EXHIBIT 23.2

         We consent to incorporation by reference in the Registration  Statement
on Form S-3 of  Featherlite  Mfg.,  Inc.  of our  report  dated  June 28,  1996,
relating to the consolidated balance sheet of Vantare International,  Inc. as of
December 31, 1995,  and the related  statements  of operations  and  accumulated
deficit and cash flows for the year then ended,  which  reports  appear the Form
8-K/A No. 1 of  Featherlite  Mfg.,  Inc.  filed with the Securities and Exchange
Commission on September 13, 1996.




                                               /s/ Graham & Cottrill, P.A.
                                               GRAHAM & COTTRILL, P.A.




January 31, 1997