SCHEDULE 14A INFORMATION
                    Proxy Statement Pursuant to Section 14(a) of
                    the Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ]       Preliminary Proxy Statement
[X]       Definitive Proxy Statement
[ ]       Definitive Additional Materials
[ ]       Soliciting Material Pursuant to Rule 14a-11(c) or 
          Rule 14a-12

                                  NATIONAL R.V. HOLDINGS, INC.
          ----------------------------------------------------------
                    (Name of Registrant as Specified In Its Charter)


          ----------------------------------------------------------
               (Name of Person(s) Filing Proxy Statement
                    if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X]       No fee required.
[ ]       Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
          and 0-11.

1) Title of each class of securities to which transaction applies:

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

2) Aggregate number of securities to which transaction applies:

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

3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing is 
calculated and state how it was determined):
- -----------------------------------------------------------------



4) Proposed maximum aggregate value of transaction:

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

5) Total fee paid:

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

[ ]       Fee paid previously with preliminary materials.

[ ]       Check box if any part of the fee is offset as provided by Exchange 
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was 
paid previously.  Identify the previous filing by registration number, or the
Form or Schedule and the date of its filing.

1) Amount Previously Paid:

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

2) Form, Schedule or Registration Statement No.:

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

3) Filing Party:

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

4) Date Filed:

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



                               NATIONAL R.V. HOLDINGS, INC.
                               3411 N. Perris Boulevard
                               Perris, California 92571

                              NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                                  to be held on May 24, 1999

          The Board of Directors of National R.V. Holdings, Inc., a Delaware 
corporation (the "Company"), hereby gives notice that the 1999 Annual Meeting
of Stockholders of the Company will be held on Monday, May 24, 1999, at 9:00 
a.m., Pacific Standard Time, at the Company's headquarters located at 
3411 N. Perris Boulevard, Perris, California 92571, for the following purposes:

    1.    To elect two persons to serve on the Company's Board of Directors 
as Class I Directors until the 2002 Annual Meeting of Stockholders or until 
their successors are duly elected and qualified as provided in the Company's 
By-laws.
          
    2.    To consider and vote upon a proposal to approve the Company's 1999 
Stock Option Plan.

    3.    To ratify the selection by the Board of Directors of 
PricewaterhouseCoopers LLP, as the Company's independent public accountants 
for the fiscal year ending December 31, 1999.

   4.    To transact such other and further business as may properly come 
before the meeting or any adjournment(s) thereof.
                    
          Stockholders of record at the close of business on April 16, 1999 
are entitled to notice of and to vote at the meeting.  If you attend the 
meeting you may vote in person if you wish, even though you have previously 
returned your proxy.  A copy of the Company's Proxy Statement is enclosed 
herewith.
                                By Order of The Board of Directors

                                    Stephen M. Davis, Secretary

April 23, 1999



                                         NATIONAL R.V. HOLDINGS, INC.
                                          3411 N. PERRIS BOULEVARD
                                          PERRIS, CALIFORNIA 92571

                                                     PROXY STATEMENT

                              ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
                                                   ON MAY 24, 1999

          This Proxy Statement and the accompanying Notice of Annual Meeting of
Stockholders are being furnished in connection with the solicitation by the 
Board of Directors of National R.V. Holdings, Inc., a Delaware corporation 
(the "Company"), of proxies for use at the 1999 Annual Meeting of 
Stockholders (the "Annual Meeting") of the Company to be held on Monday, 
May 24, 1999, at 9:00 a.m., Pacific Standard Time, at the Company's
headquarters located at 3411 N. Perris Boulevard, Perris, California 92571, 
and at any adjournments thereof.  This Proxy Statement and the enclosed proxy 
are first being sent to stockholders on or about April 23, 1999.

          The close of business on April 16, 1999 has been selected as the 
record date (the "Record Date") for determining the holders of outstanding 
shares of the Company's common stock, par value $.01 per share 
(the "Common Stock"), entitled to receive notice of and vote at the Annual 
Meeting.  On the Record Date, there were 10,356,972 shares of Common
Stock outstanding and approximately 82 holders of record.  Holders of Common
Stock are entitled to one vote per share.

          The presence in person or by properly executed proxy of the record 
holders of a majority of the outstanding shares of Common Stock will 
constitute a quorum at the Annual Meeting.  Elections of directors will be 
determined by a plurality of vote of all shares present in person or by 
properly executed proxy and voting at the Annual Meeting. The affirmative 
vote of the record holders of a majority of the Common Stock present in 
person or by proxy at the Annual Meeting and entitled to vote is required 
to approve the 1999 Stock Option Plan.  The affirmative vote of the record 
holders of a majority of the Common Stock present in person or by proxy at 
the Annual Meeting and voting is required to ratify the selection of the 
independent public accountants.



          Unless proxies have been previously revoked, all shares represented
by properly executed proxies will be voted at the Annual Meeting in 
accordance with the directions given on such proxies.  Any person giving a 
proxy has the power to revoke it, in writing delivered
to the Secretary of the Company at the address given above, at any time 
prior to its exercise. If no direction is given, a properly executed proxy 
will be voted FOR the election of the persons named under "Election of 
Directors," FOR the approval of the 1999 Stock Option Plan and FOR the 
ratification of the selection of PricewaterhouseCoopers LLP, as the
Company's independent public accountants.  The Board of Directors does 
not anticipate that any other matters will be brought before the Annual 
Meeting.  If, however, other matters are properly presented, the persons 
named in the proxy will have discretion, to the extent allowed by Delaware 
law, to vote in accordance with their own judgment on such matters.


                                         ELECTION OF DIRECTORS

ITEM 1 -- ELECTION OF DIRECTORS

        The Company's Board of Directors consists of seven members and is 
divided into three classes of directors serving three- year terms.  One 
class of directors is elected by stockholders at each annual meeting to 
serve until the third annual meeting following such annual meeting or 
until their successors are elected and qualified.  At the Annual Meeting,
stockholders will elect two Class I Directors to serve until the Annual 
Meeting of Stockholders to be held in 2002 and until their successors are 
elected and qualified.

Nominees for Class I Director

          Gary N. Siegler and Wayne M. Mertes, incumbent Class I Directors, 
have been nominated by management for reelection to the Board of Directors 
as Class I Directors at the Annual Meeting and have consented to serve as 
such, if elected.  Certain information regarding these nominees is set forth 
below in the section entitled "Management of the
Company -- Executive Officers and Directors."

Vote Required

          The affirmative vote of the record holders of a plurality of the 
Common Stock present in person or by proxy at the Annual Meeting and voting 
is required to elect Directors.  The enclosed proxy provides a means for 
stockholders to vote for the election of the nominees or to withhold 
authority to vote for such nominees.  Abstentions with respect to the 
election of the nominees for Class I Directors will have the same effect 
as a withheld vote and broker non-votes will have no effect on the election 
of Directors.
          It is the intention of the persons in the enclosed proxy to vote 
FOR the election of Gary N. Siegler and Wayne M. Mertes to serve as Class I 
Directors of the Company. Messrs. Siegler and Mertes, who currently serve as 
Directors, have consented to be named in this Proxy Statement and to 
continue to serve if elected.  Management does not contemplate or foresee 
that the nominees will be unable or unwilling to serve or be otherwise
unavailable for election.

Board Recommendation

The Board of Directors recommends that stockholders vote FOR the election of the
nominees for Class I Directors set forth above.



                   APPROVAL OF THE COMPANY'S 1999 STOCK OPTION PLAN

ITEM 2 -- PROPOSAL TO APPROVE THE ADOPTION OF THE COMPANY'S
               1999 STOCK OPTION PLAN
General

        On April 12, 1999, the Company's Board of Directors adopted the 
Company's 1999 Stock Option Plan (the "1999 Option Plan").  The following 
summary of the provisions of the 1999 Option Plan is qualified in its 
entirety by express reference to the text of the 1999 Option Plan attached 
as Exhibit I hereto.  Terms not otherwise defined in this summary shall
have the meaning given to them in the text of the 1999 Option Plan.

Shares Reserved

          Under the 1999 Option Plan, a total of 400,000 shares of Common 
Stock are reserved to be issued upon exercise of options granted under the 
plan, subject to adjustment in the event of, among other things, an increase 
or decrease in the number of issued shares of Common Stock resulting from a 
stock split, stock dividend, combination or reclassification of the Common 
Stock of the Company or the payment of a stock dividend with respect to the
Common Stock.  As of the date of this Proxy Statement, no options had been 
granted under the 1999 Option Plan.  Insomuch as options will be granted to 
participants under the 1999 Option Plan at the sole discretion of the 
Compensation Committee, and no options have to date been granted, such 
benefits under the 1999 Stock Option Plan are not determinable. 
The Company has therefore omitted a tabular presentation of such benefits.

Plan Description

          Purpose.  The purpose of the 1999 Option Plan is to strengthen 
the Company by providing an incentive to its employees, consultants and 
directors and encouraging them to devote their abilities to the success 
of the Company.  It is intended that this purpose be achieved by extending 
to employees, consultants and directors of the Company or any
subsidiary an added long-term incentive for high levels of performance 
and exceptional efforts through the grant of options to purchase shares 
of the Common Stock of the Company.  The total number of eligible persons, 
as of the date of this Proxy Statement, is approximately 85.


          Administration.  The 1999 Option Plan provides that it shall be 
administered by the Compensation Committee of the Board of Directors.  The 
Compensation Committee must consist of no fewer than two (2) persons who 
are (i) "nonemployee directors" within the meaning of Rule 16b-3 under the 
Securities Exchange Act of 1934 (the "Exchange Act"), or any successor rule 
or regulation and (ii) "outside directors" within the meaning of Section
162(m) of the Internal Revenue Code of 1986, as amended (the "Code"); 
provided however, that clause (ii) shall apply only with respect to grants 
of Options intended by the Compensation Committee to qualify as 
"performance-bases compensation" under Section 162(m) of the Code.  
Subject to the terms of the 1999 Option Plan, the Compensation Committee has 
full power to select, from among the employees and directors eligible for 
option grants, the individuals to whom options will be granted, and to 
determine the specific terms and conditions of each option grant in a 
manner consistent with the 1999 Option Plan; to waive compliance by 
participants with terms and conditions of option grants; to modify or
amend option grants in a manner consistent with the 1999 Option Plan; 
to interpret the 1999 Option Plan and decide any questions and settle 
all controversies and disputes that may arise in connection therewith; 
and to adopt, amend, and rescind rules and regulations for the 
administration of the 1999 Option Plan.  Determinations of the Compensation 
Committee on all matters relating to the 1999 Option Plan are conclusive.

          Eligibility.  Options may be granted to any employee, consultant 
or director of the Company, provided that incentive stock options 
(as defined below) may only be granted to employees and to directors who are 
also employees.

          Options: Grants and Exercise.  The 1999 Option Plan permits the 
granting of non-transferable stock options that qualify as incentive stock 
options ("ISOs") under Section 422(b) of the Code, and non-transferable 
stock options that do not so qualify ("non-statutory options").  The option 
exercise price of each option is to be determined by the Compensation
Committee, but it may not be less than 100% of the fair market value of the 
shares on the date of grant (and, with respect to ISOs, 110% in the case of 
a person who owns stock possessing more than 10% of the voting power of the 
Company (a "10% stockholder")).  For purposes of the 1999 Option Plan, "fair 
market value" on any given date means the 


average of the high and low sales price at which Common Stock is traded on 
such date as reflected on the New York Stock Exchange.  On April 12, 1999,
the closing sales price of one share of Common Stock on the New York Stock 
Exchange was $25.00.  The aggregate number of shares of Common Stock with 
respect to which options may be granted to any eligible person is 100,000 per
calendar year.

          The term of each option shall be determined by the Compensation 
Committee; provided, however, in the case of an ISO, the term may not exceed 
ten years from the date of grant (five years, in the case of a 10% 
stockholder); non-statutory options have a term limited to ten years from the
date of grant.

          The Compensation Committee determines at what time or times and 
under what conditions (including performance criteria) each option may be 
exercised.  Options may be made exercisable in installments, and the 
exercisability of options may be accelerated by the Compensation Committee. 
The Compensation Committee also determines, at the time of grant of each 
option, the terms and conditions under which the options granted to a 
participant may be exercised in the event of such participant's termination 
of service as an employee or director as a result of death, disability or 
termination of employment.

          To the extent not otherwise provided by the Compensation Committee,
options granted to employees become exercisable in three installments, each 
equal to one-third of the entire option granted and exercisable on the first,
second and third anniversaries of the grant date, respectively.  In the event
of termination of a participant's service to the Company,
vested options may be exercised within one year following the date of death 
or following a determination of disability and within three months following 
termination for any other reason; except that, if such termination is for 
cause, the options will not be exercisable following such termination.  In 
no event may an option be exercised later than the date of expiration of the 
term of the option as set forth in the agreement evidencing such option.



          In order to exercise an option, the participant must provide 
written notice and full payment to the Chief Financial Officer of the 
Company.  The option exercise price of options granted under the 1999 Option 
Plan must be paid for in cash or other shares of Common Stock upon such terms
and conditions as determined by the Compensation Committee.  The Compensation
Committee may require that upon exercise of an option, certificates 
representing shares thereby acquired bear an appropriate restrictive legend 
if the sale of the shares has not been registered under the Securities Act of
1933, as amended.

          No option may be transferred other than by will or by the laws of 
descent and distribution, and during a participant's lifetime an option may 
only be exercised by him or her.

          Mergers and Consolidations.  In the event of a dissolution or 
liquidation or merger or consolidation of the Company, the options shall 
continue in effect in accordance with their respective terms, and each 
participant shall be entitled to receive the same number and kind of stock, 
securities, cash, property or other consideration that each holder of Common 
Stock was entitled to receive in the transaction in respect of the Common 
Stock. 
          Amendment.  The Board may amend the 1999 Option Plan for any 
purpose which may at the time be advisable and permitted by law, except that 
no amendment or termination of the 1999 Option Plan may adversely affect the 
rights of any participant (without his or her consent) under an option 
previously granted.

          Term of Plan.  Unless sooner terminated by the Board, the 1999 
Option Plan will terminate at the tenth anniversary of the date of adoption
by the Board.

Certain Federal Income Tax Consequences

          The following summary generally describes the principal federal 
(and not state and local) income tax consequences of options granted under 
the 1999 Option Plan (and, except as otherwise indicated, the Company's 
prior option plans described 


under the heading "Management of the Company -- Stock Option Plans" in this 
Proxy Statement).  It is general in nature and is not intended to cover all 
tax consequences that may apply to a 1999 Option Plan participant or to the 
Company.  The provisions of the Code and the regulations thereunder relating 
to these matters ("Treasury Regulations") are complex, and their impact in 
any one case may depend upon the particular circumstances.  Each holder
of an option under the 1999 Option Plan should consult the holder's own 
accountant, legal counsel or other financial advisor regarding the tax 
consequences of participation in the 1999 Option Plan.  This discussion is 
based on the Code as currently in effect.

          If an option (whether an ISO or non-statutory) is granted to a 
participant in accordance with the terms of the 1999 Option Plan, no income 
will be recognized by such participant at the time the option is granted.

          Generally, on exercise of a non-statutory option, the amount by 
which the fair market value of the shares of the Common Stock on the date of 
exercise exceeds the purchase price of such shares will be taxable to the 
participant as ordinary income, and, in the case of any employee, the Company 
will be required to withhold tax on the amount of income recognized
by the employee upon exercise of a non-statutory option.  Except as 
described in the next paragraph, such amount of employee compensation will be
deductible for tax purposes by the Company in the year in which the 
participant recognizes the ordinary income.  The disposition of shares 
acquired upon exercise of a non-statutory option will result in capital
gain or loss (long-term or short-term depending on the applicable holding 
period) in an amount equal to the difference between the amount realized on 
such disposition and the sum of the purchase price and the amount of ordinary
income recognized in connection with the exercise of the non-statutory option.

          Section 162(m) of the Code limits the federal income tax 
deductibility of compensation paid to the Company's Chief Executive Officer 
and to each of the other four most highly compensated executive officers.  
For this purpose, compensation 


will include, not only cash compensation, but also the difference between the
exercise price of non-statutory options (and ISO's in the case of a 
disqualifying disposition) and the value of the underlying stock on the date 
of exercise.  Under the Code, the Company may deduct such compensation with 
respect to any of these individuals only to the extent that during any
fiscal year such compensation does not exceed $1.0 million or meets certain 
other conditions (i.e. being "performance-based").  Because the grants of 
options under the 1997 Option Plan, the 1996 Stock Option Plan described 
under the heading "Management of the Company -- Stock Option Plans" and 
certain outstanding options granted outside of the Company's option plans 
have not met the applicable conditions, compensation resulting from the 
exercise of such options will be subject to the deduction limitations 
described above.  The 1999 Option Plan has been structured in order to 
allow for the potential grant of non-statutory options (or disqualified 
ISO's) that may qualify as deductible "performance-based" compensation 
(as defined in the Code).
          Generally, on exercise of an ISO, an employee will not recognize 
any income and the Company will not be entitled to a deduction for tax 
purposes.  However, the difference between the purchase price and the fair 
market value of the shares of Common Stock received ("ISO shares") on the 
date of exercise will be treated as a positive adjustment in
determining alternative minimum taxable income, which may subject the 
employee to the alternative minimum tax ("AMT").  Upon the disposition of 
the ISO shares, the employee will recognize long-term or short-term 
capital gain or loss (depending on the applicable holding period) in 
an amount equal to the difference between the amount realized on such
disposition and the purchase price of such shares.  Generally, however, 
if the employee disposes the ISO shares within two years after the date 
of option grant or within one year after the date of option exercise 
(a "disqualifying disposition"), the employee will recognize
ordinary income, and the Company will be entitled to a deduction for tax 
purposes for the taxable year in which the disqualifying disposition occurs, 
in the amount of the excess of the fair market value of the shares on the 
date of exercise over the purchase price (or, if less, the amount of the 
gain on sale).  Any excess of the amount realized by the holder on the
disqualifying disposition over the 


fair market value of the shares on the date of exercise of the ISO will 
ordinarily constitute capital gain.

          If an option is exercised through the use of Common Stock 
previously owned by the employee, such exercise generally will not be 
considered a taxable disposition of the previously owned shares and, thus, 
no gain or loss will be recognized with respect to such shares upon such 
exercise.  However, proposed Treasury Regulations would provide that, if
the previously owned shares are ISO shares and the holding period 
requirement for those shares was not satisfied at the time they were used to 
exercise an option, such use would constitute a disqualifying disposition of 
such previously owned ISO shares, resulting in the
recognition of ordinary income (but not any additional capital gain) in the 
amount described above.  If an otherwise qualifying ISO first becomes 
exercisable in any one year for shares having a fair market value, 
determined as of the date of the grant, in excess of $100,000, the
portion of the option in respect of such excess shares will be treated 
as a non-statutory option.

          Section 16(b) of the Exchange Act generally requires officers, 
directors and 10% stockholders of the Company to disgorge profits realized 
by buying and selling the Company's Common Stock within a six month period.  
Consequently, by application of Code Section 83 to those participants who 
are subject to Section 16, generally the relevant date for recognizing and 
measuring the amount of ordinary income in connection with an exercise of
a non-statutory option, as well as the relevant date for recognizing and 
measuring the amount of an employee's ordinary income and the Company's 
tax deduction in connection with a disqualifying disposition of ISO shares 
as discussed above, will be upon the expiration of any period during which 
the optionee is subject to the liability provisions of Section 16(b) of the
Exchange Act with respect to a particular option.



Vote Required

          The affirmative vote of the record holders of a majority of the 
Common Stock present in person or by proxy at the Annual Meeting and entitled 
to vote is required to approve the 1999 Option Plan.  Approval of the 1999 
Option Plan by stockholders is required for ISO options granted under the 
1999 Option Plan to meet the requirements of Code Sections 422 
and 162(m) and to meet the stockholder approval requirements of the New York 
Stock Exchange.  Abstentions will have the same effect as a vote against the 
approval of the 1999 Option Plan and broker non-votes will have no effect on 
such vote.

Board Recommendation

          The Board of Directors recommends that stockholders vote FOR the 
approval of the 1999 Option Plan.



                         RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

ITEM 3 -- RATIFICATION OF APPOINTMENT OF
                    INDEPENDENT PUBLIC ACCOUNTANTS

          The Board of Directors has selected the firm of 
PricewaterhouseCoopers LLP, as the Company's independent public accountants 
for the fiscal year ending December 31, 1999.  Although the selection of 
auditors does not require ratification, the Board has directed that
the appointment of PricewaterhouseCoopers LLP be submitted to stockholders 
for ratification because management believes this matter is of such 
significance as to warrant stockholder participation.  The Company expects 
representatives of PricewaterhouseCoopers LLP to be
present at the Annual Meeting in person or by telephone conference 
to respond to appropriate stockholder questions, and they will be given the 
opportunity to address the stockholders, if they so desire.

Vote Required

      The affirmative vote of the record holders of a majority of the Common 
Stock present in person or by proxy at the Annual Meeting and voting is
required to ratify the selection of the independent public accountants.  
Abstentions and broker non-votes will have no effect on the vote for the 
ratification of the selection of the independent public accountants.

Board Recommendation

          The Board of Directors recommends that stockholders vote FOR 
ratification of the selection of PricewaterhouseCoopers LLP, as the Company's
independent public accountants for the fiscal year ending December 31, 1999.



                      MANAGEMENT OF THE COMPANY

          The executive officers, directors and other key employees of the 
Company are as follows:
Name                                    Age                  Position
- ----                                    ---                  --------
                                                          
Gary N. Siegler                          37        Chairman of the Board
Wayne M. Mertes                          62        President, Chief Executive 
                                                   Officer and Director
Robert B. Lee                            60        Director
Doy B. Henley                            69        Director(1)(2)
Greg McCaffery                           46        Director(1)(2)
Stephen M. Davis                         44        Director and Secretary(2)
Neil H. Koffler                          32        Director(1)
Kenneth W. Ashley                        54        Chief Financial Officer 
                                                   and Treasurer
Other Key Employees

Jack L. Courtemanche                     64        President of CCI
Edward Read                              48        Vice President of 
                                                   Manufacturing of CCI
J. Raul Gimenez                          44        Vice President of 
                                                   Operations of NRV
- ---------------------------


(1)       Member of the Audit Committee.
(2)       Member of the Compensation Committee.


Executive Officers and Directors

          GARY N. SIEGLER.  Mr. Siegler has served as Chairman of the Board 
of Directors of the Company since April 1989 and as Vice President and 
Secretary from April 1989 to August 1993.  Mr. Siegler is a Class I director 
whose term expires at the Annual Meeting.  See "Election of Directors" Nominees 
for Class I Director."  Mr. Siegler is a co-founder and, since January 1989, 
has been President of Siegler, Collery & Co., a New York-based investment 
firm ("Siegler Collery").  Mr. Siegler is a member of 


the general partner of The SC Fundamental Value Fund, L.P., a fund investing in 
marketable securities, and an executive officer of SC Fundamental Value BVI, 
Inc., the managing partner of the investment advisor to an off-shore fund 
investing in marketable securities.  Mr. Siegler also serves as a director of 
Medical Resources, Inc., a provider of diagnostic imaging services.

          WAYNE M. MERTES.  Mr. Mertes has been a director of the Company since
October 1991 and President and Chief Executive Officer of the Company since 
August 1993.  Mr. Mertes is a Class I director whose term expires at the 
Annual Meeting.  See "Election of Directors" Nominees for Class I Director.
- ------- Mr. Mertes co-founded the predecessor of National R.V., Inc., 
the Company's wholly-owned operating subsidiary ("NRV") in 1964 under the 
name Dolphin Trailer Company and has continuously served as an executive
officer of such predecessor and, subsequently, NRV since such time.

          ROBERT B. LEE.  Mr. Lee has been a director of the Company since 
November 1996.  Mr. Lee is a Class II director whose term expires in 2001. 
Mr. Lee founded the Company's Country Coach, Inc. subsidiary ("CCI") in 1973
and has continuously served as Chairman and Chief Executive Officer of CCI 
since such time. 
          DOY B. HENLEY.  Mr. Henley has been a director of the Company since 
February 1998.  Mr. Henley is a Class III director whose term expires in 2000.
Mr. Henley is a founder and, since 1966, has been the Chairman and Chief 
Executive Officer of Aeromil Engineering Company, a computer-automated 
manufacturing firm engaged in the production of complex machined titanium 
track systems and structural components for the aerospace industry.
          GREG McCAFFERY.  Mr. McCaffery has been a director of the Company 
since February 1998.  Mr. McCaffery is a Class II director whose term expires
in 2001.  Mr. McCaffery is a founder and, since 1984, has operated McCaffery 
Homebuilders, a builder of custom homes located in Orange Country, California.




          STEPHEN M. DAVIS.  Mr. Davis has been a director and Secretary of 
the Company since August 1993 and Assistant Secretary and Assistant Treasurer
from May 1989 to August 1993.  Mr. Davis is a Class II director whose term 
expires in 2001.  For more than the last five years, Mr. Davis has been a 
shareholder of the law firm Heller Ehrman White & McAuliffe 
(formerly Werbel & Carnelutti, A Professional Corporation).

          NEIL H. KOFFLER.  Mr. Koffler has been a director of the Company 
since August 1993.  He is a Class III director whose term expires in 2000.  
Mr. Koffler has been employed by Siegler Collery since June 1989.  In 
addition, Mr. Koffler is a member of the general partner of The SC 
Fundamental Value Fund, L.P., a fund investing in marketable securities, and 
an executive officer of SC Fundamental Value BVI, Inc., the general partner
of the investment advisor to an off-shore fund investing in marketable 
securities.

          KENNETH W. ASHLEY.  Mr. Ashley has been Chief Financial Officer and 
Treasurer of the Company since August 1993.  Mr. Ashley has served as NRV's 
Chief Financial Officer since 1989 and served as its Controller from 1987 to 
1989.  Mr. Ashley is a certified public accountant.

Other Key Employees

          JACK L. COURTEMANCHE.  Mr. Courtemanche is the President of CCI and
has served in such capacity since 1990.  From 1982 to 1989, Mr. Courtemanche 
served as Assistant to the President of the United States in the Reagan 
Administration.  Prior to 1982, Mr. Courtemanche was owner and President of 
Crown Coach Corporation, a California manufacturer of school and transit buses
and fire trucks. 

          EDWARD READ.  Mr. Read is the Vice President of Manufacturing of CCI
and has served in such capacity since 1989.



          J. RAUL GIMENEZ.  Mr. Gimenez has been Vice President of Operations 
for NRV since June 1998.  Mr. Gimenez served as Director of Engineering for 
NRV from October 1996 to June 1998 and was employed by Fleetwood Enterprises for
four years prior thereto. 

Board of Directors and Committees

          Pursuant to the Company's By-laws, the Company's Board of Directors 
is divided into three classes of Directors serving three-year terms.  One class
of directors is elected by stockholders at each annual meeting to serve until 
the third annual meeting following such annual meeting or until their successors
are elected and qualified. In the case of a vacancy, a director will be 
appointed by a majority of the remaining directors then in office to serve the
remainder of the term left vacant.  Other than Messrs. Henley and McCaffery, 
directors do not receive any fees for attending Board meetings.  Each of Messrs.
Henley and McCaffery receive a director's fee of $1,000 per month.  Directors 
are entitled to receive reimbursement for travelling costs and other 
out-of-pocket expenses incurred in attending Board meetings.  During the year
ended December 31, 1998, the Board of Directors held six meetings (and
took action by written consent on one other occasion).  All incumbent 
directors attended each of those meetings and of its committees of which they 
were members that were held while they were serving on the Board or such 
committee.

          The Board of Directors has established an Audit Committee, 
currently consisting of Messrs. Koffler, Henley and McCaffery.  The Audit 
Committee reviews the performance of the independent accountants as auditors
for the Company, discusses and reviews the scope of the prospective annual 
audit and reviews the results with the auditors.  The Audit Committee
held one meeting during the year ended December 31, 1998.  The Company also 
has a Compensation Committee, consisting of Messrs. Davis, Henley and 
McCaffery, which reviews and makes recommendations to the Board regarding 
salaries, compensation and benefits of executive officers and key employees 
of the Company, including the granting of stock options.  The Compensation 
Committee, established in 


1998, held one meeting during the year ended December 31, 1998.  The Company 
does not have a standing nominating committee.

          Pursuant to the Company's By-laws, officers of the Company hold 
office until the first meeting of directors following the next annual meeting
of stockholders and until their successors are chosen and qualified.  
It is anticipated that immediately following the Annual Meeting, the Board 
of Directors elected at the Annual Meeting will hold the 1999 Annual
Meeting of the Board of Directors.  At such meeting, it is anticipated that 
the current officers of the Company will be re-elected to serve in the 
capacities set forth above until the next Annual Meeting of the Board of 
Directors or until their respective successors are duly elected and qualified.

Section 16(a) Beneficial Ownership Reporting Compliance

          Based solely upon a review of the copies of the forms furnished to 
the Company, or written representations from certain reporting persons, the 
Company believes that during the year ended December 31, 1998, except as set 
forth below, all filing requirements applicable to its officers and directors
were complied with by such individuals.  Mr. Robert B. Lee, a director of the
Company, inadvertently failed to timely report on Form 4 the exercise of
certain stock options and the related sale of the underlying shares of 
Common Stock acquired upon such exercise.

Compensation of Chairman and Executive Officers

           The following table sets forth all compensation awarded to, 
earned by or paid to the Company's Chairman and each of the Company's 
executive officers (the "Named Individuals") for the Company's fiscal periods
as specified below:




                                                     Long Term
                         Annual Compensation        Compensation
                         -------------------        ------------
              Year
Name and      Ended                     Other Annual                 All Other
Principal   December    Salary Bonus  Compensation(1) Options SARs Compensation
Position       31
- --------- ------------ ------ -----  ---------------  ------           ------
                                                       
Gary N. Siegler    1998 $130,000 $ 75,000   --           --         $231,000(2)
Chairman           1997 $130,000 $ 60,000   --        281,250       $220,000(2)
                   1996 $130,000 $ 50,000   --        138,750       $535,000(2)

Wayne M. Mertes    1998 $248,060 $230,000   --          --             --
President and Chief1997 $240,000 $200,000   --        142,500          --
Executive Officer  1996 $223,073 $200,000   --         75,000          --

Kenneth W. Ashley  1998 $108,275  $ 63,468  --         --              --
Chief Financial
 Officer           1997 $101,658  $ 68,272  --        45,000           --
                   1996 $ 89,362  $ 61,816  --        37,500           --

Robert B. Lee      1998 $200,000  $ 75,000  --          --             --
Chairman and Chief 1997 $200,000  $ 75,000  --        75,000           --
Executive Officer
 of CCI          1996(3)$ 33,333  $ 31,500  --        97,500           --

          ______________________

(1)   The aggregate amount of all perquisites and other personal benefits
paid to each Named Individual is not greater than either $50,000 or
10% of the total of the annual salary and bonus reported for either such
executive.

(2)   These amounts represent fees paid pursuant to a financial advisory
agreement between the Company and 712 Advisory Services, Inc., an affiliate
of Mr. Siegler.  See "Management of the Company -- Certain Relationships and
Related Party Transactions."

(3)   Mr. Lee's fiscal 1996 compensation includes only the compensation paid
to him by CCI following CCI's acquisition by the Company on November 6, 1996.




Compensation Committee Interlock and Insider Participation

           Compensation decisions during the fiscal year ended December 31,
1998 were made by the Company's Compensation Committee, which was established
during 1998, and by the Board of Directors, which included Wayne M. Mertes,
President and Chief Executive Officer of the Company, and Robert B. Lee,
hairman and Chief Executive Officer of CCI. Neither Mr. Mertes nor Mr. Lee
participated in Board deliberations or voting concerning their compensation,
which has been established by their respective employment agreements.

Employment Agreements

           The Company is a party to an employment agreement with Mr. Mertes
(the "Employment Agreement") which expires on October 31, 2000.  Pursuant to the
Employment Agreement, Mr. Mertes acts as President and Chief Executive Officer
of the Company, for which he currently receives an annual salary of $260,000 and
is prohibited from competing with the Company for a period of 18 months
following the term of the agreement.  Mr. Mertes is entitled to receive a bonus
equal to 20% of the Company's annual "Defined Income" (defined as the Company's
net income, after eliminating all extraordinary or non-recurring items of income
and expense, before deduction of taxes and interest) in excess of $5,392,000,
with a maximum annual bonus limit of $230,000.  In connection with Mr. Mertes"
employment agreement, the Company and Mr. Mertes entered into a split dollar
life insurance arrangement in October 1998 in which an insurance policy in
the face amount of $2,950,000 was taken out by the Company on the life of Mr.
Mertes.  The Company agreed to pay the annual premium thereof of not greater
than $150,000 per year for five years.  The Company and Mr. Mertes agreed that
the Company shall own the cash value of the policy and that the Company will be
entitled to withdraw from the policy $92,601 per annum until the aggregate
premiums paid by the Company to the insurance carrier are repaid to the Company.
To ensure the repayment of the aggregate premiums paid by Company, the Company
is entitled to receive from the policy's death benefits the greater of the
aggregatepremiums not yet repaid and the then cash value of the policy.



           In November 1996, CCI entered into three year employment agreements
with Robert B. Lee, CCI Chairman and Chief Executive Officer, and Jack L.
Courtemanche, CCI President, for which they receive an annual salary of $200,000
and $175,000, respectively, and bonus potential, based on CCI operating profits,
of $75,000 and $50,000, respectively, subject to annual adjustments to the bonus
potential as may be determined by the Company's Board of Directors.  Each such
individual is prohibited from competing with CCI for a period of 18 months
following the term of his respective agreement.

Stock Option Plans

           1993 Stock Option Plan

           In August 1993, the Company adopted and approved the 1993 Stock
Option Plan (the "August 1993 Plan").  The August 1993 Plan is designed to
serve as an incentive for retaining qualified and competent directors, employees
and consultants.  The August 1993 Plan provides for the award of options to
purchase up to 450,000 shares of Common Stock, of which 158,750 were subject to
outstanding options as of December 31, 1998.  The August 1993 Plan is
administered by the Compensation Committee of the Board of Directors.  The
Compensation Committee has, subject to the provisions of the August 1993 Plan,
full authority to select Company individuals eligible to participate in the
August 1993 Plan, including officers, directors (whether or not employees) and
consultants.  The August 1993 Plan provides for the awarding of incentive stock
options (as defined in Section 422 of the Code) and non-incentive stock options.
Options granted pursuant to the August 1993 Plan will have such vesting
schedules and expiration dates as the Compensation Committee shall establish in
connection with each participant in the August 1993 Plan, which terms shall be
reflected in an option agreement executed in connection with the granting of the
option. During the year ended December 31, 1998, no options were granted under
the August 1993 Plan.



1993 Option Plan

           In November 1993, the Company adopted and approved the 1993 Option
Plan (the "November 1993 Plan").  The November 1993 Plan is designed to serve
as an incentive for retaining qualified and competent directors, employees and
consultants.  The November 1993 Plan provides for the award of options to
purchase up to 348,750 shares of the Company's Common Stock, of which 101,250
were subject to outstanding options as of December 31, 1998.  The November 1993
Plan is administered by the Company's Board of Directors, which has, subject to
the provisions of the November 1993 Plan, full authority to select
Company individuals eligible to participate in the November 1993 Plan, including
officers, directors (whether or not employees) and consultants.  The November
1993 Plan provides for the awarding of incentive stock options (as defined in
Section 422 of the Code) and non-qualified stock options.  Options granted
pursuant to the November 1993 Plan will have such vesting schedules and
expiration dates as the Board of Directors shall establish in connection with
each participant in the November 1993 Plan, which terms shall be reflected in an
option agreement executed in connection with the granting of the option.  During
the year ended December 31, 1998, no options were granted under the November
1993 Plan.

1995 Stock Option Plan

           In September 1995, the Company adopted and approved the 1995 Stock
Option Plan (the "1995 Option Plan").  The 1995 Option Plan is designed to serve
as an incentive for retaining qualified and competent directors, employees and
consultants.  The 1995 Option Plan provides for the award of options to purchase
up to 225,000 shares of Common Stock, of which 102,658 shares were subject to
outstanding options as of December 31, 1998.  The 1995 Option Plan is
administered by the Compensation Committee of the Board of Directors. The
Compensation Committee has, subject to the provisions of the 1995 Option Plan,
full authority to select Company individuals eligible to participate in such
plan, including officers, directors (whether or not employees) and consultants.
 The 1995 Option Plan provides for the awarding of incentive stock options
(as defined in Section 422 of the Code) and non-incentive stock options.
 Options granted pursuant to the 



1995 Option Plan will have such vesting schedules and expiration dates as the
Compensation Committee shall establish in connection with each participant in
the 1995 Option Plan, which terms shall be reflected in an option agreement
executed in connection with the granting of the option.  During the year ended
December 31, 1998, no options were granted under the 1995 Option Plan.

1996 Stock Option Plan

           In October 1996, the Company's Board of Directors adopted and
approved the 1996 Stock Option Plan (the "1996 Option Plan").  The 1996 Option
Plan is designed to serve as an incentive for retaining qualified and competent
directors, employees and consultants.  The 1996 Option Plan provides for the
award of options to purchase up to 675,000 shares of Common Stock, of which
495,100 shares were subject to outstanding options as of December 31, 1998.  The
1996 Option Plan is administered by the Compensation Committee of the Board of
Directors.  The Compensation Committee has, subject to the provisions of the
1996 Option Plan, full authority to select Company individuals eligible to
participate in such plan, including officers, directors (whether or not
employees) and consultants.  The 1996 Option Plan provides for the awarding of
incentive stock options (as defined in Section 422 of the Code) and non-
incentive stock options.  Options granted pursuant to the 1996 Option Plan
will have such vesting schedules and expiration dates as the Compensation
Committee shall establish in connection with each participant in the 1996 Option
Plan, which terms shall be reflected in an option agreement executed in
connection with the granting of the option. During the year ended December
31, 1998, no options were granted under the 1996 Option Plan.

1997 Stock Option Plan

           In June 1997, the Company's Board of Directors adopted and approved
the 1997 Stock Option Plan (the "1997 Option Plan").  The 1997 Option Plan is
designed to serve as an incentive for retaining qualified and competent
directors, employees and consultants.  The 1997 Option Plan provides for the
award of options to purchase up to 900,000 shares of Common Stock, of



which 811,655 shares were subject to outstanding options as of December 31,
1998.  The 1997 Option Plan is administered by the Board of Directors or, at its
option, a committee of the Board of Directors.  The Board (or a designated
committee) has, subject to the provisions of the 1997 Option Plan, full
authority to select Company individuals eligible to participate in such plan,
including officers, directors (whether or not employees) and consultants.
 The 1997 Option Plan provides for the awarding of incentive stock options (as
defined in Section 422 of the Code) and non-incentive stock options.  Options
granted pursuant to the 1997 Option Plan will have such vesting schedules and
expiration dates as the Board (or a designated committee) shall establish in
connection with each participant in the 1997 Option Plan, which terms shall
be reflected in an option agreement executed in connection with the granting
of the option.  During the year ended December 31, 1998, no options were granted
under the 1997 Option Plan.

1999 Stock Option Plan

           In April 1999, the Company's Board of Directors adopted and approved
the 1999 Stock Option Plan.  The 1999 Option Plan is designed to serve as an
incentive for retaining qualified and competent directors, employees and
consultants.  See "Approval of the Company's 1999 Stock Option Plan."

Option Values

           The following table sets forth, as of December 31, 1998, the number
of options and the value of exercised and unexercised options held by the
Named Individuals.



                                                     Value of Unexercised
                          Number of Unexercised      in-the-money
                          Options at Dec. 31, 1998   Options at Dec. 31, 1998(1)
                         ------------------------   ---------------------------
               Shares
               Acquired in   Value
Name           Exercise (#)  Realized ($) Exer. Unexer.  Exer. Unexer.
- ----          ------------ ------------ ------- -------  ----- --------
                                                
Gary N. Siegler 237,831    $5,614,306  514,044   --  $8,777,388    --
Wayne M. Mertes   --           --      476,250   --  $9,234,981    --
Robert B. Lee    69,000    $1,109,520  103,500   --  $1,619,512    --
Kenneth W. Ashley 88,562   $1,784,834    7,500 42,500 $ 162,277 $676,887


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


(1)  On December 31, 1998 the last reported sales price for the Common Stock
on the New York Stock Exchange was $25.75.

Compensation Committee Report on Executive Compensation

           In May 1998, the Board of Directors established a Compensation
Committee to review and make recommendations to the Board regarding salaries,
compensation and benefits of executive officers and key employees of the
Company, including the granting of stock options.  Prior to the establishment of
the Compensation Committee, the full Board of Directors reviewed and made all
decisions regarding the compensation of the Company's executive officers and
employees based upon the recommendations of the Company's executive officers.

           Compensation of the Company's executive officers and key employees
has historically consisted of three components: base salary, annual bonuses and
long-term incentive awards in the form of stock options.  Base compensation
levels have been developed 



in order to attract and retain executives and key employees based on their level
of responsibility within the Company.  Generally, the Company has positioned
salaries, together with some anticipated level of bonuses, at median
compensation levels for comparable positions and responsibilities in the market.
 Individual salaries may be higher or lower based on the qualifications and
experience of the individual as well as Company performance. Base salaries
have been subject to periodic review and adjustment and annual salary
adjustments have been made based on the factors described above.  Bonuses and
tock option grants closely link executive pay with performance in areas key to
the Company's operating success.  The Company has granted bonuses and stock
options to executives and employees based upon subjective and objective
performance criteria relating to both the Company and the individual, including
the level of Company revenues and earnings, a person's responsibility level and
other performance targets.

           During the first quarter of 1999, the Compensation Committee retained
the nationally recognized executive compensation consulting firm of William M.
Mercer, Inc. to advise it with respect to executive and employee compensation
and other related matters.  The objectives of William M. Mercer's review are
principally to benchmark the senior executive compensation levels at the Company
to an industry peer group, compare the Company's financial performance to the
same peer group and assess the pay and performance relationship thereof.

           During the year ended December 31, 1998, the compensation of the
Company's President and Chief Executive Officer, Mr. Mertes, was established
pursuant to a written employment agreement which expires on October 31, 2000.
 Mr. Mertes currently receives an annual salary of $260,000 and is entitled to
receive a bonus equal to 20% of the Company's annual "Defined Income" (defined
as the Company's net income, after eliminating all extraordinary or non-
recurring items of income and expense, before deduction of taxes and interest)
in excess of $5,392,000, with a maximum annual bonus limit of $230,000.  See
"Management of the Company - Employment Agreements."  Mr. Mertes' employment
agreement which was set to expire in October 1998 was amended during 1998 to



extend the term for two years, to modify the annual salary and maximum bonus
amounts for Mr. Mertes and to enter into a split dollar life insurance
arrangement with Mr. Mertes.  The terms of such amendment were negotiated and
recommended to the Board of Directors by the Compensation Committee, which
utilized an outside executive compensation consultant and an insurance
consultant to assist it in its evaluation of the terms of Mr. Mertes employment
arrangement.  The Compensation Committee considered Mr. Mertes' contribution to
the success of the Company and analyzed, among other matters, the reported
compensation of the other chief executive officers of the Company's competitors
as well as operating and performance criteria of the Company and such other
companies.  Such criteria included comparisons and analyses of sales growth,
earnings per share growth, return on equity, stock performance and other
meaningful data.

           The Company established the 1993 Stock Option Plan, 1995 Stock Option
Plan and 1996 Stock Option Plan, which are administered by the Compensation
Committee, and the 1993 Option Plan and 1997 Stock Option Plan, which are
administered by the Board.  See "Management of the Company -- Stock Option
Plans."  The Company adopted these stock option plans in order to create
incentives for retaining qualified and competent employees and maximizing long-
term stockholder values.  The structure of the 1999 Stock Option Plan, the
approval of which is proposed in this Proxy Statement, was based on the
recommendations of the Compensation Committee's consultants, William M. Mercer,
Inc.  The Compensation Committee intends to examine and evaluate the performance
of the Company's officers and employees, through discussions with senior
management and otherwise, and make recommendations to the Board of Directors
with respect to base salary, bonuses and any other elements of compensation in
light of an overriding Company philosophy linking pay and performance.

                                            COMPENSATION COMMITTEE
                                             Stephen M. Davis
                                             Doy B. Henley
                                             Greg McCaffery




Performance Graph

           Set forth below is a graph comparing cumulative total stockholder
returns (assuming reinvestment of dividends) of the Company; the CRSP Total
Return Index for the NYSE/AMEX/Nasdaq Stock Market (US Companies), comprising
all domestic shares traded in the New York Stock Exchange, American Stock
Exchange and Nasdaq Stock Market; and a self-determined peer group of seven
companies.  The graph assumes $100 invested on December 31, 1993 (the date of
the Company's initial public offering) in the Company and in each of the
indices.  The performance shown in the graph is not necessarily indicative of
future performance.

                      [GRAPH SHOWN HERE]

Certain Relationships and Related Party Transactions
                  
           Though December 31, 1998, the Company was a party to a financial
advisory agreement dated January 23, 1998 (the "Advisory Agreement") with 712
Advisory Services, Inc. ("ASI"), an affiliate of the Chairman of the Company,
Mr. Gary N. Siegler.  Mr. Neil H. Koffler, a director of the Company, is also
an employee of ASI.  The Advisory Agreement terminated effective as of December
31, 1998 and has not been renewed. 
Pursuant to the Advisory Agreement, ASI agreed to provide advice and
consultation concerning financial and related matters, including, among other
things, with respect to private financings, public offerings, acquisitions,
commercial banking relations and other business ventures.  Fees paid under the
Advisory Agreement between the Company and ASI totaled $231,000 for the fiscal
year ended December 31, 1998.  In addition, for his duties as Chairman, Mr.
Siegler was paid $205,000 for the year ended December 31, 1998.

           In September 1997, the Company acquired, for $2.75 million, a limited
partnership interest in Dune Jet Services, L.P. (the "Partnership"), a Delaware
limited partnership formed for the purposes of acquiring and operating an
airplane for the partners' business uses and for third-party charter flights
(the "Aircraft").  The Partnership sold the Aircraft in January 1999.  The
general partner of the Partnership is Dune Jet Services, Inc. ("DJ Services") a
Delaware corporation, the sole stockholder of which is the Company's
Chairman, Mr. Siegler.  DJ Services contributed $1.55 million for its general
partnership interest and an additional $3.25 million for a separate limited



partnership interest.  The Aircraft was partially financed by a $4.25 million
loan from a third party financing source, the repayment of which loan was
personally guaranteed by Mr. Siegler.  Pursuant to the Partnership's limited
partnership agreement and operating agreement terms, the Company, as a limited
partner, had the right to use the Aircraft for business purposes for its pro
rata share of 800 hours per year, at a rate modestly above the variable cost of
operating the Aircraft.  Hours not used by the partners were available for
charter flights at market rates.  Profits and losses of the partnership are
generally allocated in accordance with the partners' respective capital
contributions, except that depreciation is allocated to the general partner, and
distributions to the partners will be made in the same ratios as the allocations
of profits and losses.  Pursuant to the partnership agreement, DJ Services is
entitled to reimbursement for expenses and indemnification from the Partnership
for acting in its capacity as general partner.  Other than the purchase of its
partnership interest, the Company has made no other payments with respect to the
Partnership, other than payments for the use of the Aircraft.  On March 23,
1999, the Company received $2.55 million as a partial distribution in respect of
its limited partnership interest. It is expected that the Company's partnership
interest will be fully liquidated during 1999.

           Mr. Robert B. Lee, a director of the Company and the Chairman and
Chief Executive Officer of CCI, is a partner in a joint venture which is a party
to a lease agreement with the Company's CCI subsidiary.  Pursuant to the
agreement, CCI leases from the joint venture a parcel of property constituting a
majority of CCI's manufacturing facilities.  During the year ended December 31, 
1998, the Company paid $1,134,000 under the lease agreement.  The lease
agreement calls for future payments of $1,159,000 annually, adjusted 3% annually
for inflation, through October 31, 2000.  In addition, Mr. Lee is a partner in
another joint venture which in 1998 leased to CCI a separate parcel containing
manufacturing facilities used by CCI (the "Acquired Property").  During fiscal
1998, the Company paid $334,000 in rent under the lease agreement for the
Acquired Property.  On October 8, 1998, the Company purchased the Acquired
Property from Mr. Lee's joint venture for $2,100,000 pursuant to 



the exercise of a purchase option contained in the lease agreement for such
property. Heller Ehrman White & McAuliffe (formerly Werbel & Carnelutti), a law
firm in which Mr. Stephen M. Davis, the Secretary and a director of the Company,
is a shareholder, performed legal services for the Company for which it was paid
fees and expenses of $123,973 the year ended December 31, 1998.

                                           VOTING SECURITIES AND
                                            PRINCIPAL HOLDERS THEREOF

           The following table set forth as of April 1, 1999 the number and
percentage of shares of Common Stock held by (i) each of the executive officers
and directors of the Company, (ii) all persons who are known by the Company to
be the beneficial owners of, or who otherwise exercise voting or dispositive
control over, five percent or more of the Company's outstanding Common Stock and
(iii) all of the Company's present executive officers and directors as a group:

                             Common Stock                  Percentage of
Beneficial Owner               Owned(1)                    Outstanding
- ----------------            -------------                  --------------
                                                          
Gary N. Siegler (2)(3)          922,320                        8.5%
c/o Siegler, Collery & Co.
10 East 50th Street
New York, NY 10022

Wayne M. Mertes (4)              815,310                        7.5%
c/o National R.V., Inc.
3411 N. Perris Blvd.
Perris, CA 92571

Robert B. Lee (5)                637,661                        6.1%
c/o National R.V., Inc.
3411 N. Perris Blvd.
Perris, CA 92571

Neil H. Koffler (6)              155,976                        1.5%
c/o Siegler, Collery & Co.
10 East 50th Street
New York, NY 10022

Stephen M. Davis (7)              46,560                           *

Doy B. Henley                     1,000                            *

Greg McCaffery                    1,162                            *

Kenneth W. Ashley (8)            37,191                            *


                                Common Stock                  Percentage of
Beneficial Owner                 Owned(1)                     Outstanding
- ----------------               -------------                  --------------
                                                            
All executive officers and
directors as a group
(8 in number)
(2)(3)(4)(5)(6)(7)(8)            2,517,181                           21.8%


- --------------------------
*          Less than one percent.

(1)        Except as otherwise indicated, the persons named in the table have
sole voting and investment power with respect to the shares of Common Stock
shown as beneficially owned by them.

(2)        Mr. Siegler, due to his ownership interest in Siegler Collery and
other affiliates which control The SC Fundamental Value Fund, L.P., S.C.
Fundamental Value BVI, Ltd. and certain other entities which beneficially own an
aggregate of 365,173 shares of Common Stock, is deemed to beneficially own all
of the shares of Common Stock owned of record by all such entities.

(3)        Includes 514,044 shares underlying outstanding options held by Mr.
Siegler and 42,057 shares of Common Stock owned by The Gary N. Siegler
Foundation, which shares Mr. Siegler is deemed to beneficially own.

(4)        Includes 476,250 shares underlying outstanding options and excludes
2,500 shares of Common Stock owned by Mr. Mertes' wife, Mrs. Mamie M. Mertes.

(5)        Includes 103,500 shares underlying outstanding options and excludes
152,470 shares of Common Stock owned by Mr. Lee's wife, Mrs. Terry N. Lee.

(6)        Includes 55,958 shares underlying outstanding options held by Mr.
Koffler and an aggregate of 99,999 shares of Common Stock owned by The SC
Fundamental Value Fund, L.P. and S.C. Fundamental Value BVI, Ltd., which shares
Mr. Koffler is deemed to beneficially own.

           

(7)        Includes 40,875 shares underlying outstanding options. Excludes 60
shares owned by Mr. Davis' son for which Mr. Davis disclaims beneficial
ownership.

(8)        Includes 7,500 shares underlying outstanding options exercisable
within 60 days.

           

                                            OTHER MATTERS

           The Board of Directors is not currently aware of any other matters to
be transacted at the Annual Meeting.  However, if any other matter should
properly come before the Annual Meeting or any adjournment thereof, the persons
named in the accompanying proxy intend to vote on such matters as they, in their
discretion, may determine, subject, in any event, to the requirements of
Delaware Law.

           The Company will bear all costs of soliciting proxies in the
accompanying form.  Solicitation will be made by mail, and officers of the
Company may also solicit proxies by telephone or personal interview.  In
addition, the Company expects to request persons who hold shares in their names
for others to forward copies of this proxy soliciting material to them and to
request authority to execute proxies in the accompanying form, and the Company
will reimburse such persons for their out-of-pocket and reasonable clerical
expenses in doing this.

                                                FINANCIAL STATEMENTS

           The Company's audited financial statements for the year ended
December 31, 1998 and certain other related financial and business information
of the Company are contained in the Company's 1998 Annual Report to Stockholders
previously mailed by the Company to its stockholders.

                                             STOCKHOLDERS' PROPOSALS

           Any proposal which an eligible stockholder wishes to include in the
proxy or information statement for the 2000 Annual Meeting of Stockholders must
be received by the Company at its principal executive offices at 3411 N. Perris
Boulevard, Perris, California 92571, not later than December 24, 1999.
                                       By Order of the Board of Directors

                                           Stephen M. Davis, Secretary
Dated: April 23, 1999



                                                        EXHIBIT I

                     NATIONAL R.V. HOLDINGS, INC.

                       1999 STOCK OPTION PLAN

           1.         Purpose.  The purpose of this Plan is to strengthen
National R.V. Holdings, Inc. by providing an incentive to its employees,
consultants and directors, encouraging them to devote their abilities to the
success of the Company.  It is intended that this purpose be achieved by
extending to employees, consultants and directors of the Company or any
subsidiary an added long-term incentive for high levels of performance and
exceptional efforts through the grant of options to purchase shares of the
Company's common stock under this National R.V. Holdings, Inc. 1999 Stock Option
Plan.

           2.         Definitions.  For purposes of the Plan:

                2.1.  "Agreement" means the written agreement between the
Company and an Optionee evidencing the grant of an Option and setting forth the
terms and conditions
thereof.
                2.2.  "Board" means the Board of Directors of the Company.
               2.3.  "Cause" means with respect to an Eligible Employee,
including an Eligible Employee who is a director of the Company, (i) the
voluntary termination of employment by such Eligible Employee, (ii) intentional
failure to perform, or habitual neglect of, reasonably assigned duties, (iii)
dishonesty or willful misconduct in the performance of an Optionee's duties,
(iv) an Optionee's engaging in a transaction in connection with the performance
of such Optionee's duties to the Company or any of its Subsidiaries thereof
which transaction is adverse to the interests of the Company or any of its 
Subsidiaries and which is engaged in for personal profit to the Optionee, (v)
willful violation of any law, rule or regulation in connection with the
performance of an Optionee's duties, (vi) willful violation of any policy
adopted by the Company relating to the performance or behavior of employees or
(vii) acts of carelessness or misconduct 



which have in the reasonable judgment of the Company's Board of Directors, an
adverse effect on the Company.

           2.4.  "Change in Capitalization" means any increase or reduction in
the number of Shares, or any change (including, but not limited to, a change in
value) in the Shares or exchange of Shares for a different number or kind of
shares or other securities of the Company, by reason of a reclassification,
recapitalization, merger, consolidation, reorganization, spin-off, split-up,
issuance of warrants or rights or debentures, stock dividend, stock split or
reverse stock split, cash dividend, property dividend, combination or
exchange of shares, repurchase of shares, public offering, private placement,
change in corporate structure or otherwise.

           2.5.  "Code" means the Internal Revenue Code of 1986, as amended.

           2.6.  "Committee" shall mean a committee of the Board of Directors
consisting of no fewer than two (2) persons who are (i) "nonemployee directors"
within the meaning of Rule 16b-3 under the Exchange Act, or any successor rule
or regulation and (ii) "outside directors" within the meaning of Section 162(m)
of the Code; provided however, that clause (ii) shall apply only with respect to
grants of Options intended by the committee to qualify as "performance-bases
compensation" under Section 162(m) of the Code.
           2.7.  "Company" means National R.V. Holdings, Inc.

           2.8.  "Consultant Option" means an Option granted to a consultant
pursuant to Section 7.

           2.9.  "Director Option" means an Option granted to a Nonemployee
Director pursuant to Section 5.

           2.10.  "Disability" means a physical or mental infirmity which
impairs the Optionee's ability to perform substantially his or her duties for
a period of sixty (60) consecutive days.



           2.11.  "Eligible Employee" means any officer or other employee of the
Company or a Subsidiary who is designated by the Committee as eligible to
receive Options subject to the conditions set forth herein.

           2.12.  "Employee Options" means an Option granted to an Eligible
Employee pursuant to Section 6.

           2.13.  "Exchange Act" means the Securities Exchange Act of 1934,
as amended.

           2.14.  "Fair Market Value" on any date means the average of the high
and low sales prices of the Shares on such date on the principal national
securities exchange on which such Shares are listed or admitted to trading, or
if such Shares are not so listed or admitted to trading, the arithmetic mean of
the per Share closing bid price and per Share closing asked price on such date
as quoted on the National Association of Securities Dealers Automated Quotation
System or such other market in which such prices are regularly quoted, or, if
there have been no published bid or asked quotations with respect to Shares on
such date, the Fair Market Value shall be the value established by the Board in
good faith and in accordance with Section 422 of the Code.

           2.15.  "Incentive Stock Option" means an Option satisfying the
requirements of Section 422 of the Code and designated by the Committee as an
Incentive Stock Option.

           2.16.  "Nonqualified Stock Option" means an Option which is not an
Incentive Stock Option.

           2.17.  "Nonemployee Director" means a director of the Company who is
not a full-time employee of the Company or any Subsidiary.

           2.18.  "Option" means an Employee Option, a Director Option, a
Consultant Option or any or all of them.



           2.19.  "Optionee" means a person to whom an Option has been granted
under the Plan.

           2.20.  "Parent" means any corporation which is a parent corporation
(within the meaning of Section 424(e) of the Code) with respect to the Company.

           2.21.  "Plan" means the National R.V. Holdings, Inc. 1999 Stock
Option Plan.

           2.22.  "Shares" means the common stock, par value $.01 per share, of
the Company.

           2.23.  "Subsidiary" means any corporation which is a subsidiary
corporation (within the meaning of Section 424(f) of the Code) with respect to
the Company.

           2.24.  "Successor Corporation" means a corporation, or a parent or
subsidiary thereof within the meaning of Section 424(a) of the Code, which
issues or assumes a stock option in a transaction to which Section 424(a) of the
Code applies.

           2.25.  "Ten-Percent Stockholder" means an Eligible Employee or other
eligible Plan participant, who, at the time an Incentive Stock Option is to be
granted to him or her, owns (within the meaning of Section 422(b)(6) of the
Code) stock possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company, or of a Parent or a Subsidiary.

           3.         Administration.
           3.1.  The Plan shall be administered by the Committee which shall
hold meetings at such times as may be necessary for the proper administration of
the Plan.  The Committee shall keep minutes of its meetings.  A quorum shall
consist of not less than a majority of the Committee and a majority of a quorum
may authorize any action.  Any decision or determination reduced to writing and
signed by a majority of all of the members of the Committee shall be as fully
effective as if made by a majority 



vote at a meeting duly called and held.  No member of the Committee shall be
liable for any action, failure to act, determination or interpretation made in
good faith with respect to this Plan or any transaction hereunder, except for
liability arising from his or her own willful misfeasance, fraud or bad faith.
The Company hereby agrees to indemnify each member of the Committee for all
costs and expenses and, to the extent permitted by applicable law, any
liability incurred in connection with defending against, responding to,
negotiation for the settlement of or otherwise dealing with any claim, cause of
action or dispute of any kind arising in connection with any action or failure
to act in administering this Plan or in authorizing or denying authorization to
any transaction hereunder. 
           3.2.  Subject to the express terms and conditions set forth herein,
the Committee shall have the power from time to time to determine those
Optionees to whom Options shall be granted under the Plan and the number of
Incentive Stock Options and/or Nonqualified Stock Options to be granted to such
Optionee and to prescribe the terms and conditions (which need not be identical)
of each Option, including the purchase price per Share subject to each Option,
and make any amendment or modification to any Agreement consistent with the
terms of the Plan.

           3.3.  Subject to the express terms and conditions set forth herein,
the Committee shall have the power from time to time:
                      (a)  to construe and interpret the Plan and the Options
granted thereunder and to establish, amend and revoke rules and regulations for
the administration of the Plan, including, but not limited to, correcting any
defect or supplying any omission, or reconciling any inconsistency in the Plan
or in any Agreement, in the manner and to the extent it shall deem necessary or 
advisable to make the Plan fully effective, and all decisions and
determinations by the Committee in the exercise of this power shall be final,
binding and conclusive upon the Company, its Subsidiaries, the Optionees and all
other persons having any interest therein;

                      (b)  to determine the duration and purposes for leaves of
absence which may be granted to an Optionee on an individual



basis without constituting a termination of employment or service for purposes
of the Plan;

                      (c)  to exercise its discretion with respect to the powers
and rights granted to it as set forth in the Plan;

                      (d)  generally, to exercise such powers and to perform
such acts as are deemed necessary or advisable to promote the best interests of
the Company with respect to the Plan.

           4.         Stock Subject to Plan.

           4.1.  The maximum number of Shares that may be made the subject of
Options granted under the Plan is 400,000 Shares (or the number and kind of
shares of stock or other securities to which such Shares are adjusted upon a
Change in Capitalization pursuant to Section 9) and the Company shall reserve
for the purposes of the Plan, out of its authorized but unissued Shares or out
of Shares held in the Company's treasury, or partly out of each, such number of
Shares as shall be determined by the Committee. During any calendar year
no person may be granted Options with respect to more than 100,000 Shares.

           4.2.  Whenever any outstanding Option or portion thereof expires, is
canceled or is otherwise terminated for any reason, the Shares allocable to the
canceled or otherwise terminated Option or portion thereof may again be the
subject of Options granted hereunder.

                      5.         Option Grants for Nonemployee Directors.

           5.1.  Authority of Committee.  Subject to the provisions of the Plan,
the Committee shall have full and final authority to select those Nonemployee
Directors who will receive Director Options, the terms and conditions of which
shall be set forth in an Agreement.



           5.2.  Purchase Price.  The purchase price or the manner in which the
purchase price is to be determined for Shares under each Director Option shall
be determined by the Committee and set forth in the Agreement evidencing the
Option, provided that the purchase price per Share under each Director Option
shall be not less than the Fair Market Value of a Share on the date the Director
Option is granted.

           5.3.  Duration.  Director Options shall be for a term to be
designated by the Committee and set forth in the Agreement evidencing the
Option.

           5.4.  Vesting.   Each Director Option shall, commencing not earlier
than the date of its grant, become exercisable in such installments (which need
not be equal or may be one installment) and at such times as may be designated
by the Committee and set forth in the Agreement evidencing the Option.  To the
extent not exercised, installments shall accumulate and be exercisable, in whole
or part, at any time after becoming exercisable, to not later than the date the
Director Option expires.  The Committee may accelerate the exercisability of any
Option or portion thereof at any time.

6.         Option Grants for Eligible Employees.

           6.1.  Authority of Committee.  Subject to the provisions of the Plan,
the Committee shall have full and final authority to select those Eligible
Employees who will receive Employee Options, the terms and conditions of which
shall be set forth in an Agreement; provided, however, that no Eligible
Employee shall receive an Incentive Stock Option unless he is an employee of
the Company, a Parent or a Subsidiary at the time the Incentive Stock Option
is granted.

           6.2.  Purchase Price.  The purchase price or the manner in which the
purchase price is to be determined for Shares under each Employee Option shall
be determined by the Committee and set forth in the Agreement evidencing the
Option, provided that the purchase price per Share under each Employee Option
shall be (i) except as provided in clause (ii) of this Section 6.2, not less



than the Fair Market Value of a Share on the date the Employee Option is
granted; and (ii) with respect to any Incentive Stock Option granted to a Ten
Percent Stockholder, not less than 110% of the Fair Market Value of a Share on
the date the Option is granted.

           6.3.  Duration.  Employee Options granted hereunder shall be for such
term as the Committee shall determine, provided that no Employee Option shall be
exercisable after the expiration of ten (10) years from the date it is granted
(five (5) years in the case of an Incentive Stock Option granted to a Ten-
Percent Stockholder).  The Committee may, subsequent to the granting of any
Employee Option, extend the term thereof but in no event shall the term as so
extended exceed the maximum term provided for in the preceding sentence.

           6.4.  Vesting.  Each Employee Option shall, commencing not earlier
then the date of its grant, become exercisable in such installments (which need
not be equal or may be in one installment) and at such times as may be
designated by the Committee and set forth in the Agreement evidencing the
Option.  To the extent not otherwise provided by the Committee, Employee Options
shall be exercisable in three (3) equal installments each equal to one-third
of the entire Option granted, the first of which shall become exercisable on
the first anniversary of the date of the grant of the Employee Option, the
second installment of which shall become exercisable on the second anniversary
of the date of grant of the Employee Option, and the final installment of which
shall become exercisable on the third anniversary of the date of grant.  To the
extent not exercised, installments shall accumulate and be exercisable, in whole
or part, at any time after becoming exercisable, to not later than the date
the Employee Option expires.  The Committee may accelerate the exercisability of
any Option or portion thereof at any time.
           6.5.  $100,000 Per Year Limitation for Incentive Stock Options.  To
the extent that the aggregate Fair Market Value  (determined as of the date of
grant) of Shares for which Incentive Stock Options are exercisable for the first
time by any Optionee during any calendar year (under all plans of the Company
and its Subsidiaries) exceeds $100,000, such excess Incentive Stock Options
shall be treated as Nonqualified Stock Options.

                      7.         Option Grants for Consultants.

           7.1.  Authority of Committee.  Subject to the provisions of the Plan,
the Committee shall have full and final authority to select those consultants to
the Company or a Subsidiary who will receive Consultant Options, the terms and
conditions of which shall be set forth in an Agreement.  An employee or officer
of the Company shall not be deemed a consultant.

           7.2.  Purchase Price.  The purchase price or the manner in which the
purchase price is to be determined for Shares under each Consultant Option shall
be determined by the Committee and set forth in the Agreement evidencing the
Option, provided that the purchase price per Share under each Consultant Option
shall be not less than the Fair Market Value of a Share on the date the
Consultant Option is granted.

           7.3.  Duration.  Consultant Options granted hereunder shall be for
such term as the Committee shall determine, provided that no Consultant Option
shall be exercisable after the expiration of ten (10) years from the date it is
granted.  The Committee may, subsequent to the granting of any Consultant
Option, extend the term thereof but in no event shall the term as so extended
exceed the maximum term provided for in the preceding sentence.

           7.4.  Vesting.   Each Consultant Option shall, commencing not earlier
then the date of its grant, become exercisable in such installments (which need
not be equal or may be in one installment) and at such times as may be
designated by the Committee and set forth in the Agreement evidencing the
Option.  To the extent not otherwise provided by the Committee, Consultant
Options shall be exercisable in three (3) equal installments each equal
to one-third of the entire Option granted, the first of which shall become
exercisable on the first anniversary of the date of grant of the Consultant
Options, the second installment of which shall become exercisable on the second
anniversary of the date of grant, and the final installment of which shall
become exercisable on the third anniversary of the date of grant. To the extent
not exercised, installments shall accumulate and be exercisable, in whole or
part, at any time after becoming



exercisable, to not later than the date the Consultant Option expires.  The
Committee may accelerate the exercisability of any Option or portion thereof
at any time.

              8. Terms and Conditions Applicable to All Options

           8.1.  Non-transferability.  No Option granted hereunder shall be
transferable by the Optionee to whom granted otherwise than by will or the laws
of descent and distribution, and an Option may be exercised during the lifetime
of such Optionee only by the Optionee or his or her guardian or legal
representative.  The terms of each Option shall be final, binding and conclusive
upon the beneficiaries, executors, administrators, heirs and successors of the
Optionee.

           8.2.  Method of Exercise.  The exercise of an Option shall be made
only by a written notice delivered in person or by mail to the Chief Financial
Officer of the Company at the Company's principal executive office, specifying
the number of Shares to be purchased and accompanied by payment therefor and
otherwise in accordance with the Agreement pursuant to which the Option was
granted.  The purchase price for any Shares purchased pursuant to
the exercise of an Option shall be paid in full upon such exercise, as
determined by the Committee in its discretion, by any one or a combination of
the following:  (i) cash, (ii) transferring Shares to the Company upon such
terms and conditions as determined by the Committee; or (iii) as otherwise
determined by the Committee.  At the Optionee's request and subject to the
consent of the Committee, Shares to be acquired upon the exercise of a
portion of an Option will be applied automatically to pay the purchase price in
connection with the exercise of additional portions of the Option then being
exercised.  The written notice pursuant to this Section 8.2 may also provide
instructions from the Optionee to the Company that upon receipt of the purchase
price in cash from the Optionee's broker or dealer, designated as such on the
written notice, in payment for any Shares purchased pursuant to the exercise of
an Option, the Company shall issue such Shares directly to the designated broker
or dealer.  Any Shares transferred to the Company as payment of the purchase
price under an Option shall be valued at their Fair Market Value
 


on the day preceding the date of exercise of such Option.  If requested by the
Committee, the Optionee shall deliver the Agreement evidencing the Option to the
Chief Financial Officer of the Company who shall endorse thereon a notation of
such exercise and return such Agreement to the Optionee.  No fractional shares
(or cash in lieu thereof) shall be issued upon exercise of an Option and the
number of Shares that may be purchased upon exercise shall be rounded to the
nearest number of whole Shares.

           8.3.  Rights of Optionees.  No Optionee shall be deemed for any
purpose to be the owner of any Shares subject to any Option unless and until
(i) the Option shall have been exercised pursuant to the terms thereof, (ii)
the Company shall have issued and delivered the Shares to the Optionee and (iii)
the Optionee's name shall have been entered as a stockholder of record on the
books of the Company.  Thereupon, the Optionee shall have full voting, 
dividend and other ownership rights with respect to such Shares.

           8.4.  Termination of Employment or Services.  Unless otherwise
provided in the Agreement evidencing the Option, an Option (other than an Option
granted to a consultant or a Nonemployee Director) shall terminate upon an
Optionee's termination of employment (or similar arrangement) with the Company
and its Subsidiaries as follows:

                      (a)  in the event the Optionee's employment terminates as
a result of Disability, the Optionee may at any time within three (3) months
after such event exercise the Option or portion thereof that was exercisable on
the date of such termination;

                      (b)  if an Optionee's employment terminates for Cause, the
Option shall terminate immediately and no rights thereunder may be exercised;

                      (c)  if an Optionee's employment terminates without Cause,
the Optionee may at any time within one (1) month after such event exercise the
Option or portion thereof that was exercisable on the date of such termination;
and



                      (d)  if an Optionee dies while an employee of the Company
or any Subsidiary or within six (6) months after termination as a result of
Disability as described in clause (a) of this Section 8.4, the Option may be
exercised at any time within six (6) months after the Optionee's death by the
person or persons to whom such rights under the Option shall pass
by will or by the laws of descent and distribution; provided, however, that an
Option may be exercised to the extent, and only to the extent, that the Option
or portion thereof was exercisable on the date of death or earlier termination.

           Notwithstanding the foregoing, in no event may any Option be
exercised by anyone after the expiration of the term of the Option.

           8.5.  Termination of Nonemployee Director Options and Consultant
Options.  Nonemployee Director Options and Consultant Options granted to
Nonemployee Directors and consultants to the Company or a Subsidiary shall
terminate under such circumstances as are provided in the Agreement evidencing
the Option, and if not expressly specified, as of the close of business on the
last day of the term of the Option, but in no event may such an Option be
exercised by anyone after the expiration of the term of the Option.

           8.6.  Modification or Substitution.  The Committee may, in its
discretion, modify outstanding Options or accept the surrender of outstanding
Options (to the extent not exercised) and grant new Options in substitution for
them.  Notwithstanding the foregoing, no modification of an Option shall
adversely alter or impair any rights or obligations under the Option without the
Optionee's consent.

           9.         Adjustment Upon Changes in Capitalization.
           9.1.  Subject to Section 10, in the event of a Change in
Capitalization, the Committee shall conclusively determine the appropriate
adjustments, if any, to the maximum number or class of Shares or other stock or
securities with respect to which Options may be granted under the Plan, the
number and class of Shares or other stock or securities which are subject to



outstanding Options granted under the Plan, and the purchase price therefor,
if applicable.

           9.2.  Any such adjustment in the Shares or other stock or securities
subject to outstanding Incentive Stock Options (including any adjustments in the
purchase price) shall be made in such manner as not to constitute a modification
as defined by Section 424(h)(3) of the Code and only to the extent otherwise
permitted by Sections 422 and 424 of the Code.

           9.3.  If, by reason of a Change in Capitalization, an Optionee shall
be entitled to exercise an Option with respect to new, additional or different
shares of stock or securities,such new, additional or different shares shall the
reupon be subject to all of the conditionswhich were applicable to the Shares
subject to the Option, as the case may be, prior to such Change in
Capitalization.

           10.        Effect of Certain Transactions.

           In the event of (i) the liquidation or dissolution of the Company or
(ii) a merger or consolidation of the Company (a "Transaction"), the Plan and
the Options issued hereunder shall continue in effect in accordance with their
respective terms and each Optionee shall be entitled to receive in respect of
each Share subject to any outstanding Options, as the case may be, upon
exercise of any Option, the same number and kind of stock, securities, cash,
property, or other consideration that each holder of a Share was entitled to
receive in the Transaction in respect of a Share.  In the event that, after a
Transaction, there occurs any change of a type described in Section 2.4
hereof with respect to the shares of the surviving or resulting corporation,
then adjustments similar to, and subject to the same conditions as, those in
Section 9 hereof shall be made by the Committee.



           11.        Termination and Amendment of the Program.

           11.1.  The Plan shall terminate on the day preceding the tenth
anniversary of the date of its adoption by the Board and no Option may be
granted thereafter.  The Board may sooner terminate or amend the Plan at any
time and from time to time; provided, however, that to the extent necessary
under Section 16(b) of the Exchange Act and the rules and regulations
promulgated thereunder or other applicable law, no amendment shall be effective
unless approved by the stockholders of the Company in accordance with applicable
law and regulations at an annual or special meeting held within twelve (12)
months after the date of adoption of such amendment.

           11.2.  Except as provided in Sections 9 and 10 hereof, rights and
obligations under any Option granted before any amendment or termination of the
Plan shall not be adversely altered or impaired by such amendment or
termination, except with the consent of the Optionee, nor shall any amendment or
termination deprive any Optionee of any Shares which he may have acquired
through or as a result of the Plan.

           12.        Non-Exclusivity of the Plan.  The adoption of the Plan by
the Board shall not be construed as amending, modifying or rescinding any
previously approved incentive arrangement or as creating any limitations on the
power of the Board to adopt such other incentive arrangements as it may deem
desirable, including, without limitation, the granting of stock options
otherwise than under the Plan, and such arrangements may be either
applicable generally or only in specific cases.

           13.        Limitation of Liability.  As illustrative of the
limitations of liability of the Company, but not intended to be exhaustive
thereof, nothing in the Plan shall be construed to:

                                 (i)        give any person any right to be
granted an Option other than at the sole discretion of the Committee;



                                 (ii)       give any person any rights
whatsoever with respect to Shares except as specifically provided in the Plan;

                                 (iii) limit in any way the right of the Company
to terminate the employment of any person at any time; or

                                 (iv)       be evidence of any agreement or
understanding, expressed or implied, that the Company will employ any person at
any particular rate of compensation or for any particular period of time.

           14.        Regulations and Other Approvals; Governing Law.

           14.1.  This Plan and the rights of all persons claiming hereunder
shall be construed and determined in accordance with the laws of the State of
Delaware.

           14.2.  The obligation of the Company to sell or deliver Shares with
respect to Options granted under the Plan shall be subject to all applicable
laws, rules and regulations, including all applicable federal and state
securities laws, and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Committee.

           14.3.  The Plan is intended to comply with Rule 16b-3 promulgated
under the Exchange Act and the Committee shall interpret and administer the
provisions of the Plan or any Agreement in a manner consistent therewith.  Any
provisions inconsistent with such Rule shall be inoperative and shall not affect
the validity of the Plan.

           14.4.  The Board may make such changes as may be necessary or
appropriate to comply with the rules and regulations of any government
authority, or to obtain for Eligible Employees granted Incentive Stock
Options the tax benefits under the applicable provisions of the Code and
regulations promulgated thereunder.



           14.5.  Each Option is subject to the requirement that, if at any time
the Committee determines, in its discretion, that the listing, registration or
qualification of Shares issuable pursuant to the Plan is required by any
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body is necessary or desirable as
a condition of, or in connection with, the grant of an Option or the issuance
of Shares, no Options shall be granted or payment made or Shares issued, in
whole or in part, unless listing, registration, qualification, consent or
approval has been effected or obtained free of any conditions, or as otherwise
determined to be acceptable to the Committee.

           14.6.  Notwithstanding anything contained in the Plan to the
contrary, in the event that the disposition of Shares acquired pursuant to the
Plan is not covered by a then current registration statement under the
Securities Act of 1933, as amended, and is not otherwise exempt from such
registration, such Shares shall be restricted against transfer to the extent
required by the Securities Act of 1933, as amended, and Rule 144 or other
regulations thereunder.  The Committee may require any individual receiving
Shares pursuant to the Plan, as a condition precedent to receipt of such Shares
upon exercise of an Option, to represent and warrant to the Company in writing
that the Shares acquired by such individual are acquired without a view to any
distribution thereof and will not be sold or transferred other than pursuant to
an effective registration thereof under said act or pursuant to a exemption
applicable under the Securities Act of 1933, as amended, or the rules and
regulations promulgated thereunder.  The certificates evidencing any of such
Shares shall be appropriately amended to reflect their status as restricted
securities as aforesaid.

           15.        Miscellaneous.

           15.1.  Multiple Agreements.  The terms of each Option may differ from
other Options granted under the Plan at the same time, or at some other time.
 The Committee may also grant more than one Option to a given Eligible Employee
during the term of the Plan, either in addition to, or in substitution for, one
or more Options previously granted to that Eligible Employee.



           15.2.  Withholding of Taxes.  (a) The Company shall have the right to
deduct from any distribution of cash to any Optionee, an amount equal to the
federal, state and local income taxes and other amounts as may be required by
law to be withheld (the "Withholding Taxes") with respect to any Option.  If an
Optionee is entitled to receive Shares upon exercise of an Option, the Optionee
shall pay the Withholding Taxes to the Company prior to the issuance of such
Shares.  In satisfaction of the Withholding Taxes, the Optionee may make a
written election (the "Tax Election"), which may be accepted or rejected in
the discretion of the Committee, to have withheld a portion of the Shares
issuable to him or her upon exercise of the Option having an aggregate Fair
Market Value, on the date preceding the date of exercise, equal to the
Withholding Taxes, provided that in respect of an Optionee who may be subject to
liability under Section 16(b) of the Exchange Act either (i) (A) the Optionee
makes the Tax Election at least six (6) months after the date the Option was
granted, (B) the Option is exercised during the ten day period beginning on
the third business day and ending on the twelfth business day following the
release for publication of the Company's quarterly or annual statements of
earnings (a "Window Period") and (C) the Tax Election is made during the Window
Period in which the Option is exercised or prior to such Window Period and
subsequent to the immediately preceding Window Period or (ii) (A) the
Tax Election is made at least six months prior to the date the Option is
exercised and (B) the Tax Election is irrevocable with respect to the exercise
of all Options which are exercised prior to the expiration of six months
following an election to revoke the Tax Election. Notwithstanding the foregoing,
the Committee may, by the adoption of rules or otherwise, (i) modify the
provisions in the preceding sentence or impose such other restrictions or 
limitations on Tax Elections as may be necessary to ensure that the Tax
Elections will be exempt transactions under Section 16(b) of the Exchange Act,
and (ii) permit Tax Elections to be made at such other times and subject to such
other conditions as the Committee determines will constitute exempt transactions
under Section 16(b) of the Exchange Act.

                      (b)        If an Optionee makes a disposition, within the
meaning of Section 424(c) of the Code and regulations promulgated thereunder, of
any Share or Shares issued to such Optionee



pursuant to the exercise of an Incentive Stock Option within the two-year period
commencing on the day after the date of transfer of such Share or Shares to the
Optionee pursuant to such exercise, the Optionee shall, within ten (10) days of
such disposition, notify the Company thereof, by delivery of written notice to
the Company at its principal executive office, and immediately deliver to the
Company the amount of Withholding Taxes.

           15.3.  Designation of Beneficiary.  Each Optionee may designate a
person or persons to receive in the event of his or her death, any Option or any
amount payable pursuant thereto, to which he or she would then be entitled. 
Such designation will be made upon forms supplied by and delivered to the
Company and may be revoked in writing.  If an Optionee fails effectively to
designate a beneficiary, then his or her estate will be deemed to be the
beneficiary.

           16.        Effective Date.  The effective date of the Plan shall be
the date of its adoptionby the Board, subject only to the approval by the
affirmative votes of the holders of a majority of the securities of the
Company present, or represented, and entitled to vote at a meeting of
stockholders duly held in accordance with the applicable laws of the State of
Delaware within twelve (12) months of such adoption.



                    NATIONAL R.V. HOLDINGS, INC.

            PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
                   TO BE HELD ON MAY 24, 1999

           The undersigned hereby appoints Wayne M. Mertes and Kenneth W. Ashley
proxies of the undersigned, with full power of substitution, to vote all shares
of Common Stock, par value $.01 per share, of National R.V. Holdings, Inc., a
Delaware Corporation (the "Company"), the undersigned is entitled to vote at the
 Annual Meeting of Stockholders of the Company to be held on Monday, May 24,
1999 at 9:00 a.m., Pacific Standard Time, at the Company's headquarters
located at 3411 N. Perris Boulevard, Perris, California 92571, or any
adjournments or postponements thereof, with all the powers the undersigned
would have if personally present on the following matters:

1.         Election of the following                     WITHHOLD
           nominees to serve as                          AUTHORITY
           Class I Directors until      FOR              to vote
           the 2002 Annual Meeting of   all              for all
           Stockholders.                nominees         nominees

                                        [   ]             [   ]
           NOMINEES:             Gary N. Sielger and Wayne M. Mertes

           INSTRUCTIONS: To withhold authority to vote for any  individual
nominee, write that nominee's name in the space provided below.
- ------------------------------------------------------------

2.         Proposal to approve the        FOR     AGAINST      ABSTAIN
           Company's 1999 Stock Option    [  ]     [  ]          [  ]
           Plan.

3.         Proposal to ratify and
           approve the selection by the
           Board of Directors of
           PricewaterhouseCoopers LLP     FOR     AGAINST      ABSTAIN
           as the Company's independent  [  ]      [   ]        [  ]
           public accountants for the fiscal
           year to end December 31, 1999.



4.         In their discretion, the above-named
           proxies are authorized to vote in
           accordance with their own judgment
           upon such other matters as may properly
           come before the Annual Meeting or any
           adjournments or postponements thereof.

           This proxy when properly executed, will be voted in the manner
directed herein by the undersigned stockholder(s).  If no direction is
indicated, this proxy will be voted "FOR" the election of all nominees for
Directors in Item 1 and "FOR" Items 2 and 3 and the proxies will use their
discretion with respect to any matters referred to in Item 4.

           The undersigned stockholder(s) acknowledges receipt of an
accompanying Notice of Annual Meeting of Stockholders and accompanying Proxy
Statement dated April 23, 1999.

           THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.

Dated:                , 1999

Signature(s):
             ------------------------------------------------

(Note: Please complete, date and sign exactly as your name appears hereon.
When signing as attorney, administrator, executor, guardian, trustee or
corporate official, please add your title. If shares are held jointly,
each holder should sign.)


                                 RETURN THIS PROXY IN THE ENCLOSED ENVELOPE



                    HELLER EHRMAN WHITE & McAULIFFE
                                                         711 Fifth Avenue
                                                New York, New York 10022

                                            April 23, 1999
VIA EDGAR
- ----------
Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, D.C.  20549
Attention: Filing Desk

                      Re:        National R.V. Holdings, Inc.
                                 Definitive Proxy Statement
                                 ---------------------------
Dear Ladies and Gentlemen:

           On behalf of National R.V. Holdings, Inc., a Delaware corporation
(the "Company"), I enclose for filing with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 14a-6(b) under the Securities
Exchange Act of 1934 (the "Exchange Act") a definitive copy of (1) the
Company's Proxy Statement relating to its 1999 Annual Meeting,(2) a Notice of
Annual Meeting and (3) the Proxy Card.  No fee is required in connection with
this filing.

           Pursuant to Rule 14a-6(d) under the Exchange Act, we hereby advise
you that the Company anticipates releasing definitive copies of the proxy
materials to its stockholders on or about April 23, 1999.

           If we can respond to any comments or questions, please do not
hesitate to contact the undersigned or Stephen M. Davis of this firm, collect,
at (212) 832-8300. 
                                                       Sincerely,
                                                       /s/ Peter DiIorio
                                                       Peter DiIorio
Enclosures
256637