1
                                                                   Exhibit 17(d)


                               ALFA LEISURE, INC.
                                13501 5TH STREET
                             CHINO, CALIFORNIA 91710

                                August ___, 1999

Dear Shareholder:

        The Board of Directors of Alfa Leisure Acquisition Corp., a California
corporation which owns in excess of 90% of the Common Stock of Alfa Leisure,
Inc. (the "Company") has approved the merger of Alfa Leisure, Inc. into Alfa
Leisure Acquisition Corp. (the "Merger")

        In the Merger, shareholders of the Company (other than Alfa Leisure
Acquisition Corp. and shareholders who perfect dissenter's rights) will receive
payment in cash in the amount of $2.75, without interest, for each share of the
Company's common stock owned by them. The Merger is expected to become effective
on or after September ___, 1999.

        The following information is provided to you in connection with the
Merger:

        1. Schedule 13E-3 filed with the Securities and Exchange Commission.

        2. Opinion of Marshall & Steven's Incorporated, as to the fairness from
a financial point of view of the consideration to be paid to the shareholders
receiving cash for their shares.

        3. Chapter 13 of the California General Corporation Law (Dissenter's
Rights Statutes).

        SHAREHOLDERS WILL RECEIVE APPROPRIATE INSTRUCTIONS FOR EXCHANGING THEIR
STOCK CERTIFICATES FOR CASH. PLEASE DO NOT SEND IN YOUR STOCK CERTIFICATES AT
THIS TIME.

        Shareholders of the Company who comply with the procedures of Chapter 13
of the California General Corporation Law, which includes, among other things,
voting against the Merger and making written demand upon the Company no later
than the date on which the Merger is expected to become effective (September
___, 1999), as more fully described in the accompanying Schedule 13E-3 and
dissenter's rights statutes, will be entitled, if the Merger is consummated, to
certain appraisal rights with respect to their shares.

Sincerely,


Johnnie R. Crean, President