Exhibit 10.23

                                 AMENDMENT NO. 1
                                       TO
                  FEATHERLITE MFG., INC. 1994 STOCK OPTION PLAN


     This Amendment No. 1 to the  Featherlite  Mfg., Inc. 1994 Stock Option Plan
(the  "Plan")  was adopted by the Board of  Directors  of the Company on May 14,
1996:

     1. Section 5 of the Plan is amended in its entirety to read as follows:

                                   "SECTION 5.

                                  PARTICIPANTS

                  The Board or the  Committee,  as the case may be,  shall  from
         time  to  time,  at  its  discretion   and  without   approval  of  the
         shareholders,   designate   those   employees,   directors,   officers,
         consultants,  and advisors of the Company or of any  Subsidiary to whom
         nonqualified stock options shall be granted under this Plan;  provided,
         however,  that consultants or advisors shall not be eligible to receive
         stock options  hereunder unless such consultant or advisor renders bona
         fide services to the Company or Subsidiary and such services are not in
         connection  with the offer or sale of securities  in a capital  raising
         transaction.  The Board or the  Committee,  as the case may be,  shall,
         from  time to time,  at its  discretion  and  without  approval  of the
         shareholders,   designate   those  employees  of  the  Company  or  any
         Subsidiary to whom incentive  stock options shall be granted under this
         Plan. The Board or the Committee may grant  additional  incentive stock
         options or  nonqualified  stock  options under this Plan to some or all
         participants  then  holding  options  or may  grant  options  solely or
         partially to new participants.  In designating participants,  the Board
         or the  Committee  shall  also  determine  the  number  of shares to be
         optioned  to each  such  participant.  The  Board may from time to time
         designate individuals as being ineligible to participate in the Plan."


     2.  Paragraph  (a) of  Section  17 of the  Plan is  hereby  amended  in its
entirety to read as follows:

         "(a) Grant of  Nonqualified  Stock Options.  All grants of nonqualified
         stock  options to  Outside  Directors  under  this  Section 17 shall be
         automatic and nondiscretionary and shall be made strictly in accordance
         with the following provisions:

          (1)  No  person  shall  have any  discretion  to  select  the  Outside
               Directors that shall be eligible for  nonqualified  stock options
               pursuant to this Section 17 or to determine  the number of shares
               of Common Stock to be subject to such  options,  the option price
               per share or the date of grant.

          (2)  Initial Grants. Each Outside Director who becomes a member of the
               Board of Directors after the date this Amendment No. 1 is adopted
               by the

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               Board  shall,  on the date that such  Outside  Director  is first
               elected  to the Board of  Directors  by the  shareholders  of the
               Company, be granted a nonqualified stock option to purchase 3,000
               shares of Common Stock of the Company.

          (3)  Annual Grants.  Each Outside  Director shall, on the date of each
               annual meeting of the  shareholders of the Company,  be granted a
               nonqualified  stock  option to  purchase  3,000  shares of Common
               Stock of the Company so long as such Outside  Director  continues
               to serve on the Board."

     3. Except as otherwise amended or modified herein,  all other provisions of
the Plan shall remain in full force and effect.


                               FEATHERLITE MFG., INC.



                               By   /s/ C. Clement
                               Its    President





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