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 July 1, 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 July 31, 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



<TABLE>
<CAPTION>
                                                                                                          Page
                                                                                                         Number
                                                                                                         ------
<S>                                                                                                         <C>
PART I.           FINANCIAL INFORMATION

Item 1.           Financial Statements

                  Condensed Consolidated Balance Sheets                                                     1-2
                  July 1, 2001 (Unaudited) and December 31, 2000

                  Condensed Consolidated Statements of Operations (Unaudited)                                3
                  Three Months Ended July 1, 2001 and July 2, 2000

                  Condensed Consolidated Statements of Operations (Unaudited)                                4
                  Six Months Ended July 1, 2001 and July 2, 2000

                  Condensed Consolidated Statements of Cash Flows (Unaudited)                                5
                  Six Months Ended July 1, 2001 and July 2, 2000

                  Notes to Condensed Consolidated Financial Statements (Unaudited)                          6-11


Item 2.           Management's Discussion and Analysis of Financial                                        12-19
                  Condition and Results of Operations

PART II.          OTHER INFORMATION

Item 1.           Legal Proceedings                                                                          20

Item 5.           Other Information                                                                          20

Item 6.           Exhibits and Reports on Form 8-K                                                           20

                  Signatures                                                                                 21

</TABLE>


<PAGE>



PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                        LUND INTERNATIONAL HOLDINGS, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (in thousands)

                                                          July 1,   December 31,
                                                           2001        2000
                                                         --------   --------
                                                       (unaudited)

ASSETS

Current assets:
      Cash and  temporary cash investments               $    312   $  1,854
      Accounts receivable, net                             32,461     27,526
      Inventories                                          21,508     24,935
      Deferred income taxes                                 3,669      3,669
      Other current assets                                  1,724        686
                                                         --------   --------
         Total current assets                              59,674     58,670

Property and equipment, net                                27,094     27,828
Intangibles, net                                          116,535    119,178
Other assets                                                2,633      2,960
                                                         --------   --------
         Total assets                                    $205,936   $208,636
                                                         ========   ========



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




                                       1
<PAGE>



                        LUND INTERNATIONAL HOLDINGS, INC.

                CONDENSED CONSOLIDATED BALANCE SHEETS, CONTINUED
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                  July 1,  December 31,
                                                                                    2001      2000
                                                                                  --------   --------
                                                                                (unaudited)
<S>                                                                               <C>        <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable, trade                                                      $ 10,246   $  9,032
     Accrued expenses                                                               12,173     14,450
     Long-term debt, current portion                                                92,414     16,704
                                                                                  --------   --------
        Total current liabilities                                                  114,833     40,186

Long-term debt, less current portion                                                   345     78,654
Deferred income taxes                                                                3,669      3,669
Other liabilities                                                                      463        530
                                                                                  --------   --------
     Total liabilities                                                             119,310    123,039
                                                                                  --------   --------
Commitments and contingencies

Stockholders' equity:
     Preferred stock-Series B, $.01 stated value; authorized 363 shares; 78 and
        305 issued and outstanding at July 1, 2001 and December 31, 2000,
        respectively                                                                     1          3
     Preferred stock-Series C, $.01 par value; authorized 30 shares; 10 issued
       and outstanding at July 1, 2001 and December 31, 2000                            --         --
     Common stock, $.10 par value;
        Authorized 25,000 shares; 10,267 and 7,998 issued and Outstanding at
        July 1, 2001 and December 31, 2000, respectively                             1,027        800
     Additional paid-in capital                                                     74,053     69,278
     Retained earnings                                                              11,545     15,516
                                                                                  --------   --------
        Total stockholders' equity                                                  86,626     85,597
                                                                                  --------   --------
        Total liabilities and stockholders' equity                                $205,936   $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
                                                       --------------------
                                                        July 1,     July 2,
                                                         2001        2000
                                                       --------    --------
<S>                                                    <C>         <C>
Net sales                                              $ 43,864    $ 51,064
Cost of goods sold                                       31,772      36,554
                                                       --------    --------
     Gross profit                                        12,092      14,510

Operating expenses
     General and administrative                           3,803       3,640
     Selling and marketing                                4,342       5,053
     Research and development                               688         557
     Amortization of intangibles                          1,335       1,336
                                                       --------    --------
        Total operating expenses                         10,168      10,586

Income from operations                                    1,924       3,924

Interest expense                                         (2,715)     (3,247)
Interest income and other, net                              (42)         33
                                                       --------    --------

(Loss) income before income taxes                          (833)        710
Income tax expense                                           30         408
                                                       --------    --------

           Net (loss) income                           $   (863)   $    302
                                                       ========    ========


Basic net (loss) income per share                      $  (0.08)   $   0.04
                                                       ========    ========
Diluted net (loss) income per share                    $  (0.08)   $   0.03
                                                       ========    ========

Weighted average common shares                           10,267       7,868
                                                       ========    ========
Weighted average common and common equivalent shares     10,267      11,623
                                                       ========    ========
</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>
                                                                 Six Months Ended
                                                               --------------------
                                                                July 1,     July 2,
                                                                 2001        2000
                                                               --------    --------
<S>                                                            <C>         <C>
Net sales                                                      $ 83,191    $ 97,463
Cost of goods sold                                               60,976      69,768
                                                               --------    --------
     Gross profit                                                22,215      27,695

Operating expenses
     General and administrative                                   8,045       7,450
     Selling and marketing                                        8,076       9,528
     Research and development                                     1,275       1,282
     Amortization of intangibles                                  2,670       2,653
                                                               --------    --------
        Total operating expenses                                 20,066      20,913

Income from operations                                            2,149       6,782

Interest expense                                                 (6,029)     (6,509)
Interest income and other, net                                      (32)         47
                                                               --------    --------
(Loss) income before income taxes, extraordinary item, and
      cumulative effect of accounting change                     (3,912)        320
Income tax expense                                                   60         225
                                                               --------    --------
(Loss) income before extraordinary item and cumulative
      effect of accounting change                                (3,972)         95
Extraordinary item,  net of income taxes of $130                      -        (225)
                                                               --------    --------
Loss before cumulative effect of accounting change               (3,972)       (130)
Cumulative effect of accounting change, net of
      income taxes of $237                                            -        (410)
                                                               --------    --------
           Net loss                                            $ (3,972)   $   (540)
                                                               ========    ========

Basic and diluted net (loss) income per share:
      (Loss) income before extraordinary item and cumulative
               effect of accounting change                     $  (0.42)   $   0.01
      Extraordinary item                                              -       (0.03)
      Cumulative effect of accounting change                          -       (0.05)
                                                               --------    --------
           Net loss                                            $  (0.42)   $  (0.07)
                                                               ========    ========

Weighted average common shares                                    9,532       7,836
                                                               ========    ========
Weighted average common and common equivalent shares              9,532       7,836
                                                               ========    ========

</TABLE>

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




                                       4
<PAGE>

                        LUND INTERNATIONAL HOLDINGS, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                           Six Months Ended
                                                                         --------------------
                                                                          July 1,     July 2,
                                                                           2001        2000
                                                                         --------    --------
<S>                                                                      <C>         <C>
Cash flows from operating activities:
  Net loss                                                               $ (3,972)   $   (540)
  Adjustments to reconcile net loss to net cash (used in) provided by
     operating activities:
        Depreciation                                                        2,717       2,909
        Amortization                                                        3,242       3,226
        Deferred income taxes                                                   -        (286)
        Provision for (recovery of) doubtful accounts                         189        (172)
        Provision for inventory reserves                                      619       1,526
        Gain on disposal of property and equipment                             (4)         (7)
  Changes in operating assets and liabilities:
        Accounts receivable                                                (5,124)     (3,832)
        Inventories                                                         2,809      (1,415)
        Other assets                                                       (1,069)       (282)
        Accounts payable, trade                                             1,214         833
        Accrued expenses                                                   (1,536)       (616)
        Other liabilities                                                     (66)        (28)
                                                                         --------    --------
        Net cash (used in) provided by operating activities                  (981)      1,316
                                                                         --------    --------
Cash flows from investing activities:
   Purchases of property and equipment                                     (2,007)     (1,934)
   Restricted cash                                                              -       3,387
   Proceeds from sales of property and equipment                               28         166
                                                                         --------    --------
        Net cash (used in) provided by investing activities                (1,979)      1,619
                                                                         --------    --------
Cash flows from financing activities:
   Principal payments on long-term debt                                   (26,417)    (17,440)
   Proceeds from long-term debt                                            23,575      15,709
   Proceeds from issuance of preferred stock                                5,000           -
   Checks issued against future deposits                                     (740)       (956)
                                                                         --------    --------
        Net cash provided by (used in) financing activities                 1,418      (2,687)
                                                                         --------    --------
        Net (decrease) increase in cash and temporary cash investments     (1,542)        248
Cash and temporary cash investments:
   Beginning of period                                                      1,854         448
                                                                         --------    --------
   End of period                                                         $    312    $    696
                                                                         ========    ========
  Supplemental Cash Flow Information
            Cash paid for:
                     Interest                                            $  5,246    $  6,096
                                                                         ========    ========
                     Income taxes                                        $    162    $    182
                                                                         ========    ========
</TABLE>

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





                                       5
<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 July 1, 2001, and the condensed
consolidated statements of operations and cash flows for the three months and
six months ended July 1, 2001 and July 2, 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 $3,972 for the six months ended July 1,
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.





                                       6
<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 expects to
further consolidate its manufacturing and distribution facilities and sell its
Anoka, Minnesota facility, using the proceeds of the sale 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 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, that it will not be able 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:
<TABLE>
<CAPTION>

                                       July 1,    December 31,
                                        2001         2000
                                     ----------   ----------
<S>                                  <C>          <C>
Raw materials                        $    8,315   $    9,618
Finished goods and work in process       13,193       15,317
                                     ----------   ----------
                                     $   21,508   $   24,935
                                     ==========   ==========
</TABLE>








                                       7
<PAGE>



E - Segment Reporting

The Company's business activities are organized around three primary business
units: light truck and automotive accessories, suspension products 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 three business
segments for the three month and six month periods ended July 1, 2001 and July
2, 2000 is as follows:


<TABLE>
<CAPTION>
                             Three Months Ended          Six Months Ended
                             ------------------          ----------------
                            July 1,      July 2,       July 1,       July 2,
                             2001         2000          2001          2000
                          ----------    ----------   ----------    ----------
<S>                       <C>           <C>          <C>           <C>
NET SALES:
  Light truck             $   38,661    $   42,854   $   72,679    $   81,480
  Heavy truck                  2,740         4,505        5,178         8,758
  Suspension                   2,463         3,705        5,334         7,225
                          ----------    ----------   ----------    ----------
     Total                $   43,864    $   51,064   $   83,191    $   97,463
                          ----------    ----------   ----------    ----------

INCOME FROM OPERATIONS:
  Light truck             $    1,991    $    1,985   $    2,223    $    3,486
  Heavy truck                    444         1,289          555         2,169
  Suspension                    (511)          650         (629)        1,127
                          ----------    ----------   ----------    ----------
     Total                $    1,924    $    3,924   $    2,149    $    6,782
                          ==========    ==========   ==========    ==========

</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.
Net loss per share does not include common stock options, common stock warrants
and convertible preferred stock ultimately exercisable for the purchase of
approximately 23,970,000 shares as of July 1, 2001.







                                       8
<PAGE>




G - Comprehensive income (loss)

There were no comprehensive income (loss) items in the three months ended July
1, 2001 or July 2, 2000.


H - Long-term Debt

Long-term debt consisted of the following:

<TABLE>
<CAPTION>
                                                                July 1,      December 31,
                                                                 2001          2000
                                                              ----------    ----------
<S>                                                           <C>           <C>
Revolving credit facility                                     $   20,252    $    9,277
Term loan A                                                        7,051        10,973
Term loan B                                                       17,241        20,545
Term loan C                                                       25,131        31,498
12.5% senior subordinate notes, net of unamortized discount
of  $2,652 and  $2,893 at  July 1, 2001 and
December 31, 2000, respectively                                   22,348        22,106
Capital lease obligations                                            736           959
                                                              ----------    ----------
                                                                  92,759        95,358
Less current maturities                                          (92,414)      (16,704)
                                                              ----------    ----------
Long-term debt                                                $      345    $   78,654
                                                              ==========    ==========
</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




                                       9
<PAGE>

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.

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 subsequent to
the payment by the Company of interest due under the 12.5% Senior Subordinated
Notes on August 31, 2001, 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 such interest payment made 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 3.0:1.00, 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. Management believes that, based
upon current operating forecasts, 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 July 1, 2001.

As of July 1, 2001, the Company's Smittybilt business unit was unable to meet
its financial covenant established in the Fifth Amendment. The default on this
financial covenant does not constitute an event of default of the Company's
financial covenants. This default does, however, 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 the Smittybilt business. Accordingly, the Company has engaged Houlihan,
Lokey, Howard and Zukin as its financial advisor in this matter. As of the date
of this filing, results of the findings of the financial advisor were not
complete. The Company's ultimate choice of strategies based on these findings
may require it to materially change the business unit's method of operations, or
could potentially result in the divestiture of the unit.



                                       10
<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, 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.


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 would not have a material effect on the Company's financial
position or results of operations.



                                       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"), 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 business unit was unable to meet
its financial covenant established in the Fifth Amendment. The default on this
financial covenant does not constitute an event of default of the Company's
financial covenants. This default does, however, 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 the Smittybilt business. Accordingly, the Company has engaged Houlihan,
Lokey, Howard and Zukin as its financial advisor in this matter. As of the date
of this filing, results of the findings of the financial advisor were not
complete. The Company's ultimate choice of strategies based on these findings
may require it to materially change the business unit's method of operations, or
could potentially result in the divestiture of the unit.














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<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
                                                         ------------------------------------------------------------------------
                                                                 July 1, 2001                               July 2, 2000

<S>                                                           <C>              <C>                       <C>              <C>
Net sales                                                     $43,864          100.0%                    $51,064          100.0%
Gross profit                                                   12,092            27.6                     14,510            28.4
General and administrative                                      3,803             8.7                      3,640             7.1
Selling and marketing                                           4,342             9.9                      5,053             9.9
Research and development                                          688             1.6                        557             1.1
Amortization of intangibles                                     1,335             3.0                      1,336             2.6
Income from operations                                          1,924             4.4                      3,924             7.7
Other expense, net                                            (2,757)           (6.3)                    (3,214)           (6.3)
Income tax expense                                               (30)           (0.1)                      (408)           (0.8)
Net (loss) income                                              ($863)          (2.0%)                       $302            0.6%


                                                                                    Six Months Ended
                                                         ------------------------------------------------------------------------
                                                                 July 1, 2001                               July 2, 2000

Net sales                                                     $83,191          100.0%                    $97,463          100.0%
Gross profit                                                   22,215            26.7                     27,695            28.4
General and administrative                                      8,045             9.7                      7,450             7.6
Selling and marketing                                           8,076             9.7                      9,528             9.8
Research and development                                        1,275             1.5                      1,282             1.3
Amortization of intangibles                                     2,670             3.2                      2,653             2.7
Income from operations                                          2,149             2.6                      6,782             7.0
Other expense, net                                            (6,061)           (7.3)                    (6,462)           (6.6)
Income tax expense                                               (60)           (0.1)                      (225)           (0.2)
Extraordinary loss                                                  -               -                      (225)           (0.2)
Cumulative effect of accounting change                              -               -                      (410)           (0.4)
Net loss                                                     ($3,972)          (4.8%)                     ($540)          (0.6%)

</TABLE>


THREE MONTHS ENDED JULY 1, 2001 COMPARED TO THREE MONTHS ENDED JULY 2, 2000

NET SALES: Consolidated net sales for the three months ended July 1, 2001 were
$43,864, a decrease of $7,200, or 14.1%, compared to consolidated net sales of
$51,064 for the three months ended July 2, 2000. Light Truck Automotive
Accessories declined $4,193, or 10%, when comparing the quarters. The majority
of the decline occurred in the aftermarket segment of the business. In
particular, sales of aluminum storage boxes and tubular products represented the
most significant declines due to unsettled market conditions. 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. The
Suspension Division's business continued to suffer from weak demand in the
second quarter. Sales in the quarter ended July 1, 2001 were lower by 34%
compared to the same period last year due to weaker than anticipated demand for
its product.



                                       13
<PAGE>

COST OF GOODS SOLD AND GROSS PROFIT: The gross profit margin for the three
months ended July 1, 2001 was 27.6% of net sales, compared to 28.4% of net sales
for the three months ended July 2, 2000. The three months ended July 1, 2001
reflected a gross margin decline of 0.8%. Compared to the prior year, the
decline was primarily caused by poorer absorption of fixed costs due to the
lower production volumes. Gross profit margins improved during the second
quarter of 2001 to 27.6% from 25.7% in the previous quarter. This improvement
resulted from a better sales mix in Heavy Truck and efficiencies realized in one
of the Light Truck business units.

GENERAL AND ADMINISTRATIVE EXPENSES: General and administrative expenses were
$3,803, or 8.7% of net sales, for the three months ended July 1, 2001, compared
to $3,640, or 7.1% of net sales, for the comparable three month period ended
July 2, 2000. The increase in general and administrative expenses of $163 was
caused entirely by $748 of restructuring costs, of which $360 is incremental to
the comparable period in 2000. The majority of these restructuring costs are
related to the relocation of the Company's Anoka, Minnesota distribution center
to Lawrenceville, Georgia.

SELLING AND MARKETING EXPENSES: Selling and marketing expenses were $4,342, or
9.9% of net sales, for the three months ended July 1, 2001, compared to $5,053,
or 9.9% of net sales, for the three months ended July 2, 2000. This decline
resulted from reduced promotional spending and a reduction in sales volume from
the three months ended the July 2, 2000.

RESEARCH AND DEVELOPMENT EXPENSES: Research and development expenses were $688,
or 1.6% of net sales, for the three months ended July 1, 2001, compared to $557,
or 1.1% of net sales, for the three months ended July 2, 2000. The increase in
product development spending of $131 occurred in the Company's Light Truck
Automotive Accessories Division. The increase resulted from a planned effort to
add engineering resources to support the Company's original equipment business,
as well as to improve its capability to service new applications in the
aftermarket.

AMORTIZATION OF INTANGIBLES: Amortization expense was $1,335 for the three
months ended July 1, 2001, compared to $1,336 for the three months ended July 2,
2000. This expense remains comparable to last year since there have been no
additional acquisitions made since January 1999.

INCOME FROM OPERATIONS: Income from operations for the three months ended July
1, 2001 was $1,924 or 4.4%, compared to $3,924, or 7.7% of net sales for the
period ended July 2, 2000. The unfavorable operating income performance was the
result of the 14% decline in sales volume, offset in part by the reductions in
operating expenses.

OTHER EXPENSE, NET: Other expense, net, was $2,757 for the three months ended
July 1, 2001, compared to $3,214 for the three months ended July 2, 2000. The
decrease in interest expense was primarily the result of lower interest rates
and lower debt levels in the second quarter of 2001, versus the comparable
period in 2000.

INCOME TAX EXPENSE: For the three months ended July 1, 2001, the Company
recorded a nominal tax expense of $30 for state taxes. Tax benefits resulting
from the second quarter 2001 loss were offset by a valuation allowance against
the Company's net deferred tax asset. Tax expense of $408 was recorded in the
quarter ended July 2, 2000 as a result of the net income generated.





                                       14
<PAGE>

NET LOSS: The Company's net loss for the three months ended July 1, 2001 was
$863, or $(.08) per share. This compares to net income of $302, or $.04 per
share for the three months period ended July 2, 2000. The unfavorable net loss
compared to the comparable period in 2000 was the result of the lower operating
income, offset by the favorable interest expense and favorable taxes.


SIX MONTHS ENDED JULY 1, 2001 COMPARED TO SIX MONTHS ENDED JULY 2, 2000


NET SALES: Consolidated net sales for the six months ended July 1, 2001 were
$83,191, a decrease of $14,272 or 14.6% compared to consolidated net sales of
$97,463 for the six months ended July 2, 2000. Light Truck Automotive
Accessories declined $8,801 or 10.8% in comparing both periods. The majority of
the decline occurred in the sale of aluminum, tubular and fiberglass products,
while sales of the Company's plastic product offering showed only a modest
decline. 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 Suspension Division sales have
declined by 26% in 2001 over the comparable six month period in 2000. The
business unit is experiencing weaker than anticipated demand for its product in
2001, as consumers are spending less of their discretionary income on higher
priced suspension systems for their vehicles.

COST OF GOODS SOLD AND GROSS PROFIT: The gross profit margin for the six months
ended July 1, 2001 was 26.7% of net sales, compared to 28.4% of net sales for
the six months ended July 2, 2000. The 1.7% decline in gross profit margin
resulted primarily from the impact of lower volumes impeding the Company's
ability to absorb fixed costs.

GENERAL AND ADMINISTRATIVE EXPENSES: General and administrative expenses were
$8,045 or 9.7% of net sales for the six month period ended July 1, 2001,
compared to $7,450, or 7.6% of net sales for the six month period ended July 2,
2000. The increase in general and administrative expenses of $595 was caused
entirely by restructuring charges of $1,626, which were $1,014 higher than the
comparable period in 2000. The restructuring charges in 2001 pertained to the
relocation of the Company's Anoka, Minnesota distribution center, and consulting
fees related to reorganizing the Company's loan agreement. Excluding these
restructuring charges, general and administrative expenses were $6,419, or 7.7%
of net sales, compared to $6,838, or 7.0% of net sales for the comparable period
in 2000.

SELLING AND MARKETING EXPENSES: Selling and marketing expense were $8,076, or
9.7% of net sales for the six months ended July 1, 2001, compared to $9,528, or
9.8% of net sales for the six months ended July 2, 2000. The reduction of $1,452
corresponds to the lower sales volumes, as the Company is spending at a similar
rate to the prior year on a percent to sales basis.

RESEARCH AND DEVELOPMENT EXPENSES: Research and development expenses were
$1,275, or 1.5% of net sales for the six months ended July 1, 2001, compared to
$1,282, or 1.3% of net sales for the six months ended July 2, 2000. The Company
is increasing its effort to improve its engineering capabilities to support all
of its sales markets.




                                       15
<PAGE>

AMORTIZATION OF INTANGIBLES: Amortization expense was $2,670 for the six months
ended July 1, 2001, compared to $2,653 for the six months ended July 2, 1000.
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 six months ended July 1,
2001 was $2,149, or 2.6% of net sales, compared to $6,782, or 7.0% of net sales
for the six month period ended July 2, 2000. The unfavorable operating income
performance was the result of the 15% decline in sales volume, lost overhead
absorption and unfavorable inventory reserve adjustments, offset in part by the
reduction in operating expenses.

OTHER EXPENSE, NET: Other expense, net, was $6,061 for the six months ended July
1, 2001, compared to $6,462 for the six months ended July 2, 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 six months ended July 1, 2001, the Company recorded
a nominal tax expense of $60 for state taxes. Tax benefits resulting from the
six month 2001 loss were offset by a valuation allowance against the Company's
net deferred tax asset. Tax expense of $225 was recorded in the six months ended
July 2, 2000 as a result of income generated before an extraordinary item and
the cumulative effect of an accounting change.

NET LOSS: The Company's net loss for the six months July 1, 2001 was $3,972 or
$(.42) per share. This compares to a net loss of $540, or $(.07) per share for
the six months ended July 2, 2000. The unfavorable net loss compared to the
comparable period in 2000 was the result of the lower operating income, offset
by the favorable interest expense and favorable taxes.


LIQUIDITY AND CAPITAL RESOURCES:

Cash used in operating activities was $981 for the six months ended July 1,
2001, compared to cash provided by operating activities of $1,316 for the six
months ended July 2, 2000. This resulted from a larger net loss being
substantially offset by positive changes in working capital for the period ended
July 1, 2001 compared to the prior year period.

Cash used in investing activities of $1,979 for the six month period ended July
1, 2001 compares to cash provided by investing activities of $1,619 for the six
month period ended July 2, 2000. The net cash used in investing activities for
the period ended July 1, 2001 primarily related to capital purchases. The net
cash provided by investing activities in the period ended July 2, 2000 was
primarily the result of the change in restricted cash associated with the
defeasance of the Company's Industrial Revenue Bonds, offset by capital
purchases.

Cash provided by financing activities was $1,418 in the six months ended July 1,
2001, compared to cash used in financing activities of $2,687 in the six months
ended July 2, 2000. The net cash provided by financing activities in 2001
resulted from the issuance of $5,000 of preferred stock, offset by principal
payments on long-term debt.



                                       16
<PAGE>

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
July 1, 2001, the Company had borrowed $20,252 under its revolving credit line
and had additional availability of $2,788. 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 $2,700 from $208,636 at December 31, 2000 to
$205,936 at July 1, 2001. The decrease in assets reflects primarily the
amortization of intangibles, depreciation of property plant and equipment, and a
reduction in inventories and cash.

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 $3,972 for the six months ended July 1,
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 expects to
further consolidate its manufacturing and distribution facilities and sell its
Anoka, Minnesota facility, using the proceeds of the sale 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 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, that it will not be able 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.





                                       17
<PAGE>


OUTLOOK:

During the first half of 2001, market demand for the Company's products was
negatively impacted by difficult economic conditions. Although the sales results
for the quarter ended July 1, 2001, represent the second consecutive quarter to
quarter sales improvement, the Company believes that uncertain economic
conditions will prevail for the balance of the year. Accordingly, the demand for
its light truck and automotive accessories by consumers is expected to be
consistent in the second half with levels experienced in the first half of 2001.
Similarly, the sale of Class 8 heavy trucks for which the Company supplies
accessories is expected to continue at depressed levels comparable to the first
half 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.

Recent major initiatives to improve the Company's results are now mostly in
place. The relocation of the Anoka, Minnesota distribution center to
Lawrenceville, Georgia was completed in April of 2001 with little disruption of
customer service. Currently, orders for products shipped from the new
Lawrenceville, Georgia warehouse have been greater than expected, even though
staff recruitment and training has proven to be more difficult than anticipated.
These issues have led to delayed order fulfillment. Action programs now in place
are expected to substantially improve the effectiveness of the new distribution
center. The Anoka facility remains listed for sale. Once a sale is completed,
the proceeds will be used to reduce the Company's debt.

The relocation of the Company's Trailmaster Suspension Division completed in
2000 also experienced operating difficulties which carried into early 2001.
Currently this Division is operating effectively with above average customer
service and improved working capital controls.

Although the first half of 2001 was disappointing for the Company's Smittybilt
tubular products business, the Company continues to pursue its action plans to
improve results. These actions include outsourcing some of its production off
shore, and improved customer service levels through reduced lead times and
improved execution.

As of July 1, 2001, the Company's Smittybilt business unit was unable to meet
its financial covenant established in the Fifth Amendment. The default on this
financial covenant does not constitute an event of default of the Company's
financial covenants. This default does, however, 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 the Smittybilt business. Accordingly, the Company has engaged Houlihan,
Lokey, Howard and Zukin as its financial advisor in this matter. As of the date
of this filing, results of the findings of the financial advisor were not
complete. The Company's ultimate choice of strategies based on these findings
may require it to materially change the business unit's method of operations, or
could potentially result in the divestiture of the unit.

The integration of the Light Truck and Automotive Accessories group of business
units is now substantially complete including the centralization of Sales and
Marketing. Light Truck and Automotive Accessories are now serviced by a sales
force organized around distribution channels. The Company anticipates that this
strategy of specialization will be a more effective method to sell and service
its customers.




                                       18
<PAGE>

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.




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 July 1, 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. 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, 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.







                                       19
<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












                                       20
<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: August 15, 2001

                                  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



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