UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ____________________

                                    FORM 8-K/A

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


         Date of Report (Date of Earliest Event Reported) July 22, 2005

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

          Delaware                     0-22268             33-0371079
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(State or other jurisdiction    (Commission File No.)   (I.R.S. Employer
      of incorporation)                               Identification No.)

                            3411 N. PERRIS BOULEVARD
                            PERRIS, CALIFORNIA 92571
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              (Address of principal executive offices and zip code)

       Registrant's telephone number, including area code: (951) 943-6007 

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     [ ] Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)

     [ ] Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     [ ]  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))

     [ ]  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))




Item 2.02.  Results Of Operations And Financial Condition

     Attached and incorporated  herein by reference as Exhibit 99.1 is a copy of
a press release of National R.V. Holdings, Inc. (the "Company"), dated August 5,
2005,  announcing,  among other items,  a revision to the  previously  announced
valuation  allowance  against the  Company's  December 31, 2004 net deferred tax
asset.  Such  information,  including the Exhibit attached hereto,  shall not be
deemed  "filed" for purposes of Section 18 of the  Securities  Act of 1934,  nor
shall it be deemed  incorporated by reference in any filing under the Securities
Act of 1933,  except as shall be  expressly  set forth by specific  reference in
such filing.

Item 2.06.  Material Impairments

     The Company  announced on August 5, 2005 that the amount of a tax valuation
allowance  established  against its  deferred  tax asset has been  revised.  The
Company  previously  reported in its Form 8-K dated July 22, 2005 and filed with
the  Securities  and Exchange  Commission on July 28, 2005 that it will record a
non-cash charge of $8.0 million to establish a full valuation  allowance against
its December 31, 2004 net deferred tax asset. The $8.0 charge represented a full
valuation  reserve on the tax benefit from the net operating loss  carryforward.
After  further  analysis by the Company,  the amount of the non-cash  charge has
been  adjusted to $11.1  million and includes all of the  Company's net deferred
tax assets and deferred tax liabilities as of December 31, 2004.




Item 9.01(c).  Financial Statements and Exhibits

     99.1 Press Release of National R.V. Holdings, Inc. dated August 5, 2005.


                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereto duly authorized.

                                   NATIONAL R.V. HOLDINGS, INC.



                                   By:  /s/ THOMAS J. MARTINI   
                                        ----------------------- 
                                        Thomas J. Martini
                                        Chief Financial Officer



Date:  August 5, 2005