SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended April 21, 1996

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from ____________ to _____________

Commission file number 0-8624

ALFA LEISURE, INC.
----------------------------------------------------------
(Exact name of the registrant as specified in its charter)

Texas 75-1309458
------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)

13501 5th Street
Chino, California 91710
-------------------------------------- ----------
(Address of principle executive office) (Zip code)

Registrant's telephone number, including area code (909) 628-5574

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

Securities Registered Pursuant to Section 12(b) of the Act:

Names of Each Exchange
Title of Each Class on Which Registered
- ------------------- ---------------------

None None

Securities Registered Pursuant to Section 12(g) of the Act:

Common Stock, without par value
-------------------------------
(Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter periods that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
--- ---

2
The aggregate number of shares of voting stock held by non-affiliates
of Registrant as of April 21, 1996 was 936,836. There is currently no
established public trading market for Registrant's common stock and there are
no bid or asked quotations. Accordingly, the aggregate market value of such
shares cannot be established.

Indicate by check mark whether Registrant has filed all documents and
reports that Section 12, 13 or 15(d) require of the Securities Exchange Act of
1934 subsequent to the distribution of securities under a plan confirmed by a
court.

YES X NO
------- -------

The number of shares outstanding of each class of Registrant's common
stock, as of April 21, 1996 was:

Common Stock, without par value - 3,050,000 shares

DOCUMENTS INCORPORATED BY REFERENCE

None

The index to exhibits appears on page IX-2.

33 pages in total.

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Part I
Item 1. Business

(a) General Development of Business

Alfa Leisure, Inc. ("Registrant") was incorporated under the laws of
the State of Texas in October 1969 under the name Brougham Coach, Inc. and
commenced operations as a manufacturer and seller of recreational vehicles in
January 1970. Between March 1985 and December 29, 1986, Registrant was under
the protection of Chapter 11 of the United States Bankruptcy Code. On December
29, 1986, Registrant merged (the "Merger") with two privately-held corporations
engaged in the business of manufacturing and selling recreational vehicles,
Alfa Leisure, Inc., a California corporation ("Alfa-California") and Alfa
Leisure of Louisiana, Inc., a California corporation ("Alfa-Louisiana"). The
present business of Registrant consists primarily of the businesses of
Alfa-California to which it has succeeded via the Merger. During 1989
Registrant closed its plant in Louisiana and consolidated those operations into
its Chino, California facilities. Unless otherwise indicated, all references
to the past operations of Registrant refer exclusively to the past operations
of Alfa-California. The Registrant has one subsidiary, Brougham International,
Inc., which it organized in August 1976 for the purpose of operating as a
domestic international sales corporation. The subsidiary has been inactive
since 1982.

(b) Financial Information About Industry Segments

Registrant operates in one (1) identifiable industry segment, the
manufacture and sale of recreational vehicles. The registrant has no
affiliated customers, to which it sells recreational vehicles.

Registrant manufactures and sells recreational vehicles designed as
short-period accommodations for vacationers or long-period accommodations for
travelers that live "full-time" in their vehicles. These products are fifth
wheel travel trailers designed to be towed behind and attached to special
couplers in the bed of pickup trucks. Registrant's products are marketed under
the brand names "Gold" "Toyhouse", "See Ya" and "Ideal".They are distributed by
approximately 47 independent dealers located throughout the United States but
concentrated in the western and southwestern portions of the United States.

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4
Production

Registrants' manufacturing facilities are designed to provide assembly
line construction of its recreational vehicles. Each facility is organized
into specific production task areas, such as chassis construction, cabinet
assembly, electrical, plumbing, wall and roof installation, etc., and the
vehicles are moved through each area in a production line manner. Registrant
manufactures all of its products in facilities in Chino, California.

The raw materials and finished components are purchased or are
obtainable from numerous sources and Registrant does not believe that it is
dependent upon any one supplier.

Advertising and Promotion

Registrant advertises its recreational vehicles primarily in
recreational vehicle magazines. It also promotes its products through
participation in regional trade shows, in association with area dealers.

Registrant's sales of recreational vehicles also benefit significantly
from the activities of the "Sundancers," an independent organization of
approximately 1,200 owners of Registrant's products consisting of nine chapters
in the western portion of the United States. Each chapter of the Sundancers
typically holds several outings each year at various parks and recreation sites
at which members enjoy caravanning, boat trips, pot luck dinners and dancing.
In addition, the Sundancers annually hold a national rally comprising all
chapters. The national rally is typically held over a one week period of time
and is attended by representatives of Registrant and the manufacturers of the
appliances and equipment featured in Registrant's products. Registrants' and
manufacturers' representatives provide presentations on the care and upkeep of
Registrant's products and the related appliances and equipment. The Sundancers
are under the direction and control of its Board of Directors, which is
comprised of and elected by members of the Sundancers.

Warranty

Registrant provides a warranty to the first retail purchaser of each
recreational vehicle, warranting the vehicle to be free from manufacturing
defects in material and workmanship under normal use and with reasonable care
and maintenance for one (1) year. Registrant is obligated to correct defects
in material and workmanship by repair or replacement of any necessary parts,
free of charge, in a manner intended to prevent further damage. Registrant
assists purchasers in enforcing warranties on appliances and equipment included
in the vehicles and will cover such items as a part of its warranty in the
event satisfactory results cannot be obtained on such warranties due to no
fault of the purchaser. Registrant has a service department at its factory in
Chino, California. In addition, Registrant requires that the selling dealer
provide any servicing required upon the request of the vehicle's owner.

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5
Seasonality

Sales of Registrant's products vary regionally based on the climate
rather than strictly seasonal. Registrant believes that this trend is typical
of the entire recreational vehicle industry.

Backlog

Registrant does not consider the level of the backlog at any given
date to be a significant factor affecting its business, except in establishing
production schedules. Registrant normally adjusts the production rate to adapt
to any fluctuation in the incoming order rate.

Competition

Registrant believes that the business of manufacturing and selling
recreational vehicles is highly competitive with respect to price, quality,
design and features. There are many manufacturers in the industry, including
several present in the areas where Registrant's products are marketed. Many of
Registrant's competitors are larger and have greater resources available to
them than Registrant. Registrant believes that its principal marketing
advantages are price and design.

Research and Development

Registrant manufactures and sells recreational vehicles only.
Registrant makes periodic revision and redesign of models in response to
consumer demand. The extent of these revisions and redesigns are dictated by
what is required to obtain market acceptance.

Government Regulation

Registrant's recreational vehicles are less than 400 square feet in
size and, accordingly, are not regulated as "mobile homes" by United States
Department of Housing and Urban Development. Registrant is subject to the
industry standards of the Recreational Vehicle Industry Association and state
housing standards. Although there is currently no specific government
regulation other than motor vehicle safety and manufacturing standards
regulating the Registrant's travel trailers, there can be no assurance that
such regulations will not be adopted in the future. The Registrant is also
subject to the Fair Labor Standards Act that governs such matters as minimum
wage requirements, overtime and other working conditions.

Employees

As of April 21, 1996, Registrant employed approximately 266 people on
a full-time basis.

(d) Financial Information About Foreign and Domestic Operations and
Export Sales

Inapplicable.

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6
Item 2. Properties

Registrant's executive offices and principal manufacturing facilities
are in Chino, California. Registrant sublets the premises from Johnnie R.
Crean, Registrant's chairman, president and principal shareholder. Mr. Crean
leases the premises to Registrant on the same terms as his lease agreement with
the owner of the property, with the exception that the lease requires that Mr.
Crean makes rental payments to the property owner of $8,324 per month, whereas
the sublease requires Registrant to make rental payments to Mr. Crean of
$11,977 per month. Rental payments made to Mr. Crean by Registrant are
consistent with local market rental rates. The lease and the sublease
agreements expired on May 31, 1996 and Mr. Crean and Registrant exercised
their respective options to renew the lease and sublease agreements for an
additional five year period. The Registrant also owns approximately 67,000
square feet of land contiguous with its principal facilities that it uses for
off-street parking and storage.

Registrant leases a second premises nearby its principal facility that
consists of approximately 25,000 square feet and is used primarily for
construction of vacuum bonded exterior walls. Registrant has leased these
premises until May 1996 at a rental of $3,500 per month and is negotiating a
new lease for these premises. Registrant leases these premises from a party
unaffiliated with Registrant. Registrant believes there are several suitable
locations available to serve as alternatives in the event the Registrant fails
to execute a lease for the premises. Registrant believes it has reached an
agreement in principle for a five year, three month lease, and has prepaid the
first year's rent.

Registrant also owns a facility in Louisiana consisting of
approximately 53,000 square feet of structures on 10 acres of land which it has
leased to an unaffiliated third party. It is currently leased for $4,100 per
month.

Registrant believes that its present facilities are adequate for its
present and expected manufacturing needs for its current product line.

Item 3. Legal Proceedings

The Company is involved in several routine litigation matters
incidental to its business. Such litigation matters, when ultimately
determined, will not, in the opinion of management, have a material effect on
the financial position or the results of operations of the Company.

Item 4. Submission of Matters to a Vote of Security Holders

Inapplicable.

7
Part II

Item 5. Market for Registrant's Common Stock and Related Stock
Holder Matters

(a) Market Information

Selected national over-the-counter quotations as published in the
National Quotation Bureau's "Pink Sheets" ranged during the past eight (8)
fiscal quarters ended April 21, 1996 are as follows:

Quarter High Bid Low Bid
------- -------- -------

1st Quarter 1995 None None
2nd Quarter 1995 None None
3rd Quarter 1995 None None
4th Quarter 1995 None None
1st Quarter 1996 None None
2nd Quarter 1996 None None
3rd Quarter 1996 None None
4th Quarter 1996 None None

There is currently no established public trading market for
Registrant's common stock.

(b) Holders

The approximate number of holders of record for each class of
Registrant's common equity securities as of the close of business on April 21,
1996 is set forth below:

Title of Class Number of Record Holders
--------------- ------------------------

Common Stock, without par value 407

Registrant has never declared or paid any dividends on any class of
its securities.

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Item 6. Selected Financial Data

The following table sets forth certain financial information relating
to the combined operations of Alfa-California and Alfa-Louisiana succeeded to
by Registrant. See "Part I, Item 1 (a). General Development of Business."

STATEMENT OF OPERATIONS INFORMATION

For the Year Ended
-------------------------------------------------------------------
April 30,
-------------------------------------------------------------------
1996 1995 1994 1993 1992
----------- ----------- ----------- ----------- -----------

Sales $25,749,645 $27,348,921 $23,593,053 $14,323,652 $12,318,902

Net Income (Loss) 664,674 823,921 1,000,165 (593,642) 28,273
Income (Loss)
per Share of
Common Stock .22 .27 .33 (.19) .01

Cash Dividends
Declared per Share
of Common Stock (1) -- -- -- -- --

Weighted Average
Number of Shares
Outstanding 3,050,000 3,050,000 3,050,000 3,050,000 3,050,000

- --------------------
(1) Registrant has never declared nor paid any dividends on its class of
common stock.

BALANCE SHEET INFORMATION

April 30,
-----------------------------------------------------------------------
1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- -----------

Total Assets $5,988,202 $5,703,439 $4,256,080 $3,138,626 $ 3,241,489

Current Assets $4,311,241 $4,569,905 $3,302,868 $2,288,072 $ 2,247,570

Current Liabilities $2,599,835 $3,240,733 $2,062,118 $1,936,772 $ 3,335,386

Net Working Capital $1,711,406 $1,329,172 $1,240,750 $ 351,300 $(1,087,816)

Long-term Debt $ -0- $ -0- $ -0- $ 5,942 $ 14,049

9
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations

RESULTS OF OPERATIONS

Fiscal Year Ended April 30, 1996 Compared to Fiscal Year Ended April 30, 1995

Sales decreased 5.8 percent to $25,749,645 in 1996 from $27,348,921 in
1995. This decrease was due to a general decline in the market. Management of
the Registrant believes sales of less expensive units will contribute favorably
to the 1997 sales results.

Gross profit decreased as a percent of sales from 15.6% in 1995 to 14.6%
in 1996, primarily due to an increase in labor costs.

Selling, general and administrative expenses increased 4.5% compared with
the prior year because of an increase in selling expense in an attempt to
expand Registrant's market share to maintain volume in a declining market.

The effective tax rate in fiscal 1996 was favorably affected by a
reduction in the valuation allowance against net deferred tax assets which
resulted in a benefit of $540,270.

Registrant has net income for the year ended April 21, 1996 of $664,674,
as compared with $823,921 over the same period in 1995.

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10
Fiscal Year Ended April 30, 1995 Compared to Fiscal Year Ended April 30, 1994

During fiscal 1995, net sales increased 16 percent to $27,348,921 from
$23,593,053 in fiscal 1994. This increase was the result of introducing a new
less expensive line of trailers and a recovery of the RV market.

Gross profit for the year decreased as a percent of sales from 16.8% in
1994 to 15.8% in 1995, due to a shift in product mix.

Selling, general and administrative expenses increased 17.9 percent as a
percent of sales in fiscal 1995 compared to fiscal 1994. This increase was due
to increased staffing.

LIQUIDITY AND CAPITAL RESOURCES

Registrant has accumulated retained earnings of $1,723,057 through April
21, 1996. Registrant has drawn down $300,000 on its line of credit making
the total obligation $1,997,500 as of April 21, 1996. Registrant has received
written representation from the holder of the line of credit that it will not
make a demand for principal payment through the end of fiscal 1997.
Accordingly, this obligation has been classified as noncurrent in the
consolidated balance sheet at April 21, 1996. Registrant subsequently has paid
the line of credit down $450,000 since April 21, 1996.

Net cash provided by operating activities in 1996 was $45,589 compared
with $207,863 in 1995. This change reflects the increase in accounts
receivable and the decrease in accounts payable, partially offset by a decrease
in inventories during 1996. Net cash provided by operating activities in 1995
was $207,863 compared to $1,048,308 in 1994. This change reflects the increase
of accounts receivable and inventories net of an increase in accounts payable,
all attributable to an increased volume during 1995.

Net cash used by investing activities, which primarily involves capital
expenditures, was $133,104, $286,695 and $167,632 in 1996, 1995 and 1994,
respectively. Capital expenditures have been and are expected to be primarily
for replacement of existing plant and equipment. Registrant believes that it
has sufficient available plant capacity to meet the demand for its current
product line in the foreseeable future.

Net cash provided (used) by financing activities was $260,044, ($568,858)
and ($7,143) in 1996, 1995 and 1994, respectively. The amount for 1996 reflects
a draw on the line of credit. The amount for 1995 reflects advances to the
President and principal payments on the line of credit.

Currently, there are no major purchase commitments that are expected to
have a significant impact on liquidity. Registrant has a lease commitment of
$143,724 annually under a lease with its President for one of its manufacturing
facilities.

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11
Management believes that funds generated by operations and the available
line of credit will be sufficient to fund operations for the coming year.

11
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Item 8. Financial Statements and Supplementary Data

ALFA LEISURE, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Accountants . . . . . . . . . . . . . . . . . . . 13

Consolidated Balance Sheets as of April 30, 1996 and 1995 . . . . . . . 14

Consolidated Statements of Operations
for the Years ended April 30, 1996, 1995 and 1994 . . . . . . . . . . 15

Consolidated Statements of Stockholders' Equity
for the Years ended April 30, 1996, 1995 and 1994 . . . . . . . . . . 16

Consolidated Statements of Cash Flows
for the Years ended April 30, 1996, 1995 and 1994 . . . . . . . . . . 17

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . 19

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REPORT OF INDEPENDENT ACCOUNTANTS

Board of Directors
Alfa Leisure, Inc.

We have audited the accompanying consolidated balance sheets of Alfa Leisure,
Inc. as of April 30, 1996 and 1995 and the related consolidated statements of
operations, stockholders' equity and cash flows for each of the three years in
the period ended April 30, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Alfa
Leisure, Inc. as of April 30, 1996 and 1995, and the results of its operations
and its cash flows for each of the three years in the period ended April 30,
1996 in conformity with generally accepted accounting principles.

COOPERS & LYBRAND L.L.P.

Newport Beach, California
June 28, 1996

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ALFA LEISURE, INC.

CONSOLIDATED BALANCE SHEETS

ASSETS:

April 30,
-------------------------
1996 1995
------------ -----------

Current assets:
Cash $ 505,027 $ 332,498
Restricted cash 209,142 279,952
Accounts receivable 1,816,653 1,496,142
Inventories 1,694,798 2,401,669
Prepaid expenses and other current assets 85,621 59,644
---------- ----------

Total current assets 4,311,241 4,569,905

Property, plant and equipment, net 1,136,691 1,133,534
Deferred tax asset 540,270 -0-
---------- ----------

Total assets $5,988,202 $5,703,439
========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
Accounts payable $1,801,110 $2,325,548
Accrued expenses 411,464 609,308
Accrued compensation 387,261 304,934
Current maturities of long-term debt -0- 943
---------- ----------

Total current liabilities 2,599,835 3,240,733

Line of credit 1,997,500 1,697,500
Deferred income 8,200 8,200
---------- ----------

Total liabilities 4,605,535 4,946,433
---------- ----------
Commitments and contingencies

Stockholders' equity:
Common stock, authorized 30,000,000 shares
of no par value; issued and outstanding
3,050,000 shares 62,000 62,000
Note receivable from President (402,390) (363,377)
Retained earnings 1,723,057 1,058,383
---------- ----------

Total stockholders' equity 1,382,667 757,006
---------- ----------

Total liabilities and
stockholders' equity $5,988,202 $5,703,439
========== ==========

The accompanying notes are an integral part of these financial statements.

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ALFA LEISURE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

__________

For the Years Ended April 30,
-------------------------------------------
1996 1995 1994
----------- ------------ ------------

Sales $25,749,645 $27,348,921 $23,593,053

Cost of sales 22,020,234 23,076,570 19,620,119
----------- ----------- -----------

Gross profit 3,729,411 4,272,351 3,972,934
----------- ----------- -----------

Expenses:

Selling, general and
administrative 3,327,528 3,184,935 2,701,932
Interest expense 257,593 152,528 145,215
----------- ----------- -----------

3,585,121 3,337,463 2,847,147
----------- ----------- -----------

Income before income taxes 144,290 934,888 1,125,787

Provision (benefit) for
income taxes (520,384) 110,967 125,622
----------- ----------- -----------

Net income $ 664,674 $ 823,921 $ 1,000,165
=========== =========== ===========

Net income per share $ .22 $ .27 $ .33
=========== =========== ===========

The accompanying notes are an integral part of these financial statements.

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ALFA LEISURE, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

For the Years Ended April 30, 1996, 1995 and 1994

__________

Common Stock
------------------- Note receivable Retained
Shares Amount from President earnings
------ ------ --------------- --------

Balance April 30, 1993 3,050,000 $62,000 $ $ (765,703)

Net income 1,000,165
--------- ------- ----------

Balance April 30, 1994 3,050,000 62,000 234,462

Net advances to President (363,377)

Net income 823,921
--------- ------- --------- ----------

Balance April 30, 1995 3,050,000 62,000 (363,377) 1,058,383

Net advances to President (39,013)

Net income 664,674
--------- ------- --------- ----------

Balance April 30, 1996 3,050,000 $62,000 $(402,390) $1,723,057
========= ======= ========= ==========

The accompanying notes are an integral part of these financial statements.

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ALFA LEISURE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended April 30,
------- -----------------------------
1996 1995 1994
---------- --------- -----------

Cash flows from operating activities:

Net income $ 664,674 $ 823,921 $1,000,165
--------- ------- ----------

Adjustments to reconcile net income
to net cash provided by operating activities:

Depreciation and amortization 129,947 106,374 67,774
Gain on sale of property, plant and equipment (2,800)
Decrease (increase) in deferred income taxes (540,270) (2,115)
Decrease (increase) in restricted cash 70,810 (59,806) (85,020)
Decrease (increase) in accounts receivable (320,511) (961,807) 245,016
Decrease (increase) in inventories 706,871 (911,035) (273,139)
Decrease (increase) in prepaids and other
current assets (25,977) 17,921 (28,120)
Increase (decrease) in accounts payable (524,438) 1,042,424 (221,229)
Increase (decrease) in accrued compensation 82,327 (12,252) 106,734
Increase in deferred income 8,200
Increase (decrease) in accrued expenses (197,844) 153,923 241,042
--------- ------- ----------

Total adjustments (619,085) (616,058) 48,143
--------- -------- ----------

Net cash provided by operating activities 45,589 207,863 1,048,308
--------- -------- ----------

Cash flows from investing activities:

Acquisition of property, plant and equipment (133,104) (286,695) (170,432)
Proceeds from sale of property,
plant and equipment 2,800
--------- ------- ----------

Net cash used by investing activities (133,104) (286,695) (167,632)
--------- -------- ----------

Continued

The accompanying notes are an integral part of these financial statements.

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ALFA LEISURE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued

For the Years Ended April 30,
-----------------------------------
1996 1995 1994
--------- --------- ---------

Cash flows from financing activities:

Principal payments on notes payable $ (943) $ (5,481) $ (5,062)
Principal payments on capital
lease obligations (2,081)
Net increase in note receivable from
President (39,013) (363,377)
Principal drawn on line of credit 300,000
Principal payments on line of credit (200,000)
--------- --------- --------
Net cash provided (used) by financing
activities 260,044 (568,858) (7,143)
--------- --------- --------

Net increase (decrease) in cash 172,529 (647,690) 873,533
Cash at beginning of year 332,498 980,188 106,655
--------- --------- --------

Cash at the end of year $ 505,027 $ 332,498 $980,188
========= ========= ========
Supplemental cash flow disclosures:

Interest paid $ 246,970 $ 152,528 $145,579
========= ========= ========

Income taxes paid $ 172,355 $ -0- $ 181
========= ========= ========

The accompanying notes are an integral part of these financial statements.

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ALFA LEISURE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

____________

1. Summary of Significant Accounting Policies:

General:

The Company manufactures and sells recreational vehicles which are distributed
by independent dealers located throughout the United States but concentrated in
the western and southwestern portions of the United States.

Consolidation:

The consolidated financial statements include the accounts of Alfa Leisure,
Inc. and its inactive, wholly-owned subsidiary Brougham International, Inc.,
collectively the "Company."

Accounting Periods:

The Company's fiscal year ends on the Sunday in April falling between the 17th
and the 23rd. Fiscal 1996 ended on April 21, 1996, fiscal 1995 ended on April
23, 1995 and fiscal 1994 ended on April 17, 1994. While the financial
statements reflect operations of the Company as of and for the periods ending
on those dates, they have been presented as if the Company's fiscal year ends
on April 30 of each year to simplify the presentation.

Cash equivalents and restricted cash:

Cash equivalents are highly liquid investments that are readily convertible
into known amounts of cash and have maturities at acquisition of three months
or less.

Restricted cash balances consist of funds held as collateral for repurchase
agreements with financial institutions that provide the financing agreements as
discussed in Note 6, and funds held as collateral for the Company to be bonded,
as required by various state agencies for licensing procedures. For purposes
of the statements of cash flows, these amounts are not considered cash
equivalents.

Inventories:

Inventories are stated at the lower of cost (determined using the first-in,
first-out method), or market.

Property, Plant and Equipment:

Property, plant and equipment are stated at cost. Depreciation and
amortization of property, plant and equipment are provided over the estimated
useful lives of the assets which range from five to 40 years. Leasehold
improvements are amortized over the terms of the respective leases, or the
service lives of the improvements, whichever is shorter. Accelerated and
straight-line methods of depreciation are used for both financial reporting and
income tax reporting purposes. Upon sale or disposition of assets, any gain or
loss is included in the statement of operations.

Assessments whether there has been a permanent impairment in the value of
long-lived assets are periodically performed by considering factors such as
expected future operating income, trends and prospects, as well as other
economic factors. Management believes no permanent impairment has occurred.

Normal repairs and maintenance are charged to expense as incurred whereas
significant improvements that materially increase values or extend useful lives
are capitalized and depreciated over the estimated useful lives of the related
assets.

Net Income Per Share:

Net income per share is based upon 3,050,000 weighted average shares
outstanding for the years ended April 30, 1996, 1995 and 1994. Fully diluted
earnings per common share does not differ from that presented.

Income Taxes:

The Company follows Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes." Under this method, deferred income taxes are
recognized for the tax consequences in future years of differences between the
tax bases of assets and liabilities and their financial reporting amounts at
each year-end based on enacted tax laws and statutory rates applicable to the
periods in which the differences are expected to affect taxable income.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized. Income tax expense is the tax
payable for the period and the changes during the period in deferred tax assets
and liabilities.

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ALFA LEISURE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

Management Estimates:

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the dates of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.

Fair Value of Financial Instruments:

Statement of Financial Accounting Standards No. 107 (SFAS No. 107), Disclosures
About Fair Value of Financial Instruments, requires management to disclose the
estimated fair value of certain assets and liabilities defined by SFAS No. 107
as financial instruments. Financial instruments are generally defined by SFAS
No. 107 as cash, evidence of ownership interest in equity, or a contractual
obligation that both conveys to one entity a right to receive cash or other
financial instruments from another entity and imposes on the other entity the
obligation to deliver cash or other financial instruments to the first entity.
At December 31, 1995, management believes that the carrying amounts of cash,
restricted cash, accounts receivable, accounts payable and accrued expenses
approximate fair value because of the short maturity of these financial
instruments. Management estimates that the fair value of the line of credit
approximates carrying value based upon what the Company's effective borrowing
rate would be for issuance of debt with similar terms.

2. Inventories:

Inventories are summarized as follows: April 30,
-------------------------
1996 1995
---------- ----------

Raw materials $ 964,528 $ 744,789
Work in process 588,260 557,290
Finished products 142,010 1,099,590
---------- ----------
$1,694,798 $2,401,669
========== ==========

3. Property, Plant and Equipment:

The major classes of property, plant and equipment are as follows:

April 30,
--------------------------
1996 1995
----------- -----------

Land $ 332,262 $ 332,262
Buildings 895,097 895,097
Machinery and equipment 775,421 708,582
Transportation equipment 165,236 125,185
Furniture and office equipment 256,744 230,530
Leasehold improvements 212,379 212,379
----------- -----------
2,637,139 2,504,035
Less: Accumulated depreciation
and amortization (1,500,448) (1,370,501)
----------- -----------
$ 1,136,691 $ 1,133,534
=========== ===========

20
21
ALFA LEISURE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

The Company has manufacturing facilities in Benton, Louisiana which the
Company is not currently using. The net book value of these premises is
$378,572 and $392,593 at April 30, 1996 and 1995 respectively. This facility
has been leased to a tenant beginning April 1, 1995 for five years at $4,100
per month.

A parcel of land held by the Company with a book value of $332,000 has been
pledged as collateral for a personal borrowing of the Company's President of
$184,000.

4. Line of Credit:

In April 1992, the Company entered into a line of credit agreement with a
maximum amount of $2,000,000, of which $1,997,500 and $1,697,500 were
outstanding at April 30, 1996 and 1995, respectively. Interest is at Bank of
America's prime rate plus 1%, an effective rate of 9.5% and 10% at April 30,
1996 and 1995, respectively. The line of credit is payable within 90 days of
any written demand by the lender, however, the Company has received written
representation from the lender that it will not make a demand for principal
payment through the end of fiscal 1997. Accordingly, this obligation has been
classified as noncurrent in the consolidated balance sheet at April 30, 1996.

Substantially all assets of the Company are pledged as collateral for the line
of credit. The Company's President has personally guaranteed the line of
credit and has assigned his rights under the lease for the Company's principal
manufacturing facility as additional collateral.

5. Income Taxes:

The components of the provision (benefit) for income taxes are as follows:

For the Year Ended April 30,
----------------------------------
1996 1995 1994
--------- -------- --------

Current:

State $ 18,023 $ 89,616 $111,726
Federal 1,863 21,351 13,896

Deferred:

State (52,069) -- --
Federal (488,201) -- --
--------- -------- --------
$(520,384) $110,967 $125,622
========= ======== ========

21
22
ALFA LEISURE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

The reconciliation of the effective tax rates and U.S. Statutory tax rates are
as follows:

For the Year Ended April 30,
---------------------------------------
1996 1995 1994
--------- --------- ---------

Tax provision at statutory
rate $ 49,059 $ 317,862 $ 382,063
Alternative minimum tax 16,011
Decrease in the valuation
allowance (546,973) (263,588) (420,860)
State taxes, net of federal
benefit (22,470) 59,147 74,011
Expiration of jobs tax credit 75,939
Other (2,454) (1,542)

--------- --------- ---------
$(520,384) $ 110,967 $ 125,622
========= ========= =========

The net operating loss carry forward for federal income tax purposes at April
30, 1996 was approximately $2,206,786. This carry forward expires in various
fiscal years from 1998 through 2008. There was no state net operating loss
carry forward at April 30, 1996.

As of April 30, 1996, the Company had approximately $30,089 of available tax
credit carry forwards comprised of investment tax credits of $3,022 and
alternative minimum tax credits of $27,067. The investment tax credit carry
forwards expire in fiscal years from 1997 through 1998. The alternative
minimum tax credits have an indefinite carry forward period. In addition, the
Company had approximately $85,354 of federal contribution carry forwards
expiring in fiscal years from 2000 to 2001.

The components of the net deferred tax asset are as follows:

For the Year Ended April 30,
----------------------------
1996 1995
--------- -----------

Net operating loss carry forwards $ 750,307 $ 871,979
Depreciation 127,100 107,502
State taxes 6,128 30,469
Accrued liabilities 97,626 104,542
Charitable contributions 29,020 0
Tax credits 30,089 28,226
Valuation allowance (500,000) (1,142,718)
--------- -----------
$ 540,270 $ -0-
========= ===========

The Company has established a valuation allowance against its deferred tax
assets due to the uncertainty surrounding the ultimate realization of all such
assets. Management periodically evaluates the recoverability of the deferred
tax assets. At such time as it is determined that it is more likely than not
that further deferred tax assets are realizable, the valuation allowance will
be adjusted.

22
23
ALFA LEISURE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

6. Commitments and Contingencies:

Operating Leases:

The Company leases its manufacturing facilities, executive offices, and certain
office equipment under agreements classified as operating leases. The leases
require fixed monthly payments. One of the Company's manufacturing facilities
is leased from the Company's President. The President makes rental payments to
the owner of the manufacturing facility for $8,324 per month and the Company in
turn makes rental payments to the President for $11,977 per month. This lease
expired in May 1996 and has been renewed for a five (5) year period. Future
minimum lease payments on all operating leases, including the renewed lease, are
as follows:

Year Ended April 30,
--------------------

1997 $190,356
1998 190,356
1999 188,040
2000 185,724
2001 185,724
Thereafter 15,477
--------
$955,677
========

Rent expense for the years ended April 30, 1996, 1995 and 1994 was $185,724,
$185,724 and $189,224, respectively of which $143,724, $143,724 and $143,724,
respectively, was paid to the Company's President.

Financing Arrangements:

The Company is contingently liable under the terms of repurchase agreements
established with financing institutions to provide inventory financing for
dealers of the Company's products. The maximum exposure related to repurchase
agreements was approximately $7.4 million and $6.3 million at April 30, 1996
and 1995, respectively. The risk of loss under these agreements is spread over
many dealers and financing institutions and is reduced by the resale value of
any products that may be repurchased. The Company has historically experienced
no significant losses under these agreements.

Warranty Reserve:

The Company provides a warranty against defects in materials and workmanship
for one year following the date of sale. Estimated costs of product warranties
relating to sales during the year have been accrued and charged to operations
during the year the products were sold. The Company has included $213,201 of
accrued warranty costs in accrued expenses at April 30, 1996 and 1995.

Litigation:

The Company is involved in several routine litigation matters incidental to its
business. Such litigation matters, when ultimately determined, will not, in
the opinion of management, have a material effect on the financial position or
the results of operations of the Company.

23
24
ALFA LEISURE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

Employment Agreement:

The Company has an annual employment agreement with its President that expires
on December 31, 1996. The agreement automatically extends for additional annual
periods unless canceled by either party before October 31. The agreement
provides for a fixed annual salary subject to an annual cost of living
adjustment. Such salary amounted to $226,404, $227,604 and $220,875 in the
fiscal years ended April 30, 1996, 1995, and 1994, respectively. In addition,
the agreement provides for a bonus in an amount equal to 10% of pretax income
before accrual for amounts to be paid by the Company under its management bonus
plan. The agreement also provides for the right of the Company's President to
purchase each year up to two travel trailers manufactured by the Company for an
amount equal to the Company's cost. No trailers were purchased in fiscal 1996,
1995 or 1994.

Under a bonus program for salaried employees, which includes the President,
bonus payments were made in the amounts of $235,315, $368,401 and $387,367, in
fiscal 1996, 1995, and 1994, respectively.

Concentration of Credit Risk:

The Company maintains cash balances with financial institutions in amounts that
exceed federally insured limits.

7. Stock Options:

A total of 300,000 shares is reserved for issuance under the Company's
incentive stock option plan for officers and directors. No options were issued
or outstanding nor had any been exercised during the fiscal years ended April
30, 1996, 1995 or 1994.

8. Note Receivable from President:

At April 30, 1996 and 1995, the Company had a note receivable from its
President and major stockholder amounting to $402,390 and $363,377
respectively. The note bears interest at 9%. Such advances have been
classified as a contra-equity item on the April 30, 1996 consolidated balance
sheet. The receivable at April 30, 1995, which was previously classified as an
asset, has been reclassified in conformity with the 1996 presentation.

24
25
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

Inapplicable.

PART III

Item 10. Directors and Executive Officers of the Registrant

a b Identification of Directors and Executive Officers

Year First Became
Name Age Position Officer/Director
---- --- -------- -----------------

Johnnie R. Crean 47 Chairman of the Board, 1986
President and Director

Timothy P. Igo 48 Vice President 1986

Carol Smith 56 Secretary and Director 1986

Robert A. Rudolph 63 Director 1986

Directors are elected at the biannual meeting of stockholders to
serve for two years or until their successors are duly elected or appointed and
qualified. Officers serve at the discretion of the Board of Directors.

c Identification of Certain Significant Employees

Other than those officers set forth above, no persons are expected
to make significant contributions to the business of Registrant.

d Family Relationships

There are no family relationships between any of the officers and
directors of Registrant.

e Business Experience

Johnnie R. Crean, Chairman of the Board, President and Director.
Mr. Crean has been Chairman of the Board, President and a Director of
Registrant since December 29, 1986. Mr. Crean founded Alfa Leisure, Inc., a
California corporation ("Alfa-California") in March 1975 and served as
President and Director of Alfa-California from that time until its merger into
Registrant on December 29, 1986. Mr. Crean also served as President and
Director of Alfa Leisure of Louisiana, Inc., a California corporation
("Alfa-Louisiana"), from its organization in October 1985 to the time of its
merger into Registrant on December 29, 1986. Before the merger into
Registrant, Alfa-California and Alfa-Louisiana, and Registrant, were engaged
in the manufacture and sale of recreational vehicles.

25
26
Timothy P. Igo, Vice President. Mr. Igo has been Vice President
of Registrant since December 29, 1986. Mr. Igo was previously employed in
various capacities by Alfa Leisure, Inc., a California corporation
("Alfa-California"), from 1973 until December 29, 1986, when Alfa-California
was merged into Registrant. Before its merger into Registrant, Alfa-California
was engaged in the manufacture and sale of recreational vehicles. From June
1981 to April 1984, Mr. Igo served as Secretary, Treasurer and Director of
Alfa-California, and as Vice President and Director from April 1984 to December
1986.

Carol Smith, Secretary and Director. Ms. Smith has been the
Secretary and a Director of Registrant since December 29, 1986. Before her
association with Registrant, Ms. Smith had been employed by Alfa Leisure, Inc.,
a California corporation ("Alfa-California"), since June 1977. From July 1981
to May 1984, Ms. Smith served as Sales Manager of Alfa-California and from May
1984 to November 1986 to December 29, 1986 when Alfa-California was merged into
Registrant.

Robert A. Rudolph, Director. Mr. Rudolph has served as director
of Registrant since December 29, 1986. Mr. Rudolph is Vice President and
Secretary of Bates Industries, Inc., a privately-held manufacturer and
wholesaler of motorcycle apparel, and has served in such positions since 1962.

f Involvement in Certain Legal Proceedings

Inapplicable.

g Promoters and Control Persons

Inapplicable.

Item 11. Executive Compensation

a Cash Compensation

The following table sets forth the approximate aggregate cash
compensation paid by the Registrant during the fiscal year ended April 30, 1996
to each executive officer whose annual cash compensation exceeded $60,000 for
the year and to all executive officers as a group:

Name and Capacities in Which Served Cash Compensation
- ----------------------------------- -----------------

Johnnie R. Crean
Chairman of the Board and President $301,389

All Officers as a Group (three persons) $401,754

Mr. Crean is employed as President of Registrant pursuant to an
employment agreement entered into as of December 1, 1986 ("Employment
Agreement"). The Employment Agreement expired on December 31, 1995, but
automatically extended for a successive twelve-month period. The employment
agreement provides for a base salary of $180,000 per year, subject to annual
cost of living adjustments. The current adjusted annual base salary is
approximately $227,000. Mr. Crean is also entitled to a quarterly cash bonus
in an amount equal to 10 percent of the quarterly pretax income of Registrant
(calculated before the payment of accounts, if any, to management personnel).
In addition, Mr. Crean is entitled under the Employment Agreement to purchase
each fiscal year up to two travel trailers manufactured by Registrant in an
amount equal to Registrant's manufacturing cost. Mr. Crean did not purchase
any travel trailers from Registrant during the fiscal years ended April 30,
1996 or 1995.

b Compensation Pursuant to Plans

Registrant has adopted a 1987 Incentive Stock Option Plan
("Plan"). Pursuant to the Plan, options may be granted to key employees of the
Registrant, including the officers and directors who are also employees, as
will be determined by Registrant's Board of Directors or a committee appointed
by the Board.

26
27
The maximum aggregate number of shares of Registrant's common
stock authorized for issuance upon exercise of options granted under the Plan
is 300,000 shares, subject to adjustment in case of recapitalization or certain
other events. The Board of Directors will determine the exercise price of
options granted pursuant to the Plan, but will in no event be less than the
fair market value of Registrant's common stock as of the date of the grant of
the option, except that the exercise price to be paid by any optionee who owns
10 percent (10%) or more of Registrant's voting securities will not be less
than 110% of the fair market value of the common stock as of the date of the
grant of the option.

The Board of Directors will determine the expiration date of an
option granted pursuant to the Plan, but in no event will an option be
exercisable after ten years from the date it is granted; provided, however, in
the case of any optionee who owns 10 percent (10%) or more of Registrant's
voting securities in no event will an option be exercisable after five years
from the date it is granted. Options granted under the Plan are subject to
forfeiture upon termination of employment except because of death or
disability. Options may be granted under the Plan until December 15, 1997
unless the Plan is terminated prior thereto. At April 21, 1996, there were no
outstanding options.

c Other Compensation

No executive officer of Registrant nor all executive officers of
Registrant as a group received other compensation in excess of 10 percent (10%)
of the compensation reported in the cash compensation table above for the
individual executive officer or group.

d Compensation of Directors

Directors of Registrant, other than Johnnie R. Crean, receive $500
per meeting for their services.

e Termination of Employment and Change of Control

Inapplicable.

27
28
Item 12. Security Ownership of Certain Beneficial Owners and Management

a b Security Ownership

The following table sets forth information as of April 21, 1996,
with respect to the ownership of Registrant's common stock by each person known
to Registrant to be the beneficial owner of more than 5% of Registrant's common
stock, by each director of Registrant, and by all officers and directors as a
group.

Amount and Percentage
Name and Address Nature of Beneficial of Outstanding
of Beneficial Owner Ownership(1) Common Stock(2)
- ------------------- -------------------- ---------------

Johnnie R. Crean 2,281,430(3) 74.8%
1501 5th Street
Chino, California 91710

Carol Smith 9,600(4) 0.3%
13501 5th Street
Chino, California 91710

Robert A. Rudolph 8,364 0.3%
3700 N Industry Ave. #102
Lakewood, California 90712

Timothy Igo 2,400(5) 0.08%
13501 5th Street
Chino, California 91710

All Officers and Directors
(four persons) 2,301,794(6) 75.5%

- -----------------
(1) Unless otherwise indicated, each beneficial owner set forth in the
table has the sole voting and investment power with respect to all
shares of common stock shown as beneficially owned.

(2) Based on 3,050,000 shares of common stock issued and outstanding.

(3) Includes 43,200 shares of common stock held by trusts for the benefit
of the children of Johnnie R. Crean of which Mr. Crean is co-trustee.

(4) Ms. Smith shares investment and dispositive control over the 9,600
shares of common stock with her daughter.

(5) Mr. Igo shares investment and dispositive control over the 2,400
shares of common stock with his exwife.

(6) Includes shares referred to in footnotes (3) through (5) above.

28
29
c Changes in Control

Registrant knows of no arrangements, including any pledge by any
person of the common stock of Registrant, the operation of which may at a
subsequent date result in a change in control of Registrant.

Item 13. Certain Relationships and Related Transactions

On June 1, 1991, Registrant entered a five (5) year sublease agreement
for the premises at which the Registrant maintains its executive offices and
principal manufacturing facilities with Johnnie R. Crean, Registrant's
Chairman, President and principal shareholder. Mr. Crean sublets the property
to Registrant on the same terms as his lease agreement with the owner of the
property, with the exception that Mr. Crean is obligated to make rental
payments under his lease agreement for $8,324 per month, whereas Registrant is
obligated to make rental payments to Mr. Crean under its sublease agreement for
$11,977 per month. During the fiscal year ended April 21, 1996, the total rent
paid by Registrant to Mr. Crean under the sublease was $143,724. The lease and
the sublease agreements both expired on May 31, 1996 and have been renewed for
a five (5) year period.

The Company's President has personally guaranteed the Company's line
of credit and assigned his rights under the sublease agreement for the premises
as collateral therefor.

Personal indebtedness of Johnnie R. Crean owed to a third party lender
in the aggregate principal amount of $184,000 is collateralized by a deed of
trust against a parcel of land owned by Registrant.

b Certain Business Relationship

Inapplicable.

c Indebtedness of Management

Johnnie R. Crean, the President, expects that his indebtedness to
the Company will fluctuate during fiscal year 1997, and intends to fully retire
his indebtedness by the end of fiscal year 1997.

d Transactions with Promoters

Inapplicable.

29
30
PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form
10-K

a (1) List of Financial Statements Filed as a Part of this Report
(filed under Item 8 above)

For Alfa Leisure, Inc.

Report of Independent Accountants.

Consolidated Balance Sheets as of April 30, 1996 and 1995.

Consolidated Statements of Operations for the years
ended April 30, 1996, 1995 and 1994.

Consolidated Statements of Stockholders' Equity for
the years ended April 30, 1996, 1995 and 1994.

Consolidated Statements of Cash Flows for the years
ended April 30, 1996, 1995 and 1994.

Notes to Consolidated Financial Statements.

b Reports on Form 8-K

No reports on Form 8-K were filed during the last quarter of
the period covered by this report.

c Exhibits

Reference is made to the Exhibit Index filed as part of this
report.

30
31
SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

ALFA LEISURE, INC., a Texas corporation

By: /s/ JOHNNIE R. CREAN
------------------------------------
Johnnie R. Crean
Chairman of the Board, President,
Chief Financial Officer and Director

Date: August 13, 1996

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

Signature/Title Date
- --------------- ----

/s/ JOHNNIE R. CREAN August 13, 1996
- ---------------------------------
JOHNNIE R. CREAN
Chairman of the Board, President
Chief Financial Officer and Director
(Principal Executive Officer)

/s/ CAROL SMITH August 13, 1996
- ----------------------------------
CAROL SMITH
Secretary and Director

/s/ ROBERT A. RUDOLPH August 13, 1996
- ----------------------------------
ROBERT A. RUDOLPH
Director

31
32
EXHIBIT INDEX

3.1 Restated Articles of Incorporation as filed with the Secretary of
State for the State of Texas on July 22, 1976 and amended on January
14, 1977 and March 28, 1978, incorporated herein by reference from
Registrant's Form S-2 Registration Statement (Registration No.
63163) filed December 5, 1978, Exhibit 3.1.

3.3 Third Amendment to the Restated Articles of Incorporation as filed
with the Secretary of State for the State of Texas on December 22,
1986, incorporated by reference from Registrant's Annual Report on
Form 10-K for its fiscal year ended January 31, 1987, Exhibit 3.3.

3.4 Bylaws of Registrant, incorporated by reference from Registrant's
Annual Report on Form 10-K for its fiscal year ended January 31,
1987, Exhibit 3.4.

4.3 Specimen of Registrant's Common Stock Certificates, incorporated by
reference from Registrant's Annual Report on Form 10-K for its
fiscal year ended January 31, 1987, Exhibit 4.4.

4.4 Incentive Stock Option Plan of 1987, incorporated by reference from
Registrant's Annual Report on Form 10-K for its fiscal year ended
April 30, 1988, Exhibit 4.4.

10.05 Agreement and Plan of Reorganization dated December 30, 1985 between
and among Registrant, Alfa Leisure, Inc., a California corporation,
and Alfa Leisure of Louisiana, Inc., a California corporation,
incorporated by reference from Registrant's Report on Form 8-K dated
December 29, 1986, Exhibit 10.05.

10.06 Agreement of Merger dated December 26, 1986 between and among
Registrant, Alfa Leisure, Inc., a California corporation, and Alfa
Leisure of Louisiana, Inc., a California corporation, incorporated
by reference from Registrant's Report on Form 8-K dated December 29,
1986, Exhibit 10.06.

10.07 Lease Agreement by and between the Industrial Development Board of
the Parish of Bossier, Louisiana, Inc., and Alfa Leisure of
Louisiana, Ltd. dated December 1, 1983, incorporated by reference
from Registrant's Annual Report on Form 10-K for its fiscal year
ended January 31, 1987, Exhibit 10.07.

10.08 Mortgage and Indenture of Trust by and between the Industrial
Development Board of the Parish of Bossier, Louisiana, Inc. and the
First National Bank of Shreveport dated January 1, 1984,
incorporated by reference from Registrant's Annual Report on Form
10-K for its fiscal year ended January 31, 1987, Exhibit 10.08.

10.09 Bond Guaranty Agreement by and between Alfa Leisure, Inc., a
California corporation, Johnnie R. Crean and The First National Bank
of Shreveport dated January 1, 1984, incorporated by reference from
Registrant's Annual Report on Form 10-K for its fiscal year ended
January 31, 1987, Exhibit 10.09.

10.10 Employment Agreement by and between Alfa Leisure, Inc., a California
corporation, and Johnnie R. Crean dated as of December 1, 1986,
incorporated by reference from Registrant's Annual Report on Form
10-K for its fiscal year ended January 31, 1987, Exhibit 10.10.

10.11 Sublease Agreement by and between Alfa Leisure, Inc., a California
corporation, and Johnnie R. Crean dated May 31, 1986 incorporated by
reference from Registrant's Quarterly Report on Form 10-Q, dated
April 26, 1987, Exhibit 10.11.

22 Brougham International, Inc. is Registrant's only subsidiary.

27 Financial Data Schedule

IX-2