As Filed with the Securities and Exchange Commission on August 29, 2001
                                               Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           the Securities Act of 1933

                          NATIONAL R.V. HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                    33-071079
   ------------------------------        --------------------------------------
    State or other jurisdiction
 of incorporation or organization)        (I.R.S. Employer Identification No.)

                            3411 N. Perris Boulevard
                            Perris, California 92571
                                 (909) 943-6007
     (Address including zip code, and telephone number, including area code,
  of registrant's principal executive offices and principal place of business)

                   Amended and Restated 1999 Stock Option Plan
                            (Full Title of the Plan)

                               Bradley Albrechtsen
                             Chief Financial Officer
                            3411 N. Perris Boulevard
                            Perris, California 92571
                                 (909) 943-6007
            (Name, address, including zip code, and telephone number
                   including area code, of agent for service)

                          Copies of Communications to:
                             Stephen M. Davis, Esq.
                      Heller Ehrman White & McAuliffe, LLP
                                711 Fifth Avenue
                            New York, New York 10022
                                 (212) 832-8300

<TABLE>
<CAPTION>


                                                CALCULATION OF REGISTRATION FEES
================================================== ================ =================== ====================== ====================
<S>                                                      <C>               <C>                 <C>                     <C>
                                                                         Proposed             Proposed
                                                                         Maximum               Maximum               Amount of
                                                    Amount to be      Offering Price          Aggregate            Registration
      Title of Securities to be Registered          Registered(1)      Per Unit(2)        Offering Price(2)             Fee
-------------------------------------------------- ---------------- ------------------- ---------------------- --------------------
     Common Stock ($.01 par value per share)          1,150,000           $12.25             $14,087,500             $3,521.88
================================================== ================ =================== ====================== ====================

(1)      The number of shares to be registered under this Registration Statement represents the sum of shares
         issuable upon exercise of options which have been granted and/or may hereafter be granted under the
         Registrant's Amended and Restated 1999 Stock Option Plan, which issuances have not previously been
         registered under the Securities Act of 1933.

(2)      Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under
         the Securities Act of 1933.

</TABLE>

<PAGE>



                          NATIONAL R.V. HOLDINGS, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

Item 2.  Registrant Information and Employee Plan Annual Information.

     The document(s) containing the information specified in this Part I will be
sent or given to participants in the National R.V.  Holdings,  Inc.  Amended and
Restated 1999 Stock Option Plan to which this Registration Statement relates, as
specified  by Rule  428(b)  promulgated  under the  Securities  Act of 1933 (the
"Securities Act") and are not filed as part of this Registration Statement.

<PAGE>


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference

     The following  documents  filed by the  Registrant  with the Securities and
Exchange   Commission  are  incorporated  in  this  Registration   Statement  by
reference:

     (a) Annual Report on Form 10-K for the fiscal year ended December 31, 2000;

     (b) Quarterly  Reports on Form 10-Q for the fiscal quarters ended March 31,
2001 and June 30, 2001;

     (c)  Definitive  Proxy  Statement  dated May 7, 2001  relating  to its 2001
Annual Meeting of Stockholders;

     (d) All other reports  pursuant to Section 13(a) or 15(d) of the Securities
and Exchange Act of 1934 (the "Exchange Act") since the end of the  Registrant's
fiscal year ended December 31, 2000;

     (e) The description of the  Registrant's  Common Stock that is contained or
incorporated  by reference in a registration  statement filed under the Exchange
Act,  including  any amendment or reports filed for the purpose of updating such
description; and

     (f) All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 or  15(d)  of the  Exchange  Act,  prior to the  filing  of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in the  Registration  Statement and to be part thereof
from the date of filing of such documents.

Item 4. Description of Securities.

       Not applicable.

Item 5. Interests of Named Experts and Counsel.

       Not applicable.

Item 6. Indemnification of Directors and Officers.

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
("DGCL") empowers the Registrant to, and the Certificate of Incorporation of the
Registrant provides that it shall, indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or  proceeding  by any  reason  of the fact  that he is or was a  director,
officer,  employee  or  agent of the  Registrant,  or is or was  serving  at the
request of the Registrant as a director,  officer,  employee or agent of another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses,   judgments,  fines  and  amounts  paid  in  settlement  actually  and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he  reasonably  believed to be in, or not
opposed to, the best  interests  of the  Registrant,  and,  with  respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was  unlawful;  except that, in the case of an action or suit by or in the right
of the Registrant, no indemnification may be made in respect of any claim, issue
or matter as to which  such  person  shall have been  adjudged  to be liable for
negligence or misconduct in the performance of his duty to the Registrant unless
and only to the  extent  that the Court of  Chancery  or the court in which such
action  or suit was  brought  shall  determine  that such  person is fairly  and
reasonably  entitled to indemnity for such expenses  which the Court of Chancery
or such other court shall deem proper.

Item 7. Exemption from Registration Claimed.

       Not applicable.

Item 8. Exhibits

Exhibit
Number  Document

4.1    Amended and Restated 1999 Stock Option Plan.
5.1    Opinion of Heller Ehrman White & McAuliffe LLP.
23.1   Consent of Heller Ehrman White & McAuliffe LLP (included in Exhibit 5.1).
23.2   Consent of PricewaterhouseCoopers LLP.
24.1   Power of Attorney (Reference is made to the signature page of the
       Registration Statement).


Item 9.  Undertaking.

       The Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective amendment to this Registration Statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933, as amended;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of this Registration Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in this Registration  Statement;
and

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such information in the Registration Statement including (but
not limited to) any addition of a managing underwriter,  provided, however, that
the  undertakings set forth in paragraphs (i) and (ii) above do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs if contained in periodic reports filed by the Registrant  pursuant to
Section 13 or Section 15(d) of the Securities  Exchange Act of 1934, as amended,
that are incorporated by reference in this Registration Statement.

     2. That, for the purpose of determining  any liability under the Securities
Act of 1933, as amended,  each such post-effective  amendment shall be deemed to
be a new registration statement relating to the securities offer herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     3. To remove from  registration by means of a post-effective  amendment any
of the securities being registered hereby which remain unsold at the termination
of the offering.

     The Registrant  hereby  undertakes that, for the purpose of determining any
liability  under the  Securities  Act of 1933,  as  amended,  each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities Exchange Act of 1934, as amended (and, where applicable,  each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Securities  Exchange Act of 1934, as amended) that is  incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933,  as amended,  may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Securities Act of 1933, as amended, and is, therefore,  unenforceable. In
the event that a claim for indemnification  against such liabilities (other than
the payment by the person of the  Registrant  in the  successful  defense of any
action,  suit  or  proceeding)  is  asserted  by  such  director,   officer,  or
controlling  person in connection  with the  securities  being  registered,  the
Registrant  will,  unless in the  opinion  of its  counsel  the  matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question  whether such  indemnification  by it is against  public  policy as
expressed in the Securities Act of 1933, as amended, and will be governed by the
final adjudication of such issue.



<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized in the City of Perris, State of California on August 28, 2001.



                                            NATIONAL R.V. HOLDINGS, INC.


                                           By: /s/ Gary N. Siegler
                                               Gary N. Siegler, Chairman of the
                                               Board of Directors and
                                               Chief Executive Officer


                                                 POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints Gary N. Siegler and Stephen M. Davis, or either
of them,  his true and  lawful  attorney-in-fact  and agent  with full  power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities to sign any or all amendments  (including  post-effective
amendments)  to  this  Registration   Statement  and  any  related  registration
statement  filed  under Rule  462(b),  and to file the same,  with all  exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange  Commission,  granting  unto said  attorneys-in-fact  and agents,  each
acting alone,  full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully for
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting along, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on August 28, 2001.


Signature                             Capacity in Which Signed


/s/ Gary N. Siegler                   Chairman of the Board of Directors
Gary N. Siegler                       and Chief Executive Officer (Principal
                                      Executive Officer)


/s/ Wayne M. Mertes                   Director
Wayne M. Mertes


/s/ Robert B. Lee                     Director, President and Chief Operating
Robert B. Lee                         Officer

/s/ Neil H. Koffler                   Director
Neil H. Koffler


/s/ Stephen M. Davis                  Director and Secretary
Stephen M. Davis


/s/ Doy B. Henley                     Director
Doy B. Henley


/s/ Greg McCaffery                    Director
Greg McCaffery


/s/ Bradley Albrechtsen              Chief Financial Officer, Treasurer
Bradley Albrechtsen                  and Assistant Secretary(Principal Financial
                                     and Accounting Officer)

<PAGE>

EXHIBIT 4.1

                          NATIONAL R.V. HOLDINGS, INC.

                              AMENDED AND RESTATED
                             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. Amended and Restated 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.  "Immediate  Family"  means the  Optionee or the  Optionee's  spouse,
parents, children, step-children, brothers, sisters and grandchildren.

     2.16.  "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.

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

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

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

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

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

     2.22.  "Plan" means the National R.V.  Holdings,  Inc. Amended and Restated
1999 Stock Option Plan.

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

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

     2.25.  "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.

     2.26.  "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 1,150,000  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. Transferability.  No Option granted hereunder shall be transferable by
the Optionee to whom  granted  other than (1) by will or the laws of descent and
distribution  or (2) to the extent  permitted by applicable law and  regulations
and for no  consideration,  to or for the  benefit of the  Optionee's  Immediate
Family, or to a partnership or limited liability company for one or more members
of the Optionee's  Immediate Family,  subject to such limits as the Compensation
Committee may establish,  if any. Except as otherwise provided herein, 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 transferees,  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
thereupon  be subject to all of the  conditions  which  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
adoption by 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.





Exhibit 5.1


                                                     August 28, 2001

National R.V. Holdings, Inc.
3411 N. Perris Blvd.
Perris, California 92571


       Re:        Registration Statement on Form S-8
                  National R.V. Holdings, Inc.

Gentlemen:

     We have  acted as counsel  to  National  R.V.  Holdings,  Inc.,  a Delaware
corporation  (the "Company"),  in connection with the Registration  Statement on
Form S-8 of the Company (the "Registration  Statement") under the Securities Act
of 1933, as amended,  of an aggregate of 1,150,000  shares (the "Shares") of the
Company's Common Stock, par value $.01 per share (the "Common Stock"),  reserved
for issuance  under the  Company's  Amended and Restated  1999 Stock Option Plan
(the "Plan").

     In connection  with this opinion,  we have assumed the  authenticity of all
records, documents and instruments submitted to us as originals, the genuineness
of all  signatures,  the legal capacity of natural persons and the conformity to
the  originals  of all records,  documents  and  instruments  submitted to us as
copies.  We have based our  opinion  upon our review of the  following  records,
documents and instruments:

     (a) The Certificate of Incorporation  of the Company,  as amended as of the
date hereof;

     (b) The By-laws of the Company, as amended as of the date hereof;

     (c) Records  certified  to us by an officer of the Company as  constituting
the records of proceedings  and actions of the Board of Directors of the Company
relating to the issuance of the Shares;

     (d) The Registration Statement; and

     (e) The Plan.

     This opinion is limited to the federal law of the United  States of America
and the  General  Corporation  Law of the State of  Delaware.  We  disclaim  any
opinion as to any other statute,  rule,  regulation,  ordinance,  order or other
promulgation  of any other  jurisdiction  or any regional or local  governmental
body.

     Based upon the foregoing and our examination of such questions of law as we
have  deemed  necessary  or  appropriate  for the  purpose of this  opinion  and
assuming  that (i) the  Registration  Statement  becomes and  remains  effective
during the period  when the Shares  are  offered  and sold;  (ii) the Shares are
issued and paid for in accordance with the terms of the Plan; (iii)  appropriate
stock  certificates  evidencing the Shares are executed and delivered;  and (iv)
all  applicable  securities  laws are complied  with, it is our opinion that the
Shares  will  be  duly  authorized  and  validly  issued,  and  fully  paid  and
nonassessable.

     This  opinion  is  rendered  to you in  connection  with  the  Registration
Statement and is solely for your benefit. This opinion may not be relied upon by
you for any other purpose, or relied upon by any other person, firm, corporation
or other entity for any purpose,  without our prior written consent. We disclaim
any  obligation  to advise  you of any change of law that  occurs,  or any facts
which we become aware after the date of this opinion.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement.


                                   Very truly yours,

                                   /s/ HELLER EHRMAN WHITE & MCAULIFFE LLP
                                   -----------------------------------------

                                   HELLER EHRMAN WHITE & MCAULIFFE LLP


<PAGE>

Exhibit 23.2


                       CONSENT OF INDEPENDENT ACCOUNTANTS


     We hereby consent to the  incorporation  by reference in this  Registration
Statement  on Form S-8 of our report  dated  February  2, 2001  relating  to the
financial statements and financial statement schedule of National R.V. Holdings,
Inc., which appears in National R.V. Holdings, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 2000.



                                               /s/  PRICEWATERHOUSECOOPERS LLP
                                               -------------------------------
                                                    PRICEWATERHOUSECOOPERS LLP

                                                    Los Angeles, California
                                                    August 28, 2001
[{"type": "S-8", "sequence": "1", "filename": "s8rv.txt", "description": "STOCK OPTION PLAN", "secsgml_size_bytes": 57050}]
{"company-data": {"conformed-name": "NATIONAL RV HOLDINGS INC", "cik": "0000910655", "assigned-sic": "3716", "irs-number": "330371079", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68636", "film-number": "1727405"}, "business-address": {"street1": "3411 N PERRIS BLVD", "city": "PERRIS", "state": "CA", "zip": "92571", "phone": "9099436007"}, "mail-address": {"street1": "3411 N PERRIS BLVD", "city": "PERRIS", "state": "CA", "zip": "92571"}}
As Filed with the Securities and Exchange Commission on August 29, 2001
                                               Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           the Securities Act of 1933

                          NATIONAL R.V. HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                    33-071079
   ------------------------------        --------------------------------------
    State or other jurisdiction
 of incorporation or organization)        (I.R.S. Employer Identification No.)

                            3411 N. Perris Boulevard
                            Perris, California 92571
                                 (909) 943-6007
     (Address including zip code, and telephone number, including area code,
  of registrant's principal executive offices and principal place of business)

                   Amended and Restated 1999 Stock Option Plan
                            (Full Title of the Plan)

                               Bradley Albrechtsen
                             Chief Financial Officer
                            3411 N. Perris Boulevard
                            Perris, California 92571
                                 (909) 943-6007
            (Name, address, including zip code, and telephone number
                   including area code, of agent for service)

                          Copies of Communications to:
                             Stephen M. Davis, Esq.
                      Heller Ehrman White & McAuliffe, LLP
                                711 Fifth Avenue
                            New York, New York 10022
                                 (212) 832-8300
CALCULATION OF REGISTRATION FEES
================================================== ================ =================== ====================== ====================
Proposed             Proposed
                                                                         Maximum               Maximum               Amount of
                                                    Amount to be      Offering Price          Aggregate            Registration
      Title of Securities to be Registered          Registered(1)      Per Unit(2)        Offering Price(2)             Fee
-------------------------------------------------- ---------------- ------------------- ---------------------- --------------------
     Common Stock ($.01 par value per share)          1,150,000           $12.25             $14,087,500             $3,521.88
================================================== ================ =================== ====================== ====================

(1)      The number of shares to be registered under this Registration Statement represents the sum of shares
         issuable upon exercise of options which have been granted and/or may hereafter be granted under the
         Registrant's Amended and Restated 1999 Stock Option Plan, which issuances have not previously been
         registered under the Securities Act of 1933.

(2)      Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under
         the Securities Act of 1933.
NATIONAL R.V. HOLDINGS, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

Item 2.  Registrant Information and Employee Plan Annual Information.

     The document(s) containing the information specified in this Part I will be
sent or given to participants in the National R.V.  Holdings,  Inc.  Amended and
Restated 1999 Stock Option Plan to which this Registration Statement relates, as
specified  by Rule  428(b)  promulgated  under the  Securities  Act of 1933 (the
"Securities Act") and are not filed as part of this Registration Statement.
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following  documents  filed by the  Registrant  with the Securities and
Exchange   Commission  are  incorporated  in  this  Registration   Statement  by
reference:

     (a) Annual Report on Form 10-K for the fiscal year ended December 31, 2000;

     (b) Quarterly  Reports on Form 10-Q for the fiscal quarters ended March 31,
2001 and June 30, 2001;

     (c)  Definitive  Proxy  Statement  dated May 7, 2001  relating  to its 2001
Annual Meeting of Stockholders;

     (d) All other reports  pursuant to Section 13(a) or 15(d) of the Securities
and Exchange Act of 1934 (the "Exchange Act") since the end of the  Registrant's
fiscal year ended December 31, 2000;

     (e) The description of the  Registrant's  Common Stock that is contained or
incorporated  by reference in a registration  statement filed under the Exchange
Act,  including  any amendment or reports filed for the purpose of updating such
description; and

     (f) All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 or  15(d)  of the  Exchange  Act,  prior to the  filing  of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in the  Registration  Statement and to be part thereof
from the date of filing of such documents.

Item 4. Description of Securities.

       Not applicable.

Item 5. Interests of Named Experts and Counsel.

       Not applicable.

Item 6. Indemnification of Directors and Officers.

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
("DGCL") empowers the Registrant to, and the Certificate of Incorporation of the
Registrant provides that it shall, indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or  proceeding  by any  reason  of the fact  that he is or was a  director,
officer,  employee  or  agent of the  Registrant,  or is or was  serving  at the
request of the Registrant as a director,  officer,  employee or agent of another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses,   judgments,  fines  and  amounts  paid  in  settlement  actually  and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he  reasonably  believed to be in, or not
opposed to, the best  interests  of the  Registrant,  and,  with  respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was  unlawful;  except that, in the case of an action or suit by or in the right
of the Registrant, no indemnification may be made in respect of any claim, issue
or matter as to which  such  person  shall have been  adjudged  to be liable for
negligence or misconduct in the performance of his duty to the Registrant unless
and only to the  extent  that the Court of  Chancery  or the court in which such
action  or suit was  brought  shall  determine  that such  person is fairly  and
reasonably  entitled to indemnity for such expenses  which the Court of Chancery
or such other court shall deem proper.

Item 7. Exemption from Registration Claimed.

       Not applicable.

Item 8. Exhibits

Exhibit
Number  Document

4.1    Amended and Restated 1999 Stock Option Plan.
5.1    Opinion of Heller Ehrman White & McAuliffe LLP.
23.1   Consent of Heller Ehrman White & McAuliffe LLP (included in Exhibit 5.1).
23.2   Consent of PricewaterhouseCoopers LLP.
24.1   Power of Attorney (Reference is made to the signature page of the
       Registration Statement).

Item 9.  Undertaking.

       The Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective amendment to this Registration Statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933, as amended;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of this Registration Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in this Registration  Statement;
and

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such information in the Registration Statement including (but
not limited to) any addition of a managing underwriter,  provided, however, that
the  undertakings set forth in paragraphs (i) and (ii) above do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs if contained in periodic reports filed by the Registrant  pursuant to
Section 13 or Section 15(d) of the Securities  Exchange Act of 1934, as amended,
that are incorporated by reference in this Registration Statement.

     2. That, for the purpose of determining  any liability under the Securities
Act of 1933, as amended,  each such post-effective  amendment shall be deemed to
be a new registration statement relating to the securities offer herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     3. To remove from  registration by means of a post-effective  amendment any
of the securities being registered hereby which remain unsold at the termination
of the offering.

     The Registrant  hereby  undertakes that, for the purpose of determining any
liability  under the  Securities  Act of 1933,  as  amended,  each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities Exchange Act of 1934, as amended (and, where applicable,  each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Securities  Exchange Act of 1934, as amended) that is  incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933,  as amended,  may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Securities Act of 1933, as amended, and is, therefore,  unenforceable. In
the event that a claim for indemnification  against such liabilities (other than
the payment by the person of the  Registrant  in the  successful  defense of any
action,  suit  or  proceeding)  is  asserted  by  such  director,   officer,  or
controlling  person in connection  with the  securities  being  registered,  the
Registrant  will,  unless in the  opinion  of its  counsel  the  matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question  whether such  indemnification  by it is against  public  policy as
expressed in the Securities Act of 1933, as amended, and will be governed by the
final adjudication of such issue.
SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized in the City of Perris, State of California on August 28, 2001.

                                            NATIONAL R.V. HOLDINGS, INC.

                                           By: /s/ Gary N. Siegler
                                               Gary N. Siegler, Chairman of the
                                               Board of Directors and
                                               Chief Executive Officer

                                                 POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints Gary N. Siegler and Stephen M. Davis, or either
of them,  his true and  lawful  attorney-in-fact  and agent  with full  power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities to sign any or all amendments  (including  post-effective
amendments)  to  this  Registration   Statement  and  any  related  registration
statement  filed  under Rule  462(b),  and to file the same,  with all  exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange  Commission,  granting  unto said  attorneys-in-fact  and agents,  each
acting alone,  full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully for
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting along, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on August 28, 2001.

Signature                             Capacity in Which Signed

/s/ Gary N. Siegler                   Chairman of the Board of Directors
Gary N. Siegler                       and Chief Executive Officer (Principal
                                      Executive Officer)

/s/ Wayne M. Mertes                   Director
Wayne M. Mertes

/s/ Robert B. Lee                     Director, President and Chief Operating
Robert B. Lee                         Officer

/s/ Neil H. Koffler                   Director
Neil H. Koffler

/s/ Stephen M. Davis                  Director and Secretary
Stephen M. Davis

/s/ Doy B. Henley                     Director
Doy B. Henley

/s/ Greg McCaffery                    Director
Greg McCaffery

/s/ Bradley Albrechtsen              Chief Financial Officer, Treasurer
Bradley Albrechtsen                  and Assistant Secretary(Principal Financial
                                     and Accounting Officer)
EXHIBIT 4.1

                          NATIONAL R.V. HOLDINGS, INC.

                              AMENDED AND RESTATED
                             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. Amended and Restated 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.  "Immediate  Family"  means the  Optionee or the  Optionee's  spouse,
parents, children, step-children, brothers, sisters and grandchildren.

     2.16.  "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.

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

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

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

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

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

     2.22.  "Plan" means the National R.V.  Holdings,  Inc. Amended and Restated
1999 Stock Option Plan.

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

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

     2.25.  "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.

     2.26.  "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 1,150,000  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. Transferability.  No Option granted hereunder shall be transferable by
the Optionee to whom  granted  other than (1) by will or the laws of descent and
distribution  or (2) to the extent  permitted by applicable law and  regulations
and for no  consideration,  to or for the  benefit of the  Optionee's  Immediate
Family, or to a partnership or limited liability company for one or more members
of the Optionee's  Immediate Family,  subject to such limits as the Compensation
Committee may establish,  if any. Except as otherwise provided herein, 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 transferees,  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
thereupon  be subject to all of the  conditions  which  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
adoption by 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.

Exhibit 5.1

                                                     August 28, 2001

National R.V. Holdings, Inc.
3411 N. Perris Blvd.
Perris, California 92571

       Re:        Registration Statement on Form S-8
                  National R.V. Holdings, Inc.

Gentlemen:

     We have  acted as counsel  to  National  R.V.  Holdings,  Inc.,  a Delaware
corporation  (the "Company"),  in connection with the Registration  Statement on
Form S-8 of the Company (the "Registration  Statement") under the Securities Act
of 1933, as amended,  of an aggregate of 1,150,000  shares (the "Shares") of the
Company's Common Stock, par value $.01 per share (the "Common Stock"),  reserved
for issuance  under the  Company's  Amended and Restated  1999 Stock Option Plan
(the "Plan").

     In connection  with this opinion,  we have assumed the  authenticity of all
records, documents and instruments submitted to us as originals, the genuineness
of all  signatures,  the legal capacity of natural persons and the conformity to
the  originals  of all records,  documents  and  instruments  submitted to us as
copies.  We have based our  opinion  upon our review of the  following  records,
documents and instruments:

     (a) The Certificate of Incorporation  of the Company,  as amended as of the
date hereof;

     (b) The By-laws of the Company, as amended as of the date hereof;

     (c) Records  certified  to us by an officer of the Company as  constituting
the records of proceedings  and actions of the Board of Directors of the Company
relating to the issuance of the Shares;

     (d) The Registration Statement; and

     (e) The Plan.

     This opinion is limited to the federal law of the United  States of America
and the  General  Corporation  Law of the State of  Delaware.  We  disclaim  any
opinion as to any other statute,  rule,  regulation,  ordinance,  order or other
promulgation  of any other  jurisdiction  or any regional or local  governmental
body.

     Based upon the foregoing and our examination of such questions of law as we
have  deemed  necessary  or  appropriate  for the  purpose of this  opinion  and
assuming  that (i) the  Registration  Statement  becomes and  remains  effective
during the period  when the Shares  are  offered  and sold;  (ii) the Shares are
issued and paid for in accordance with the terms of the Plan; (iii)  appropriate
stock  certificates  evidencing the Shares are executed and delivered;  and (iv)
all  applicable  securities  laws are complied  with, it is our opinion that the
Shares  will  be  duly  authorized  and  validly  issued,  and  fully  paid  and
nonassessable.

     This  opinion  is  rendered  to you in  connection  with  the  Registration
Statement and is solely for your benefit. This opinion may not be relied upon by
you for any other purpose, or relied upon by any other person, firm, corporation
or other entity for any purpose,  without our prior written consent. We disclaim
any  obligation  to advise  you of any change of law that  occurs,  or any facts
which we become aware after the date of this opinion.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement.

                                   Very truly yours,

                                   /s/ HELLER EHRMAN WHITE & MCAULIFFE LLP
                                   -----------------------------------------

                                   HELLER EHRMAN WHITE & MCAULIFFE LLP
Exhibit 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the  incorporation  by reference in this  Registration
Statement  on Form S-8 of our report  dated  February  2, 2001  relating  to the
financial statements and financial statement schedule of National R.V. Holdings,
Inc., which appears in National R.V. Holdings, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 2000.

                                               /s/  PRICEWATERHOUSECOOPERS LLP
                                               -------------------------------
                                                    PRICEWATERHOUSECOOPERS LLP

                                                    Los Angeles, California
                                                    August 28, 2001