U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

                     ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                                       OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended                        Commission File No.:  0-24804
December 31, 1999

                                FEATHERLITE, INC.
             (Exact Name of Registrant as Specified in its Charter)

    Minnesota                                               41-1621676
(State of Incorporation)                   (IRS Employer Identification Number)

                                Highways 63 and 9
                               Cresco, Iowa 52136
                                 (319) 547-6000
                    (Address of principal executive offices;
                           Issuer's telephone number)

                            ------------------------

         Securities registered under Section 12(b) of the Exchange Act:
                                      None

         Securities registered under Section 12(g) of the Exchange Act:
                         Common Stock, without par value

                            ------------------------

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|

The aggregate market value of the Common Stock held by non-affiliates of the
registrant as of March 7, 2000, was $12,113,000 (based on the last sale price of
the registrant's Common Stock on such date).

Shares of without par value Common Stock outstanding at March 7, 2000: 6,510,104

                       DOCUMENTS INCORPORATED BY REFERENCE

The following documents are incorporated by reference into the indicated Part of
this Form 10-K: (1) Annual report to shareholders for the fiscal year ended
December 31, 1999 - Part II; (2) Proxy statement for 2000 Annual Meeting - Part
III.


<PAGE>

                                     PART I

ITEM 1.      DESCRIPTION OF BUSINESS

General

         Featherlite, Inc. (formerly Featherlite Mfg., Inc.) was organized by
current management as a Minnesota corporation in 1988 to acquire the assets of a
non-affiliated business which manufactured trailers since the early 1970s under
the FEATHERLITE(R) brand name. The Company designs, manufactures and markets
over 400 models of both custom made and standard model specialty aluminum and
steel trailers primarily through a network of over 240 full-line dealers located
in the United States and Canada.

         The Company markets its primary trailer products under the
FEATHERLITE(R) brand name. FEATHERLITE(R) trailers are made of aluminum, which
differentiates the Company from most of its competitors which primarily make
steel trailers. Aluminum trailers are superior to steel in terms of weight,
durability, corrosion resistance, maintenance and weight-to-load ratio. Although
the Company's focus is on manufacturing and marketing aluminum trailers, it also
markets a line of composite steel and aluminum trailers under the
FEATHERLITE-STL(R) series (replaced Econolite beginning in 1997) and DIAMOND
D(R) brands in order to provide dealers and customers with a high quality, but
less expensive, alternative to the aluminum trailer.

         The Company began manufacturing and marketing a custom luxury
motorcoach in 1996 primarily through the acquisition of the assets of Vantare
International, Inc. In 1998, the Company expanded its presence in this market by
acquiring the assets of Mitchell Motorcoach Sales, Inc. Entry into the luxury
motorcoach market was consistent with Featherlite's long-term growth strategy of
product diversification. These motorcoaches were marketed under the trade name
"VANTARE by Featherlite(R)" and Featherlite VogueTM. Beginning in 1999, these
motorcoaches are being marketed under the trade names Featherlite VantareTM
Featherlite VogueTM and Featherlite Luxury CoachesTM.

         Management believes that the Company's non-acquisition related growth
is being caused by overall market expansion, particularly in uses related to
entertainment and leisure. Demand for the Company's products is being
significantly driven by the lifestyles, hobbies and events that are important to
Featherlite's target customers. Growth in those product and service categories
which could use or require a high quality specialty trailer is creating
increased demand for the Company's products. Those categories and uses include
pickup trucks, sport utility vehicles, all-terrain-vehicles, personal watercraft
and snowmobiles; auto races, classic car shows and motorcycle rallies; hobby
farming and raising and showing horses; art and craft fairs and expositions; and
vending trailers for selling crafts, food and other concessions, such as
T-shirts or novelty items. Examples of other users of the Company's trailers
include lawn care services, house painters, construction crews, traveling museum
exhibitions, concert tours, musical groups and fiber optic utility crews that
require clean environments in which to splice and store cable. The number of
affluent retirees and business owners who represent the target market for luxury
motorcoaches produced by Featherlite is continuing to grow at a healthy pace.

         The Company continually monitors the market for opportunities to
leverage the FEATHERLITE(R) brand name and its expertise. Featherlite pioneered
the introduction of standard model aluminum horse and livestock trailers, which
traditionally had been custom made. It has also responded to the increasing
demand for customizing the interiors of trailers, a capability which helps
distinguish the Company from its competition. Typical interiors range from a
simple interior, such as a dressing room, closet and mirror in the nose of a
horse trailer, to sophisticated, such as upholstered seating and sleeping areas,
kitchens, bathrooms and modern electronics, including fax machines, cellular
phones and satellite dishes, in race car transporters and luxury custom coaches.
In addition, Featherlite refines the products it already offers by introducing
new features to satisfy the increasing demands of its customers.

         The Company pays special attention to its target customers and attempts
to reach them through a variety of media. Featherlite benefits from national
advertising and sponsorship of major events which are visible to its customers.
These sponsorships include Featherlite's designation as the "Official Trailer"
of NASCAR, CART, NHRA, IRL, ARCA, ASA, World of Outlaws, the Indianapolis Motor
Speedway and Speedway Motor Corporation's five race tracks. Featherlite has an
association with the All American Quarter Horse Congress, the National Western
Livestock Show and Rodeo, United States Team Roping Competition, Professional
Bull Riders, Black Hills Livestock Show and the National High School Finals
Rodeo. The Company's luxury motorcoach is the "Official Coach" of NASCAR, NHRA,
IRL and Sportscar.

                                       1
<PAGE>

Specialty Trailer and Motorcoach Industry

         The Company operates in two principal industries and business segments:
specialty trailers and motorcoaches, as discussed in the section labeled
"Management's Discussion and Analysis" which appears in the Company's Annual
Report to Shareholders for the year ended December 31, 1999 which is
incorporated herein by reference.

Specialty Trailer Industry

         Specialty trailers are designed for specific hauling purposes rather
than for general commercial freight. The customers of the specialty trailer
industry consist of broad segments of the general public, such as hobbyists,
sports enthusiasts, farmers and ranchers, engaged in the activities for which
particular trailers are designed. In contrast, commercial freight trailers are
generally made for non-specific purposes and the customers are typically
trucking companies and manufacturers with fleets of trucks and trailers. Unlike
the commercial freight trailer industry which is dominated by a few large
manufacturers, the specialty trailer industry is comprised of many small
manufacturers. No published statistics are available on the size of the
specialty trailer industry or its subcategories. However, the Company believes
that there may be as many as 500 manufacturers of specialty steel trailers in
the United States, of which approximately 20 manufacture specialty aluminum
trailers.

         Historically, specialty trailers were made of steel, principally
because they cost approximately 30% to 40% less than trailers made primarily of
aluminum. Entry into the production of steel trailers is relatively easy and
inexpensive because of the widespread availability of steel components and
simple production techniques. The relative lack of barriers to entry into the
steel trailer industry, differing regional demands for trailer types and the
relatively high cost of long distance delivery have contributed to the
fragmented status of the specialty trailer industry. As a result, specialty
trailer manufacturers generally produce relatively small numbers of trailers for
sale in limited geographical markets without the efficiencies of high volume
production, quality controls, significant warranty and service capabilities,
substantial dealer networks, or national advertising and marketing programs. In
comparison, production of aluminum trailers requires larger capital investment
in dies, extrusion molds and equipment, more sophisticated welding and
production techniques, and greater design capabilities to maximize the
strength-to-weight ratio advantage of aluminum over steel.

         In dollar sales, the Company estimates that aluminum trailers presently
constitute five to ten percent of the total market for specialty trailers and
that this percentage is increasing. The trend of the trailer market to migrate
toward aluminum models is driven by a number of factors. Aluminum trailers offer
substantial advantages over steel trailers in weight, ease of maintenance,
durability and useful life. Aluminum trailers do not rust and weigh 30% to 40%
less than comparable steel models. Maintenance is substantially less on aluminum
trailers because of the absence of rust and because they typically are not
painted or are pre-painted with a baked-on enamel. As a result, aluminum
trailers can be offered with superior warranties and provide greater customer
satisfaction. The lighter weight of aluminum trailers reduces the demands on the
towing vehicle, affords better gas mileage and allows a greater percentage of
gross trailer weight for carrying cargo.

Motorcoach Industry

         Bus conversion motorcoaches are the most luxurious of all recreational
vehicles. They represent a unique market niche, with selling prices ranging from
$400,000 to $1,000,000 or more. These motorcoaches are primarily converted from
a bus shell for conversions that is purchased and completed to provide an
interior area designed to the customer's specifications. It has been estimated
that this segment of the RV market experienced more than a 30% growth between
1990 and 1994 and this growth is expected to continue in the future. A large
part of the target market, the 45 to 64 age group, is expected to grow for the
next decade. Sales of these vehicles will be boosted because this group is
expected to retire earlier and have a greater affluence than previous
generations. The Company believes that there are presently seven or more
companies in this industry.

                                       2
<PAGE>

Products and Services

         The Company's primary business activity is the manufacture and sale of
specialty aluminum trailers under the FEATHERLITE(R) brand name. In 1996, the
Company began manufacturing and marketing a custom motorcoach under the name
"VANTARE BY FEATHERLITE(R)". In 1998, the Featherlite Vogue brand of
motorcoaches was added when the Company purchased the assets of Mitchell
Motorcoach Sales, Inc. These motorcoaches are now marketed under the trade names
FEATHERLITE VANTARETM, FEATHERLITE VOGUETM and FEATHERLITE LUXURY COACHESTM. In
addition, the Company manufactures and sells combination steel and aluminum
trailers under its FEATHERLITE-STL(R) series (formerly Econolite) and DIAMOND
D(R) brand names, sells replacement and specialty parts, and coordinates
delivery of completed trailers to customers. Rework and warranty services are
also provided for Company-built trailers at the Company's facilities and dealer
locations. For 1999, approximately 95% of the Company's revenues were derived
from trailer and motorcoach sales.

         The following data illustrate the percentage of the Company's net sales
in 1997, 1998 and 1999 (dollars in thousands):

<TABLE>
<CAPTION>

                                                    Years ended December 31,
                                  ----------------------------------------------------------------------------------
                                           1997                        1998                          1999
                                  ----------------------         ----------------------        ---------------------
                                  Amount         Percent         Amount         Percent        Amount        Percent
                                  ------         -------         ------         -------        ------        -------
         <S>                     <C>              <C>         <C>               <C>         <C>               <C>
         Trailers                $ 93,608          69.6%      $ 106,409          55.7%      $ 108,961         48.2%

         Motorcoaches              34,355          25.6%         76,522          40.1%        105,890         46.8%

         Other                      6,424           4.8%          7,943           4.2%         11,257          5.0%
                                 --------        -------      ---------         ------      ---------        ------
         Net Sales               $134,387         100.0%      $ 190,874         100.0%      $ 226,108        100.0%
                                 --------        -------      ---------         ------      ---------        ------

</TABLE>


         Trailers

         The Company is unique among trailer manufacturers because of the many
types of trailers it makes. The Company's FEATHERLITE(R), FEATHERLITE-STL(R)
series and DIAMOND D(R) trailers may be broadly classified into several trailer
types, which can be further subdivided into over 400 models depending on their
intended use and resulting design. The Company's primary trailer types are
horse, livestock, utility recreational, commercial and car trailers as well as
race car and specialty transporters. Within these broad product categories, the
Company generally offers different features, such as various lengths, heights
and widths, open and enclosed models, gooseneck and bumper pulls, straight and
slant loaders, and aluminum, steel, fiberglass and wood frames, floors, sides
and roofs. The Company believes FEATHERLITE(R) brand trailers, which are "all
aluminum" with the exception of steel axle and hitch parts, enjoy a premier
image in the industry. Sales of FEATHERLITE(R) brand trailers currently
represent approximately 90% of the Company's total trailer sales.
FEATHERLITE-STL(R) series and DIAMOND D(R) brand trailers, which generally are a
composite of steel frame, aluminum skin and galvanized roof, allow the Company
to place its product line at the lower-priced end of the market.

                                       3
<PAGE>


         FEATHERLITE(R), FEATHERLITE-STL(R) series and DIAMOND D(R) trailers are
built as standard models or to customer order from selected options. Depending
on the model, the Company's trailers generally include name brand tires,
reflectors and exterior running and license plate lights, sealed and enclosed
wires, and safety chains and breakaway switches. Popular options to standard
designs include paint schemes, logos, lettering and graphics, winches and
generators, viewing platforms, workbenches and cabinets, vents and other airflow
designs, roll-up doors, access and side doors and windows, aluminum wheels and
hubcaps, and hydraulic or air brakes.

         Trailer design traditionally has been utilitarian. Recently, however,
the demand for trailers with special amenities and custom designed features has
increased dramatically. For that reason, the Company's Interiors Division offers
options ranging from simple shelves, cupboards, lockers and dressing rooms to
complete living quarters, including upholstered furniture, electronics, wood or
laminated Formica finishes, air conditioning, refrigerators, dinettes and bath
packages. The Company stresses its ability and willingness to build trailers
"from the ground up" with unique, even luxurious, custom designed features and
amenities tailored to customer specifications. This distinguishes the Company
from many other trailer manufacturers.

         In addition to custom designed trailers, the Company manufactures
standard model trailers for inventory which are available for immediate delivery
to dealers. In an industry consisting primarily of manufacturers who custom
build trailers, the Company's introduction in 1991 of standard model aluminum
trailers represented an innovative step. Standard model trailer sales now
represent approximately 57% of the Company's total trailer sales. The Company's
dealer network has enthusiastically endorsed and supported the standard model
concept.

         Retail prices for the Company's standard aluminum model trailers range
from approximately $1,200 for the least expensive snowmobile trailer to over
$300,000 for a custom built race car transporter and hospitality trailer.
Representative FEATHERLITE(R) aluminum trailer retail prices are approximately
$7,200 for a bumper pull livestock trailer, $8,200 for a two horse trailer, and
$16,000 for a gooseneck car trailer.

Motorcoaches

         The Company offers different motorcoach body styles based on the XL and
the H models made by a single bus shell manufacturer (Prevost Car Company). Even
though the "H" body style is much taller and the layout is considerably
different than a typical XL motorcoach, it has become the most popular model
requested by customers. The Company offers a "slide-out" model which expands the
livable space within the motorcoach. With the addition of the Featherlite
Vogue(R) brand, the Company also offers a high quality Class A series
motorcoach, a living unit entirely constructed on a specially designed motor
vehicle chassis. The Company will be introducing two new luxury coach models to
its Featherlite Vogue line in the second half of 2000.

         The Company's goal is to produce the best performing and most reliable
coach while keeping a low overall gross weight and extremely low ambient noise
level. It incorporates into motorcoaches many of the good features and quality
often present in luxury yachts which were previously developed by Vantare
International, Inc. when it was in the business of building yachts.

         About two-thirds of the coaches are built to specific customer order
from selected options. The remainder are motorcoaches which are built for
demonstration at particular shows or events and resale purposes. Retail prices
range from about $400,000 to $1,000,000 or more. There is a risk that certain of
the coaches built on a speculative basis may not be sold on a timely basis and
at normal profit margins. This may require additional working capital investment
and incur additional interest and inventory carrying costs and have an adverse
impact on operating results.

         The Company also sells used motorcoaches which are taken as trade-ins
from customers on new coaches or on a consignment basis. Repair services are
provided for coaches of customers and others at the Vantare facility in Sanford,
Florida and the Vogue facility in Pryor, Oklahoma, as well as at a Company
service center in Mocksville, North Carolina and Cresco, Iowa.


                                       4

<PAGE>


Other Business Activities

         In addition to the manufacture and sale of specialty trailers and
motorcoaches, the Company sells replacement and specialty trailer and coach
parts to its dealers and to others. It coordinates delivery of completed
trailers to customers and to dealers for a fee and in 1999 delivered
approximately 55% of the trailers sold to dealers, with the remainder picked up
at its Iowa facilities. The Company owns and maintains a fleet of trucks and
leases semi tractors for this purpose. The Company is a licensed aircraft dealer
and believes that dealing in used aircraft is complementary to its principal
business. Featherlite Aviation Company, a wholly-owned subsidiary of the
Company, conducts such aircraft dealer activities. Featherlite Aviation Company
normally holds for resale two used aircraft although it only held one at
December 31, 1999. The purchase, sale, use and operation of aircraft and the
volatility in the sales volume and value of aircraft create risks to the Company
and its operating results. The Company maintains liability insurance policies
relating to its aircraft in an amount it believes to be adequate, but there is
no assurance that its coverage will continue to be available at an acceptable
price or be sufficient to protect the Company from adverse financial effects in
the event of claims. Gains on aircraft sales are included in the "Other income"
caption in the Company's Consolidated Statements of Operations. The Company's
other business activities, excluding aircraft, in the aggregate, accounted for
approximately 4.8%, 4.2% and 5.0% of the Company's net sales for 1997, 1998 and
1999, respectively. These activities are included as part of the trailer and
motorcoach segments in Note 12 to the Company's Consolidated Financial
Statements.

Marketing and Sales

         Dealer Network

         The Company markets its products primarily through a network of over
240 full-line dealers and a number of limited-line dealers located in the United
States and Canada, and one distributor serving Alberta and British Columbia,
Canada. Dealers typically handle only a portion of the entire FEATHERLITE(R),
FEATHERLITE-STL(R) series and DIAMOND D(R) product lines and may sell other
steel trailer brands. Featherlite dealers are not prohibited by their agreements
with the Company from selling other brands of aluminum trailers but generally do
not do so. No single dealer represents more than 10% of the Company's net sales.
The Company's top 50 dealers accounted for approximately 50% of the Company's
net trailer sales for 1997, 1998 and 1999. For these periods, 78% or more of the
Company's trailer sales were made by its dealer network, with the remainder
representing direct Company sales to end users. Company sales to end users are
primarily drop deck trailers, specialty trailers and race car transporters. For
these periods, approximately 97% of the number of units sold were sold by the
dealer network.

         Dealers and distributors sell FEATHERLITE(R), FEATHERLITE-STL(R) series
and DIAMOND D(R) products under contractual arrangements which can be terminated
by either party on specified notice. Laws in certain states govern terms and
conditions under which dealers and distributors may be terminated. Such laws
have not materially adversely affected the Company to date. Changes in dealers
and distributors take place from time to time. The Company believes that a
sufficient number of prospective dealers exists across the United States and
Canada to permit orderly transitions whenever necessary. The Company is
continually seeking to expand the size and upgrade the quality of its dealer
network. The Company believes that significant areas of the United States and
Canada are not served by a sufficient number of dealers and the Company intends
to increase substantially its number of dealers over the next several years.

         The Company employs territory managers to assist in the marketing and
sales process. These managers assist the Company's dealers in coordinating the
selection of custom options by customers and the production of orders. They also
participate with the dealers at trade shows, fairs, rodeos, races and other
events to promote the FEATHERLITE(R) brand. Factory representatives also
actively seek out potential new dealers.

         Substantially all motorcoaches are sold directly by Company personnel
to end user customers. In 1999, the Company established an exclusive
relationship with a dealer in seven Western states for sale of FEATHERLITE
VOGUETM 5000 line of luxury motorcoaches In September, 1999 the Company opened a
new sales and service center in Sanford, Florida, supporting all the and
FEATHERLITE LUXURY COACHTM product line. Company sales representatives
participate in trade shows, fairs, motorsports races and other events to promote
FEATHERLITE VANTARETM and FEATHERLITE VOGUETM motorcoaches.

                                       5

<PAGE>


Financing

         A substantial portion of the Company's sales of motorcoaches and
trailers are paid for within 10 days of invoicing. The Company has arrangements
with NationsCredit Commercial Corporation, Deutsche Financial Services Corp.
(formerly ITT Commercial Finance Corp.), Bombardier Capital, Green Tree
Financial Servicing Corporation and TransAmerica Commercial Finance Corp. to
provide trailer floor plan financing for its dealers. Green Tree Financial
Servicing Corporation and Featherlite Credit Corporation, a corporation owned by
certain of the Company's officers and directors, provides retail financing to
end user customers of the Company's dealers. Under these floor plan
arrangements, the Company is required in certain circumstances to repurchase for
the remaining unpaid balance, including finance charges plus costs and expenses,
any repossessed trailers financed through such arrangements. Although the
Company has not been required to make any significant payments or repurchases to
date (approximately $600,000 in 1999), there can be no assurance that such
obligations will not, in the future, adversely impact the Company. There is no
recourse to the Company on these retail financing arrangements.

         The Company has arrangements with several companies to provide
motorcoach retail financing to end user customers. There is no recourse to the
Company on these retail financing arrangements. The Company has a wholesale
floor plan agreement with a company to finance a portion of the new and used
motorcoaches held in inventory.

         Promotion

         The Company's marketing activities are designed primarily to
communicate directly with consumers and to assist with selling and marketing
efforts of the dealer network. The Company promotes its products directly using
print advertising in user group publications, such as Quarter Horse Journal,
Successful Farming, Snowmobile, Sno Goer and National Association of Stock Car
Auto Racing ("NASCAR") Winston Cup Series event programs. A series of product
brochures, product videotapes and other promotional items are available for use
by the dealers. The Company also advertises on television, primarily on cable
television racing programs.

         The Company promotes its motorcoaches directly in user group
publications, such as the Family Motorcoaching Magazine, The Robb Report, The
DuPont Registry and the RV Trader. In addition, the Company participates in the
Family Motor Coach Association rallies twice each year, the Tampa RV Show and
numerous other shows and rallies and is represented at motorsports events where
other Featherlite products are promoted and where Featherlite already has a
customer base.

         An example of the Company's specialized niche market promotional
efforts is the motor sports industry. Featherlite currently is the "Official
Trailer" of NASCAR, CART, NHRA, IRL ARCA, ASA, NHRA, World of Outlaws, the
Indianapolis Motor Speedway and Speedway Motor Corporations race tracks and the
"Official Coach" of NASCAR, IRL, NHRA and Sportscar. Featherlite is the title
sponsor of the NASCAR Featherlite Southwest Tour and the NASCAR Featherlite
Modified Tour. The 1999 NASCAR Featherlite Southwest Tour is comprised of
nineteen events in various cities in Arizona, California, Utah, New Mexico,
Nevada and Colorado. The NASCAR Featherlite Modified Tour schedule takes place
primarily in the northeastern United States. The Company expects to continue to
design and build trailers to fit the needs of all types of racing, including
NASCAR, NHRA, Automobile Racing Club of America ("ARCA"), IndyCar, nostalgic,
sprint car, off road, powerboat, motorcycle and motocross.

         In addition to the racing industry, the Company sponsors or is
associated with the All American Quarter Horse Congress, the Professional Bull
Riders Association, United States Team Roping Championship, Appaloosa Horse
Club, United States Combined Training Association, Scottsdate Arabian Horse
Show, National High School Rodeo Association and the National Western Livestock
Show as well as various rodeos and state and local fairs and expos. Annually,
Featherlite territory managers attend in excess of 250 races, rodeos, fairs,
trade shows and other special events. The Company's dealers attend approximately
1,200 to 1,400 such events each year.

                                       6

<PAGE>


Competition - Specialty Trailers

         The specialty trailer industry is highly competitive, especially with
respect to the most commonly sold models, such as one and two horse trailers.
Competition is based upon a number of factors, including brand name recognition,
quality, price, reliability, product design features, breadth of product line,
warranty and service. The primary competition to FEATHERLITE(R) aluminum
trailers are steel trailers, which typically sell for approximately 30% to 40%
less but are subject to rust and corrosion and are heavier. There are no
significant technological or manufacturing barriers to entry into the production
of steel trailers and only moderate barriers to the production of aluminum
trailers. Because the Company has a broad based product line, its competition
varies by product category. There is no single company that provides competition
in all product lines. Certain of the Company's competitors and potential
competitors are better established in segments of the Company's business. The
Company's principal competitors, all of which are located domestically, include
the following:

<TABLE>
<CAPTION>

Trailer Types                                 Principal Competitors' Brands
-------------                                 -----------------------------
<S>                                           <C>
Horse and Livestock......................     4 Star, Barrett, Sooner, Wilson, Sundowner, Kiefer Built,  W-W, Exiss

Utility..................................     Wells Cargo, PACE, Haulmark

Car Trailers and
Race Car Transporters....................     HighTech, Competition, Concept, Wells Cargo, Haulmark, PACE, Sooner

</TABLE>

Competition - Motorcoaches

         The motorcoach industry is highly competitive, particularly in XL and
high-end Class A models, with seven or more manufacturers. Featherelite Vantare
is the dominant producer of H model bus conversion coaches. Competition is based
primarily on quality and price although other factors such as brand name,
reliability, design features, warranty and service are also important. The brand
names of the Company's principal competitors in this industry, all of which are
located domestically, include, among others: Marathon, Liberty, Country Coach,
Angola, Monaco, and Custom.

Manufacturing

         The Company manufactures substantially all of its trailers at plants
located in Cresco, Nashua and Shenandoah Iowa. It has an agreement with one
other company to manufacture certain trailers. Under the agreements, the Company
supplies trailer materials and specifications to those manufacturers. The
manufacturers, which are prohibited from manufacturing trailers for any other
entities without Featherlite's consent, cover labor and overhead expenses and
manufacture the trailers for contractually agreed upon prices. Such trailers
constituted less than 1% of net trailer sales for 1999.

         Except for tires, brakes, couplers, axles and various other purchased
items, the Company fabricates its component parts for its trailers. Most raw
materials and standard parts, including aluminum extrusions and sheet metal, are
available from multiple sources. Prices of aluminum, the principal commodity
used in the Company's business, fluctuate daily in the open market. The Company
has obtained fixed price contracts from suppliers for 2000 to reduce the risk
related to fluctuations in the cost of aluminum. There is a risk to future
operating results if the Company is unable to obtain fixed contracts to reduce
the effect of fluctuations in the price of aluminum.

                                       7
<PAGE>


         The Company presently purchases substantial amounts of aluminum
extrusions from three major suppliers, Alumax Extrusions Inc., Tifton Aluminum
and Easco Aluminum, and the majority of its sheet metal from two large
suppliers, Reynolds Aluminum Co. and Samuel Whittar. The identity of particular
suppliers and the quantities purchased from each varies from period to period.
The Company has not engaged in hedging or the purchase and sale of future
contracts other than contracts for delivery to fill its own needs. The Company
has contracts with suppliers to fill a substantially all of its projected needs
for aluminum in 2000. In the event that one or more of the Company's suppliers
were unable to deliver raw materials to the Company for an extended period of
time, the Company's production and profits could be materially and adversely
affected if an adequate replacement supplier could not be found within a
reasonable amount of time. The Company has never been unable to obtain an
adequate supply of raw materials. Increases in prices of aluminum and other
supplies may adversely affect margins on the Company's products.

         In addition to obtaining long-term contracts from suppliers, the
Company may in the future also try to reduce the price risk associated with
aluminum by buying London Metal Exchange hedge contracts or options for future
delivery. These contracts would "lock in" the aluminum cost for the Company for
anticipated aluminum requirements during the periods covered by the contracts.
There is a potential risk of loss related to such contracts if the quantity of
materials hedged significantly exceeds the Company's actual requirements and the
contract is closed without taking physical delivery of the aluminum or if there
is a substantial drop in the actual cost of aluminum in relation to the hedge
contract price which would affect the competitive price of the Company's
product.

         In the manufacturing process, the Company seeks to maximize production
efficiency by using weekly production schedules which allocate scheduled
trailers to specific production lines within each plant. The Company generally
follows a build-to-order policy to control inventory levels. If orders cannot be
filled from any inventory maintained by the Company, they are scheduled for
production. Inventory pool trailers may be scheduled to maximize the efficiency
of the production lines.

         The Company also utilizes certain production lines solely for standard
model trailers. The Company utilizes an independent outside contractor to
provide customer specified paint and graphic designs on specialty trailers.
There is a risk related to delays in completing trailer delivery to the customer
due to delays by the subcontractor. This could adversely affect reported sales
and operating income.

         The Company manufactures all of its motorcoaches at plants located in
Sanford, Florida and Pryor, Oklahoma. Except for the coach shell, engines and
transmissions for Class A models and electronic equipment, various kitchen and
bathroom fixtures and accessories and other purchased items, the Company
fabricates all the components for its coaches, including building the chassis
for Class A type motorcoaches. The Company completes the conversion by finishing
the interior of the purchased shell to the layout and design requirements of the
customer or its specifications. All design engineering, plumbing, cabinetry and
upholstery required to complete the coach is done by Company personnel.

         The Company purchases its motorcoach shells from one manufacturer,
Prevost Car Company, Inc. of Sainte-Claire, Quebec, Canada, although the Company
could purchase certain shells from other manufacturers. The Company does not
have any long or short-term manufacturing contracts with Prevost. However, the
Company provides Prevost with its estimated yearly motorcoach requirements. Once
Prevost releases an order to production, Prevost becomes obligated to fill the
order and the Company becomes obligated to take delivery of the order. In the
event Prevost was unable to deliver motorcoach shells to the Company, the
Company's revenues and profits could be materially and adversely affected.

         The Company purchases engines and transmissions from local dealers. The
Company does have an informal commitment from the dealers for sufficient
transmissions and engines to meet projected requirements for 2000. In the event
the dealers are unable to deliver engines and transmissions to the Company, the
Company's revenues and profits could be materially and adversely affected.

                                       8
<PAGE>

Backlog

         At December 31, 1999 the Company had unfilled confirmed orders from its
customers in the amount of approximately $33 million, including $17 million in
motorcoach orders, compared with $31 million, including $19 million in
motorcoaches, at December 31, 1998. All orders in backlog at December 31, 1999
are expected to be filled during 2000.

Quality Assurance

         The Company monitors quality at various points of the manufacturing
process. Due to the variety of custom products that the Company builds, employee
skill training and individual responsibility for workmanship are emphasized.
Inventory specialists assess the overall quality, physical dimensions, and
imperfections or damage to the raw materials. Extruded and sheet aluminum which
is outside of specified tolerances is rejected and replaced by the vendor. Line
foremen train and monitor work cells of employees. Quality control inspectors
inspect trailers for quality of workmanship, material quality and conformity of
options to order specifications.

Government and Industry Regulation

         The Company and its products are subject to various foreign, federal,
state and local laws, rules and regulations. The Company builds its trailers and
motorcoaches to standards of the federal Department of Transportation. The
Company is a member of the National Association of Trailer Manufacturers
("NATM") and manufactures its trailers to NATM standards. The quality assurance
program in the Company's Interiors Division includes being a member of the
Recreational Vehicle Industry Association ("RVIA"), which requires plumbing,
electrical and gas testing on trailers with living quarters. These tests are
recorded before RVIA certification numbers are affixed to trailers. RVIA
inspectors periodically check the production facility and work in progress to
assure that codes and procedures are met. Infractions can lead to fines or loss
of RVIA membership. The Company is also governed by regulations relating to
employee safety and working conditions and other activities. A change in any
such laws, rules, regulations or standards, or a mandated federal recall by the
National Highway Transportation Safety Board, could have a material adverse
effect on the Company.

Patents and Trademarks

         The Company has registered FEATHERLITE(R) as a trademark for use in
conjunction with trailers in the United States, Canada and Germany. It has also
requested this trademark for a variety of promotional items. In general, such
registrations are effective through the year 2001, with continuous ten-year
renewal periods thereafter. The Company has a United States trademark with
respect to FEATHERLITE-STL(R) series. In October 1995, the Company acquired the
rights to the DIAMOND D(R) trademark and has registered it as a trademark in the
United States and has a trademark application pending in Canada. In 1993, the
Company purchased the rights to two design patents, which expired in 1997,
relating to the V-nose design of certain of its horse, livestock and snowmobile
trailers. The Company believes that the patented designs are useful, but that
the expiration of the patents will not have a material effect on the Company. In
addition, the Company has obtained certain trailer design and utility patents
relating to race car transporters, snowmobile trailers and horse trailers.

         The Company has a United States trademark for "VANTARE BY
FEATHERLITE(R)" for use in conjunction with motorcoaches and yachts in the
United States and is in the process of filing for and FEATHERLITE VOGUE(TM) for
motorcoaches in the United States. The Company is also in the process of
registering two new trademarks, "FEATHERLITE VANTARE(TM)" and "FEATHERLITE
LUXURY COACHES(TM", for motorcoaches in the United States.

                                       9
<PAGE>

Warranty

         The Company warrants the workmanship and materials of certain parts of
the main frame of its aluminum trailers under a limited warranty for a period of
six years and such parts of certain other Company trailers as well as other
products manufactured by the Company for periods of one to four years. The
limited warranty does not include normal wear items, such as brakes, bearings
and tires. The Company's warranty obligations are expressly limited to repairs
and replacement of parts. Historically, there have been no recalls of the
Company's trailers for replacement of major components or parts and the expense
of warranty claims for repairs or replacement of parts has been less than 1% of
the Company's net sales.

         The Company warrants for one year the workmanship and materials related
to certain parts of the motorcoach conversion. Otherwise, warranties applicable
to components purchased from vendors are applicable. The warranty of the
manufacturers' of the shell, transmission and engine generally is for two years.

Product Liability

         Although the Company has never been required to pay any significant
amount in a product liability action, as a manufacturing company it is subject
to an inherent risk of product liability claims. The Company maintains product
liability insurance policies in an amount it believes is adequate, but there is
no assurance that its coverage will continue to be available at an acceptable
price or be sufficient to protect the Company from adverse financial effects in
the event of product liability claims.

Employees

         As of December 31, 1999, the Company had 1,797 employees, of whom 1,773
are full-time and 24 are part-time as follows: Production and production support
- 1,611, Sales and Marketing - 75, and Administration - 111.

         The Company is not a party to any collective bargaining agreement and
believes that it has good working relationships with its employees.

         The Company's success is highly dependent on its senior management,
including Conrad D. Clement, President and Chief Executive Officer. The loss of
Mr. Clement's services could have a material adverse effect on the Company's
business and development. There can be no assurance that an adequate replacement
could be found for Mr. Clement in the event of his departure. The Company does
not carry any key man life insurance on any of its officers or employees.

         The Company has two separate agreements with Iowa community colleges
which provided the Company approximately $870,000 for job training purposes over
a period from 1992 to 1999. The amounts are to be repaid, together with
interest, over a ten year period from state withholding taxes on employees at
the Company's Iowa facilities. The Company may be required to provide funds for
the repayment of these training credits if sufficient withholding and unused
training funds are not available.

Cautionary Statements

         Featherlite wishes to caution readers that the following important
factors, among others, in some cases have affected, and in the future could
affect, Featherlite's actual results and could cause Featherlite's actual
consolidated results to differ materially from those expressed in any
forward-looking statements made by, or on behalf of, Featherlite.
Forward-looking statements provide current expectations or forecasts of future
events and can be identified by the use of terminology such as "believe,"
"estimate," "expect," "estimate," "intend," "may," "could," "will," and similar
words or expressions. The Company's forward-looking statements generally relate
to its growth strategy, financial results, product development and sales
efforts. Forward-looking statements cannot be guaranteed and actual results may
vary materially due to the uncertainties and risks, known and unknown,
associated with such statements. The Company undertakes no obligations to update
any forward-looking statements.

                                       10
<PAGE>

o        A moderating growth rate or decline in the overall demand or in
         specific market segment demand, in the US and to some extent Canada,
         for existing models of aluminum or steel specialty trailers and
         motorcoaches manufactured by Featherlite and in acceptance by the
         market of new trailer models and luxury coaches introduced by
         Featherlite; and general or specific economic conditions, pricing,
         purchasing, operational, advertising and promotional decisions by
         intermediaries in the distribution channels, which could affect their
         supply or end user demand for Featherlite products;

o        Increased competition from competitors and potential competitors which
         have greater financial and other resources than Featherlite; and
         competitors that are better established in segments of Featherlite's
         business;

o        Fluctuation in aluminum prices; inability of a major supplier of
         aluminum extrusion or sheets utilized by Featherlite to deliver raw
         materials on a timely basis;

o        Inability of graphics/paint subcontractor to complete custom specified
         paint and graphic designs could delay delivery of specialty trailers on
         a timely basis;

o        Inability of motorcoach shell manufacturer to deliver shells on a
         timely basis; inability to sell motorcoaches made on a spec basis at
         normal profit margins;

o        Inability of engine and transmission manufacturers to deliver
         engines/transmissions on a timely basis.

o        The effects of changes within Featherlite's organization, including the
         loss of the services of key management personnel, particularly Mr.
         Conrad Clement, President and Chief Executive Officer.

o        Continued availability of adequate financing and cash flow from
         operations to support operations and expansion plans, including the
         amount, type and cost of financing which Featherlite has and changes to
         that financing;

o        Continued pressure to increase the selling prices for Featherlite's
         products to reduce the impact on margins of increasing aluminum and
         other materials costs, labor rates and overhead costs related to the
         expanded production facilities and organization to support expected
         increases in sales; underutilization of Featherlite's manufacturing
         facilities, resulting in production inefficiencies and higher costs;

o        The inability to obtain adequate insurance coverage at an acceptable
         price or in a sufficient amount to protect Featherlite from the adverse
         effects of product and other liability claims;

o        The risks related to being a licensed aircraft dealer which deals in
         used business aircraft, including the purchase, sales, use and
         operation of aircraft and the volatility in the sales volume and value
         of aircraft;

o        Payments or repurchases by Featherlite related to guarantees of debt or
         the repurchase of trailers under certain circumstances in connection
         with dealer and retail product financing arrangements;

o        The costs and other effects of legal and administrative cases and
         proceedings (whether civil, such as environmental and product-related,
         or criminal), settlements and investigations, claims and changes in
         those items;

o        A change in foreign, federal, state and local laws, rules and
         regulations related to Featherlite, its products, or activities.

The Company notes these factors as permitted by the Private Securities
Litigation Reform Act of 1995. It is not possible to foresee or identify all
factors that could cause actual results to differ from expected or historic
results. As such, investors should not consider any list of such factors to be
an exhaustive statement of all risks, uncertainties or potentially inaccurate
assumptions.

                                       11

<PAGE>

ITEM 2   PROPERTIES

         The Company's principal sales, marketing and executive offices are
located in a 20,000 square foot building owned by the Company near Cresco, Iowa.
Adjacent to it is a Company-owned 50,000 square foot (including 20,000 added in
1997) parts distribution center and a rework, maintenance and trailer
distribution facility, from which substantially all trailer deliveries to
dealers are made.

         The Company has production and warehouse facilities in Cresco, Nashua
and Shenandoah, Iowa. The Cresco facilities presently consist of five buildings
and include approximately 258,000 square feet including a 140,000 square foot
expansion completed in March 1995 and a 20,000 square foot expansion in 1998.
Three buildings, totaling approximately 156,000 square feet of Company owned
space and 30,000 square feet of leased space, are used for production of
trailers and fabrication of components. A 58,000 square foot building is used,
pursuant to a lease, for custom interior finishing and a 14,000 square foot
building, which the Company owns, is used for storage of raw materials. In 1998,
the Company indefinitely deferred plans to build a warehouse facility for raw
material storage at its Cresco location. This project which would add
approximately 80,000 square feet of manufacturing and warehouse space, is now
being reconsidered for commencement near the end of the year 2000 at a cost of
approximately $3,000,000, including equipment.

         The Shenandoah facilities include a 117,000 square foot manufacturing
facility purchased in October 1995 in connection with the DIAMOND D(R)
acquisition. The Company-owned Nashua facilities include a 51,000 square foot
manufacturing plant and an 18,000 square foot plant/office building. In 1998,
the Company sold two of the three buildings owned in Grand Meadow, Minnesota
that were used as the Company's corporate office and rework/distribution center
prior to the relocation of these activities to Iowa in 1993. The Company
currently is attempting to sell the remaining Grand Meadow facility which
consists of about 11 acres of land and a small warehouse facility.

         In July 1996, the Company acquired office and production facilities and
other assets of Vantare International, Inc. in Sanford, Florida. This facility
includes approximately 55,000 square feet of production and office space and is
used for the manufacture of luxury motorcoaches. This facility is owned by
Seminole Port Authority and is being leased by the Company under the terms of an
operating lease which expires in 2007. These facilities were expanded in 1997 to
add 24,000 square feet to the production and office space as well as 6,000
square feet for outside service bays. In 1997, vacant land near the Vantare
facilities was purchased for future expansion and in October 1999, the Company
completed construction of an 18,000 square foot sales office and a 21,000 square
foot service center with seventeen service bays. The cost of this entire project
including land and development costs was approximately $5.5 million.

         In September 1996, the Company leased property in Mocksville, North
Carolina, under the provisions of an operating lease which has an initial term
of ten years with options to extend the initial term up to ten years. These
facilities are being used to provide service for Featherlite trailers and
transporters and for the retail sale of Featherlite luxury coaches.

         In May, 1998, the Company acquired office and production facilities and
other assets of Mitchell Motorcoach Sales, Inc. in Pryor, Oklahoma. (See Note 11
to consolidated financial statements). This facility includes approximately
150,000 square feet of production and office space and is used to manufacture
luxury motorcoaches. It is owned by Oklahoma Ordnance Works Authority and is
being leased to the Company under the terms of an operating lease which expires
in March, 2011.

         In the future, the Company may determine to build or acquire existing
manufacturing facilities outside of Northeastern Iowa, which would create
additional risks to the Company's ability to manage growth.

                                       12
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

         The Company in the course of its business has been named as a defendant
in various legal actions. Most, but not all, of such actions are product
liability or workers' compensation claims in which the Company is covered by
insurance subject to applicable deductibles. Although the ultimate outcome of
such claims cannot be ascertained at this time, it is the opinion of management,
after consultation with counsel, that the resolution of such suits will not have
a material adverse effect on the financial position of the Company but may be
material to the Company's operating results for any particular period.

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

         No matter was submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders.


                      EXECUTIVE OFFICERS OF THE REGISTRANT

         The following table sets forth certain information concerning the
executive officers of the Company:


      Name of
 Executive Officer       Age    Present Position with Company
 -----------------       ---    -----------------------------
  Conrad D. Clement      56     President, Chief Executive Officer and Director

  Jeffery A. Mason       59     Chief Financial Officer and Director

  Tracy J. Clement       33     Executive Vice President and Director

  Gary H. Ihrke          53     Vice President of Operations & Secretary

  Eric P. Clement        30     Vice President of Sales

  Steven J. Sheldon      49     Vice President of  Specialty Transporters

  Larry D. Clement       54     Treasurer

         The term of office of each executive officer is from one annual meeting
of directors until the next annual meeting of directors or until a successor is
elected.

         The business experience of the executive officers during the past five
years is as follows:

         Conrad D. Clement has been the Chairman, President and Chief Executive
Officer and a director of the Company since its inception in 1988. From 1969 to
1988, Mr. Clement was the President and principal owner of several farm
equipment and agricultural businesses. Mr. Clement is also the President and
Chief Executive Officer and a shareholder of Featherlite Credit Corporation, an
affiliate of the Company ("Featherlite Credit"). Mr. Clement is the brother of
Larry D. Clement and the father of Tracy J. Clement and Eric P. Clement.

         Jeffery A. Mason has been the Chief Financial Officer and Controller of
the Company since August 1989 and has been a director of the Company since June
1993. From 1969 to 1989, Mr. Mason served in various financial management
capacities with several companies, including Arthur Andersen & Co. and Carlson
Companies. Mr. Mason is a certified public accountant.

         Tracy J. Clement has been Executive Vice President and a director of
the Company since 1988. Prior to 1988, Mr. Clement was a shareholder and manager
of several farm equipment and agricultural businesses with his father, Conrad D.
Clement. Mr. Clement is also an officer and shareholder of Featherlite Credit.

         Gary H. Ihrke was appointed Secretary in August 1996 and Vice President
of Operations in March 1996 after service as Vice President of Manufacturing

                                       13
<PAGE>

since June 1993 and was previously a director of the Company. From January 1989
to June 1993, Mr. Ihrke was the General Manager of the Company's Cresco, Iowa
facilities. From 1969 to 1989, he served as general manager and branch manager
of an agricultural equipment manufacturing company.

         Eric P. Clement has been Vice President of Sales since March 1996 after
service as Vice President of Operations since January 1991 and was previously a
director of the Company. Prior to that time, Mr. Clement attended college and
worked part time for businesses owned by his father, Conrad D. Clement. Mr.
Clement is also an officer and shareholder of Featherlite Credit.

         Steven J. Sheldon has been Vice President of Market Development since
March 1996 after service as Vice President of Sales since June 1993 and was
previously a director of the Company. From 1988 to June 1993, he was the
national sales manager of the Company.

         Larry D. Clement has been Treasurer of the Company since 1988 and was
previously secretary and a director of the Company. He has also been the owner
and President of several auto and truck dealerships since 1971. Mr. Clement is
the President and Secretary of Clement Auto & Truck, Inc., a FEATHERLITE(R)
dealer. Mr. Clement is the brother of Conrad D. Clement.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The information required by Item 5 is incorporated herein by reference
to the section labeled "Corporate Information" and "Financial Information" which
appears in the Company's Annual Report to Shareholders for the fiscal year ended
December 31, 1999.

ITEM 6.  SELECTED FINANCIAL DATA

         The information required by Item 6 is incorporated herein by reference
to "Selected Financial Information" which appears in the Company's Annual Report
to Shareholders for the fiscal year ended December 31, 1999.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

         The information required by Item 7 is incorporated herein by reference
to the section labeled "Management's Discussion and Analysis" which appears in
the Company's Annual Report to Shareholders for the fiscal year ended December
31, 1999.

ITEM 7A. QUANTITATIVE & QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         The information required by Item 7A is incorporated herein by reference
to the section labeled "Management's Discussion and Analysis" which appears in
the Company's Annual Report to Shareholders for the fiscal year ended December
31, 1999.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Except for the reports the Company' current independent public
accountants and previous independent auditors, which are set forth below, the
information required by Item 8 is incorporated herein by reference to the
consolidated financial statements and notes thereto which appear in the
Company's Annual Report to Shareholders for the fiscal year ended December 31,
1999.

                                       14
<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Featherlite, Inc.

We have audited the accompanying consolidated balance sheets of Featherlite,
Inc. ( a Minnesota corporation) and subsidiary as of December 31, 1999 and the
related statements of operations, shareholders' investment and cash flows for
the year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Featherlite, Inc.
and subsidiary as of December 31, 1999 and the results of their operations and
their cash flows for the year then ended, in conformity with accounting
principles generally accepted in the United States.

                                               ARTHUR ANDERSEN  LLP

Minneapolis, Minnesota,
February 4, 2000


                                       15

<PAGE>



                         REPORT OF INDEPENDENT AUDITORS

To the Board of Directors
Featherlite, Inc.
Cresco, Iowa

We have audited the accompanying consolidated balance sheets of Featherlite,
Inc. as of December 31, 1998 and 1997, and the related consolidated statements
of operations, shareholders' investment and cash flows for each of the two years
in the period ended December 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Featherlite, Inc. as
of December 31, 1998 and 1997, and the results of its operations and its cash
flows for each of the two years in the period ended December 31, 1998, in
conformity with generally accepted accounting principles.

                                          McGLADREY AND PULLEN, LLP

Rochester, Minnesota
February 8, 1999




                                       16

<PAGE>


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         The information required in Item 9 is incorporated by reference to Item
4 of the Form 8-K report filed August 17, 1999.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

         Other than "Executive Officers of the Registrant" which is set forth at
the end of Part I of this Form 10-K, the information required by Item 10 is
incorporated herein by reference to the sections labeled "Election of
Directors"and "Section 16(a) Beneficial Ownership Reporting Compliance" which
appear in the Company's definitive Proxy Statement for its 2000 Annual Meeting
of Shareholders.

ITEM 11. EXECUTIVE COMPENSATION

         The information required by Item 11 is incorporated herein by reference
to the section labeled "Executive Compensation" which appears in the Company's
definitive Proxy Statement for its 2000 Annual Meeting of Shareholders.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The information required by Item 12 is incorporated herein by reference
to the sections labeled "Principal Shareholders" and "Management Shareholdings"
which appear in the Company's definitive Proxy Statement for its 2000 Annual
Meeting of Shareholders.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information required by Item 13 is incorporated herein by reference
to the section labeled "Certain Transactions" which appears in the Company's
definitive Proxy Statement for its 2000 Annual Meeting of Shareholders.

                                       17
<PAGE>

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

         (a) Documents filed as part of this report:

             (1) Consolidated Financial Statements:

                                                                           Page
                 Report of Independent Pubic Accountants....................15
                 Report of Independent......................................16
                 Balance Sheets at December 31, 1999 and 1998................*
                 Statements of Operations for each of the years
                  ended December 31, 1999, 1998 and 1997.....................*
                 Statements of Cash Flows for each of the years
                  ended December 31, 1999, 1998 and 1997.....................*
                 Statements of Shareholders' Investment for each
                  of the years ended December 31, 1999, 1998 and 1997........*
                 Notes to Consolidated Financial Statements..................*

             (2) Financial Statement Schedules:  None

             (3) Exhibits. See Exhibit Index on page following signatures.

         (b) Reports on Form 8-K. No reports on Form 8-K have been filed
             during the last quarter of the period covered by this report.

--------------

*        Incorporated by reference to the Company's Annual Report to
         Shareholders for the fiscal year ended December 31, 1999, portions of
         which are included with this Form 10-K as Exhibit 13.

                                   SIGNATURES


         In accordance with the requirements of Section 13 or 15(d) 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.


                                          FEATHERLITE, INC.

                                          By:/s/ Conrad D. Clement
                                          Conrad D. Clement
Date:  March 23, 2000                     President and Chief Executive Officer


                                       18
<PAGE>

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.

                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes CONRAD D. CLEMENT
and TRACY J. CLEMENT his true and lawful attorneys-in-fact and agents, each
acting alone, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any or all
amendments to this Annual Report on Form 10-K and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all said attorneys-in-fact and agents,
each acting alone, or his substitute or substitutes, may lawfully do or cause to
be done by virtue thereof.


Signature                 Title                       Date

/s/ Conrad D. Clement     President, Chief            March 23, 2000
Conrad D. Clement         Executive Officer and
                          Director (Principal
                          Executive Officer)

/s/ Jeffery A. Mason      Chief Financial Officer     March 23, 2000
Jeffery A. Mason          and Director (Principal
                          Financial and Accounting
                          Officer)

/s/ Tracy J. Clement      Executive Vice President    March 23, 2000
Tracy J. Clement          and Director

/s/ Donald R. Brattain    Director                    March 23, 2000
Donald R. Brattain

/s/ Thomas J. Winkel      Director
Thomas J. Winkel                                      March 23, 2000

/s/ Kenneth D. Larson     Director                    March 23, 2000
Kenneth D. Larson

/s/ Terry E. Branstad     Director                    March 23, 2000
Terry E. Branstad


                                       19

<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            -------------------------

                                  EXHIBIT INDEX
                                       TO
                         FORM 10-K FOR FISCAL YEAR ENDED
                                DECEMBER 31, 1999
                            -------------------------

                                FEATHERLITE, INC.

EXHIBIT
NUMBER                      DESCRIPTION
-------  -----------------------------------------------------------------------

2.1      Agreement and Plan of Reorganization dated May 8, 1998 with Mitchell
         Motorcoach Sales, Inc.-- incorporated by reference to Exhibit 10.10 to
         Company's 10-Q for the quarter ended June 30, 1998*

2.2      Amendment to Agreement between the Company and Mitchell Motorcoach
         Sales, Inc. dated December 31, 1998--incorporated by reference to
         Exhibit 2.2 to the Company's 10K for the year ended December 31, 1998*

3.1      The Company's Articles of Incorporation, as amended-- incorporated by
         reference to Exhibit 3.1 to Company's 10-Q for the quarter ended March
         31, 1998*

3.2      The Company's Bylaws, as amended-- incorporated by reference to Exhibit
         3.2 to Company's S-1 Registration Statement, Reg. No. 33-82564*

4.1      Specimen Form of the Company's Common Stock Certificate-- incorporated
         by reference to Exhibit 4.1 to Company's S-1 Registration Statement,
         Reg. No. 33-82564*

10.1     Agreements with Western Extrusions for aluminum purchases for the year
         2000-- incorporated by reference to Exhibit 10.1 to Company's 10-Q for
         the quarter ended March 31, 1999*

10.2     Agreement with Edgcomb Metals for aluminum purchases for the year 2000
         -- incorporated by reference to Exhibit 10.2 to Company's 10-Q for the
         quarter ended March 31, 1999*

10.3     Agreement with Reynolds Aluminum Supply Company-- incorporated by
         reference to Exhibit 10.3 to Company's 10-Q for the quarter ended March
         31, 1999*

10.4     Agreement with Vincent Metal Goods--incorporated by reference to
         Exhibit 10.4 to Company's 10-Q for the quarter ended March 31, 1999*

10.5     Agreements with Aluminum Shapes for aluminum purchases for the year
         2000 -- incorporated by reference to Exhibit 10.5 to Company's 10-Q for
         the quarter ended March 31, 1999*

10.6     Agreement with Reynolds Aluminum Supply Company-- incorporated by
         reference to Exhibit 10.6 to Company's 10-Q for the quarter ended March
         31, 1999*

10.7     Revolving Loan and Security Agreement with Firstar Financial Services,
         Division of Firstar Bank, Milwaukee, Wisconsin-- incorporated by
         reference to Exhibit 10.1 to Company's 10-Q for the quarter ended
         September 30, 1998*

                                       20
<PAGE>

10.8     Amendment to Revolving Loan and Security Agreement between the Company
         and Firstar Financial Services dated February 8, 1999-- incorporated by
         reference to Exhibit 10.8 to Company's 10-K for the year ended December
         31, 1998*

10.9     **1994 Stock Option Plan, including Form of Incentive Stock Option
         Agreement -- incorporated by reference to Exhibit 10.2 to Company's S-1
         Registration Statement, Reg. No. 82564*

10.10    Industrial New Jobs Training Agreement between the Company and
         Northeast Iowa Community College-- incorporated by reference to Exhibit
         10.10 to Company's S-1 Registration Statement, Reg. No. 33-82564*

10.11    Industrial New Jobs Training Agreement between the Company and Hawkeye
         Institute of Technology -- incorporated by reference to Exhibit 10.11
         to Company's S-1 Registration Statement, Reg. No. 33-82564*

10.12    Inventory Repurchase Agreement, dated September 12, 1990, between the
         Company and NationsCredit Commercial Corporation (formerly Chrysler
         First Commercial Corporation Limited) -- incorporated by reference to
         Exhibit 10.12 to Company's S-1 Registration Statement, Reg. No.
         33-82564*

10.13    Floorplan Agreement, dated March 27, 1992, between the Company and ITT
         Commercial Finance Corp.-- incorporated by reference to Exhibit 10.13
         to Company's S-1 Registration Statement, Reg. No. 33-82564*

10.14    Agreement, effective January 1, 1995, between the Company and Polaris
         Industries, L.P.-- incorporated by reference to Exhibit 10.15 to
         Company's Form 10-K for the fiscal year ended December 31, 1998*

10.15    Inventory Repurchase Agreement, dated February 27, 1995, between the
         Company and TransAmerica Commercial Finance Corporation -- incorporated
         by reference to Exhibit 10.23 to Company's Form 10-K for the fiscal
         year ended December 31, 1995*

10.16    Agreement for wholesale financing dated October 3, 1996 between the
         Company and Deutsche Financial Services-- incorporated by reference to
         Exhibit 10.22 to Company's 10-K for the fiscal year ended December 31,
         1996*

10.17    **Amendment to 1994 Stock Option Plan dated May 14, 1996 --
         incorporated by reference to Exhibit 10.23 to Company's 10-K for the
         fiscal year ended December 31, 1996*

10.18    Construction Loan Agreement, dated November 30, 1998 between the
         Company and First Union Bank--incorporated by reference to Exhibit
         10.18 to the Company's 10-K for the year ended December 31, 1998*

10.19    Real Estate Promissory Note, dated November 30, 1998 in the amount of
         $4,000,000 to First Union Bank--incorporated by reference to Exhibit
         10.19 to the Company's 10-K for the year ended December 31, 1998*


------------
*        Incorporated by reference to a previously filed document or report
         (File # 0-24804, unless otherwise indicated).
**       Management contract or compensatory plan or arrangement required to be
         filed as an exhibit to this form 10-K

                                       21

<PAGE>

10.20    Swap Transaction Confirmation dated November 30, 1998 between the
         Company and First Union Bank incorporated by reference to Exhibit 10.20
         to the Company's 10-K for the year ended December 31, 1998*

10.21    Lease Agreement with Clement Enterprises for Rental of Aircraft-
         incorporated by reference to Exhibit 10.1 to Company's Form 10Q for the
         quarter ended June 30,1999

10.22    Agreement with Clement Enterprises to Purchase Aircraft- incorporated
         by reference to Exhibit 10.1 to Company's Form 10Q for the quarter
         ended September 30, 1999


10.33    Amendment dated January 5, 2000 to Revolving Loan and Security
         Agreement between Firstar Financial Services and the Company

10.34    Mortgage and Security Agreement dated October 15, 1999 between the
         Company and First Union National Bank in the amount of $1,140,640.

13       Portions of annual report to shareholders for the fiscal year ended
         December 31, 1999 incorporated by reference in this Form 10-K

21       Subsidiaries of the Company:

                                                State of
                    Name                       Incorporation

             Featherlite Aviation Company        Minnesota

23.1     Consent of Arthur Andersen LLP

23.2     Consent of McGladrey & Pullen, LLP

24       Powers of Attorney of directors-- included under the "Signatures"
         section of this Form 10-K

27       Financial Data Schedule (filed in electronic format only)


------------
*        Incorporated by reference to a previously filed document or report
         (File # 0-24804, unless otherwise indicated).
**       Management contract or compensatory plan or arrangement required to be
         filed as an exhibit to this form 10-K

                                       22