196             0.2
Discontinued operations                       (24,980)          (23.2)          (1,163)           (1.0)
Extraordinary loss                                 --              --             (225)           (0.2)
Cumulative effect of accounting change             --              --             (410)           (0.3)
Net loss                                    $ (24,759)          (23.0%)      $  (1,939)           (1.7%)
</TABLE>


THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THREE MONTHS ENDED OCTOBER 1,
2000

NET SALES: Consolidated net sales for the three months ended September 30, 2001
were $37,794, an increase of $780, or 2.1%, compared to consolidated net sales
of $37,014 for the three months ended October 1, 2000. Light Truck and
Automotive Accessories increased $1,878, or 5.6%, primarily in the aftermarket
hoodshield business. The gains made in hoodshield sales were offset by declines
in aluminum storage boxes and fiberglass manufactured products. Heavy Truck
Accessories sales continued to decline across all product categories. Sales
continue to be depressed as the slowdown in production of Class 8 weight
vehicles has failed to rebound in 2001 from a weak second half in 2000. Sales in
the Heavy Truck segment were down 32% from the comparable quarter in 2000.


                                       15
<PAGE>


COST OF GOODS SOLD AND GROSS PROFIT: The gross profit margin for the three
months ended September 30, 2001 was 32.5% of net sales, compared to 30.3% of net
sales for the three months ended October 1, 2000. The three months ended
September 30, 2001 reflected a gross margin increase of 2.2%. Compared to the
prior year, the increase was primarily caused by the reduction in manufacturing
overheads, price adjustments, slight productivity improvements and a more
favorable sales mix. The majority of this margin improvement occurred in the
Light Truck and Automotive Accessories business unit with Heavy Truck recording
only a modest gain.

GENERAL AND ADMINISTRATIVE EXPENSES: General and administrative expenses were
$3,330, or 8.8% of net sales, for the three months ended September 30, 2001,
compared to $2,884, or 7.8% of net sales, for the comparable three month period
ended October 1, 2000. General and administrative expenses increased by $446 in
the third quarter 2001 versus the same period last year. The majority of this
increase resulted from restructuring charges of $601 related to the relocation
of the Company's Anoka, Minnesota distribution center to Lawrenceville, Georgia
and consulting fees associated with the Company's plan to divest its Smittybilt
and Trailmaster components. Third quarter restructuring costs declined by 40%
over the second quarter.

SELLING AND MARKETING EXPENSES: Selling and marketing expenses were $3,395, or
9.0% of net sales, for the three months ended September 30, 2001, compared to
$3,787, or 10.2% of net sales, for the three months ended October 1, 2000. This
decline resulted from reduced promotional spending and positive gains resulting
from the reorganization of the sales and marketing function within the Company's
Light Truck and Automotive Accessories businesses.

RESEARCH AND DEVELOPMENT EXPENSES: Research and development expenses were $579,
or 1.5% of net sales, for the three months ended September 30, 2001, compared to
$562, or 1.5% of net sales, for the three months ended October 1, 2000. The
slight increase in product development spending occurred in the Company's Light
Truck and Automotive Accessories Division. The Company is continuing to add
engineering resources to support its growth through new applications in the
aftermarket.

AMORTIZATION OF INTANGIBLES: Amortization expense was $1,176 for the three
months ended September 30, 2001, and for the three months ended October 1, 2000.
There was no change in this expense since there have been no additional
acquisitions made since January 1999.

INCOME FROM OPERATIONS: Income from operations for the three months ended
September 30, 2001 was $3,790 or 10.0%, compared to $2,818, or 7.6% of net sales
for the period ended October 1, 2000. The favorable operating income performance
was the result of a 2.1% increase in sales volume, improved profit margins and a
slight decrease in operating expenses.

OTHER EXPENSE, NET: Other expense, net, was $2,412 for the three months ended
September 30, 2001, compared to $3,223 for the three months ended October 1,
2000. The decrease in interest expense was primarily the result of lower
interest rates and lower debt levels in the third quarter of 2001, versus the
comparable period in 2000.

INCOME TAX EXPENSE: For the three months ended September 30, 2001, the Company
recorded a nominal tax expense of $30 for state taxes. Tax benefit of $421 was
recorded in the quarter ended October 1, 2000 as a result of the net loss
generated.


                                       16
<PAGE>


NET LOSS: The Company's net loss for the three months ended September 30, 2001
was $20,957, or $(2.04) per share. This compares to net loss of $1,399, or
$(0.18) per share for the three month period ended October 1, 2000. The
unfavorable net loss compared to the comparable period in 2000 was the result of
the Company's recording an impairment charge from discontinued operations for
its Smittybilt and Trailmaster components which it has decided to sell. The
Company had income of $1,348 or $0.13 per share from continuing operations in
the third quarter of 2001. Compared to the same quarter in the prior year, the
Company had income of $16, or $0.00 per share, from continuing operations before
extraordinary item and cumulative effect of accounting change. The favorable
income from continuing operations over the same period in 2000 resulted from
higher gross profit margins and lower interest expense.


NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO NINE MONTHS ENDED OCTOBER 1,
2000

NET SALES: Consolidated net sales for the nine months ended September 30, 2001
were $107,577, a decrease of $9,819 or 8.4% compared to consolidated net sales
of $117,396 for the nine months ended October 1, 2000. Light Truck and
Automotive Accessories declined $5,141 or 4.9% in comparing both periods. Most
of the decline occurred in the sale of aluminum and fiberglass products. The
Heavy Truck Accessories sales reflect broad declines as Class 8 weight vehicle
production remains in a depressed state as a carryover from the second half of
2000. The Company's heavy truck accessory products are sold primarily to
original equipment manufacturers that are experiencing 40% declines in demand
for Class 8 weight vehicles. The Company's Heavy Truck business unit sales have
declined 38% from the same period in 2000.

COST OF GOODS SOLD AND GROSS PROFIT: The gross profit margin for the nine months
ended September 30, 2001 was 31.5% of net sales, compared to 30.1% of net sales
for the nine months ended October 1, 2000. The 1.4% increase in gross profit
margin resulted primarily from price adjustments, productivity improvements,
reductions in manufacturing costs and a more favorable sales mix.

GENERAL AND ADMINISTRATIVE EXPENSES: General and administrative expenses were
$10,184 or 9.5% of net sales for the nine month period ended September 30, 2001,
compared to $9,304, or 7.9% of net sales for the nine month period ended October
1, 2000. The increase in general and administrative expenses of $880 was caused
entirely by restructuring charges of $2,226, which were $1,115 higher than the
comparable period in 2000. The restructuring charges in 2001 pertained to the
relocation of the Company's Anoka, Minnesota distribution center, consulting
fees related to reorganizing the Company's loan agreement and divestiture of its
Smittybilt and Trailmaster components.

SELLING AND MARKETING EXPENSES: Selling and marketing expense were $9,875, or
9.2% of net sales for the nine months ended September 30, 2001, compared to
$11,568, or 9.9% of net sales for the nine months ended October 1, 2000. The
reduction of $1,693 corresponds to the lower sales volumes and reduced
promotional spending in targeted areas intended to have a nominal impact on
sales revenue.


                                       17
<PAGE>


RESEARCH AND DEVELOPMENT EXPENSES: Research and development expenses were
$1,576, or 1.5% of net sales for the nine months ended September 30, 2001,
compared to $1,645, or 1.4% of net sales for the nine months ended October 1,
2000. The Company is increasing its effort to improve its engineering
capabilities in support of growth.

AMORTIZATION OF INTANGIBLES: Amortization expense was $3,528 for the nine months
ended September 30, 2001, compared to $3,517 for the nine months ended October
1, 2000. There is no appreciable difference in this expense since the Company
did not make any acquisitions in 2000.

INCOME FROM OPERATIONS: Income from operations for the nine months ended
September 30, 2001 was $8,750, or 8.1% of net sales, compared to $9,265, or 7.9%
of net sales for the nine months ended October 1, 2000. Operating income
declined by $515 on $9,819 lower sales volume. On a percentage basis, income
from operations improved slightly as the effect of lower sales volumes were
positively impacted by improved operating margins and reduced sales and
marketing expenses.

OTHER EXPENSE, NET: Other expense, net, was $8,439 for the nine months ended
September 30, 2001, compared to $9,602 for the nine months ended October 1,
2000. The decrease in interest expense was primarily the result of lower
interest rates and lower debt levels in the 2001 period.

INCOME TAX EXPENSE: For the nine months ended September 30, 2001, the Company
recorded a nominal tax expense of $90 for state taxes. Tax benefits resulting
from the nine month 2001 loss were offset by a valuation allowance against the
Company's net deferred tax asset. Tax benefit of $196 was recorded in the nine
months ended October 1, 2000 as a result of a loss generated before an
extraordinary item and the cumulative effect of an accounting change.

NET LOSS: The Company's net loss for the nine months September 30, 2001 was
$24,759 or $(2.53) per share. This compares to a net loss of $1,939, or $(0.25)
per share for the nine months ended October 1, 2000. The unfavorable net loss
compared to the comparable period in 2000 was mainly the result of the Company
recording a third quarter impairment charge from discontinued operations for its
Smittybilt and Trailmaster components which it has decided to sell. The Company
had income of $221 or $0.03 per share from continuing operations for the nine
months ended September 30, 2001. Compared to the same nine month period in the
prior year the Company had a $141 loss or $(0.02) per share from continuing
operations before extraordinary item and cumulative effect of accounting change.
The $363 improvement over the same period in 2000 resulted primarily from lower
interest expense.


LIQUIDITY AND CAPITAL RESOURCES:

Cash provided by operating activities was $7,197 for the nine months ended
September 30, 2001, compared to cash provided by operating activities of $6,303
for the nine months ended October 1, 2000. This resulted from a larger income
before discontinued operations and positive changes in working capital for the
period ended September 30, 2001 compared to the prior year period.

Cash used in investing activities of $4,602 for the nine month period ended
September 30, 2001 compares to cash used in investing activities of $6,437 for
the nine month period ended October 1, 2000. Purchases of property and equipment
were slightly lower for the period ended September 30, 2001, compared to the
prior year period, and changes in the net assets held for disposal were also
favorable compared to the prior year period.


                                       18
<PAGE>


Cash used in financing activities was $3,983 in the nine months ended September
30, 2001, compared to cash used in financing activities of $4 in the nine months
ended October 1, 2000. The net cash used in financing activities in 2001
resulted from principal payments on long-term debt, offset by the issuance of
$5,000 of preferred stock.

Management believes that in 2001 its $25 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
September 30, 2001, the Company had borrowed $17,144 under its revolving credit
line and had additional availability of $5,896. In the month of April as a
condition of its Amended Capital Call Agreement, the Company was required to pay
down an additional $5 million of its term loans. This amount was borrowed from
the Company's revolving line of credit.

Consolidated assets have decreased $29,424 from $208,636 at December 31, 2000 to
$179,212 at September 30, 2001. The decrease in assets reflects primarily the
impairment loss of $21,319 relating to the Company's Anoka, Minnesota facility
and the Company's Smittybilt and Trailmaster assets. In addition, amortization
of intangibles, depreciation of property plant and equipment and a slight
decrease in working capital also contributed to the decrease in consolidated
assets.

During the years ended December 31, 2000, 1999, and 1998, the Company
experienced net losses of $7,726, $3,832 and $4,070, respectively. In addition,
the Company experienced a net loss of $24,759 for the nine months ended
September 30, 2001. As a result of these losses, the Company violated certain
financial covenants of its long-term debt arrangements in each of those years.
The Company has entered into a number of agreements during these years with its
lenders to waive such violations and to amend its agreements to reset financial
covenants.

Management expects to generate a net loss for the year ending December 30, 2001.
The Company has initiated plans to improve its operating results and cash flows
over 2000 levels through improved cost controls and manufacturing processes and
final integration of past acquisitions. In addition, the Company has initiated
steps to sell its Smittybilt and Trailmaster components, and its Anoka,
Minnesota facility, using the proceeds of the sales to reduce its borrowing
under its loan facility. The Company also received additional equity funding of
$5,000 from Harvest Partners III, LP on April 3, 2001 as required by the Second
Amendment to the Capital Call Agreement. However, the Company cannot predict
with certainty that such operating improvements or the sale of its business
components or its Anoka facility will occur, or whether the Company will meet
the revised financial covenants in 2001 related to its debt agreements to
continue with adequate funding sources in 2001. In addition, beginning January
1, 2002, the financial covenants established in the Company's original
consolidated $106.5 million loan facility again become operative. Management
believes that, based upon current operating forecasts, it will be unable to meet
all of these original financial covenants in 2002 and will need to further amend
its debt agreements with its lenders in the future.


                                       19
<PAGE>


OUTLOOK:

On October 2, 2001, the Company announced its plans to divest two of its
component entities. This decision was reached as the result of the findings of
an analysis performed by the firm of Houlihan, Lokey, Howard and Zukin
("Houlihan"). The Company engaged Houlihan during the third quarter to perform a
strategic alternatives review of its Smittybilt (tubular steel) and Trailmaster
(suspension) businesses. This review was required as a result of Smittybilt
being unable to meet its financial covenant established as a part of the Fifth
Amendment to the Company's loan agreement. As a result of the decision to divest
Smittybilt and Trailmaster and exit the tubular steel and suspension product
categories, Houlihan has been hired as the Company's exclusive agent to lead in
the sale of these components.

At the time of the filing of this third quarter 10Q, the Company, along with
Houlihan, is engaged in interviewing interested potential buyers for these
components. The Company does not anticipate the final selection and due
diligence process for the sale of these components to be concluded until
sometime during the first half of 2002.

During the first nine months of 2001, the demand for the Company's products
continued to be negatively impacted by uncertain economic conditions. On a
continuing operations basis, the Company experienced a 2.1% increase in the
third quarter net sales over the same period in 2000. Year-to-date net sales for
the period ended September 30, 2001, were lower by 8.4% to the comparable 2000
period. This decline in demand for the Company's products is expected to
continue through the final quarter of 2001.

In response to reduced volumes, the Company will continue to focus on reducing
its operating and product costs to minimize the impact on its operating profit.
In addition, the Company will continue to improve its use of working capital and
contain capital expenditures in order to reduce debt and interest costs.

As indicated in the second quarter 10Q, the Company is in the process of selling
its Anoka, Minnesota facility. This location which was once a manufacturing and
distribution facility currently houses some administrative offices. The
manufacturing and distribution operations have been either outsourced or
relocated as a part of the Company's restructuring activities. Once a sale is
completed, the proceeds will be used to reduce the Company's debt.

Although the first nine months operating performance has been disappointing, the
Company continues to improve its financial position. The Company has implemented
major initiatives during 2001 to reduce costs, improve operating efficiencies
and reorganize its sales and marketing functions around its distribution
channels. All of these efforts have helped to better position the Company versus
its competition in a very demanding marketplace. In addition, the eventual sale
of its Smittybilt and Trailmaster components will allow the Company to focus
more management time and capital investment on its more profitable product
lines.

The Company's long term strategy has not changed. It intends to take advantage
of industry consolidation by providing customers in each distribution channel
the best competitive alternatives for its products with the support of superior
product quality, customer service, and organizational flexibility to respond to
changes in the marketplace.


                                       20
<PAGE>


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 September 30, 2001. 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. However, price competition, 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, 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 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:

           None

----


(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 14, 2001

                                      LUND INTERNATIONAL HOLDINGS, INC.
                                      (Registrant)



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

                                      By:  /s/ Reginald D. Fields
                                           -------------------------------------
                                           Reginald D. Fields
                                           Chief Financial Officer


                                       23