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.





   
Orlando, Florida
March 17, 1997